<PAGE>   1
                                                                   EXHIBIT 10(b)




                                                                  Execution Copy





                               U.S. $400,000,000


                                CREDIT AGREEMENT

                           Dated as of March 7, 1995

                                     Among

                         FINA OIL AND CHEMICAL COMPANY

                                  as Borrower

                                   FINA, INC.

                                  as Guarantor

                                      and

                             THE BANKS NAMED HEREIN

                                    as Banks

                                      and

                                   CIBC INC.
                    TEXAS COMMERCE BANK NATIONAL ASSOCIATION

                                  as Co-Agents

                                      and

                           NATIONSBANK OF TEXAS, N.A.

                                    as Agent
<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                     Page
-------                                                                                                     ----
         <S>            <C>                                                                                            <C>
                                                        ARTICLE I

                                             DEFINITIONS AND ACCOUNTING TERMS

         Section 1.01.  Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
                        ---------------------                                                                            
         Section 1.02.  Computation of Time Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
                        ---------------------------                                                                      
         Section 1.03.  Accounting Terms  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
                        ----------------                                                                                 
         Section 1.04.  Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
                        -------------                                                                                    

                                                        ARTICLE II

                                            AMOUNTS AND TERMS OF THE ADVANCES

         Section 2.01.  The A Advances  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
                        --------------                                                                                   
         Section 2.02.  Making the A Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
                        ---------------------                                                                            
         Section 2.03.  Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                        ----                                                                                             
         Section 2.04.  Optional Reduction of the Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                        -------------------------------------                                                            
         Section 2.05.  Repayment and Prepayment of A Advances  . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
                        --------------------------------------                                                           
         Section 2.06.  Interest on A Advances  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                        ----------------------                                                                           
         Section 2.07.  Interest Rate Determination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                        ---------------------------                                                                      
         Section 2.08.  The B Advances  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
                        --------------                                                                                   
         Section 2.09.  Payments, Computations; Interest on Overdue 
                        --------------------------------------------
                        Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
                        -------                                                                                        
         Section 2.10.  Consequential Losses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
                        --------------------                                                                             
         Section 2.11.  Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
                        ---------------                                                                                  
         Section 2.12.  Illegality  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
                        ----------                                                                                       
         Section 2.13.  Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
                        -----                                                                                            
         Section 2.14.  Payments Pro Rata . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
                        -----------------                                                                                
         Section 2.15.  Optional Termination by  Banks  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
                        ------------------------------                                                                   

                                                       ARTICLE III

                                                        CONDITIONS

         Section 3.01.  Conditions Precedent to Initial Borrowings  . . . . . . . . . . . . . . . . . . . . . . . . .  22
                        ------------------------------------------                                                       
         Section 3.02.  Conditions Precedent to Each A Borrowing  . . . . . . . . . . . . . . . . . . . . . . . . . .  23
                        ----------------------------------------                                                         
         Section 3.03.  Conditions Precedent to Certain Borrowings  . . . . . . . . . . . . . . . . . . . . . . . . .  24
                        ------------------------------------------                                                       
         Section 3.04.  Conditions Precedent to Each B Borrowing  . . . . . . . . . . . . . . . . . . . . . . . . . .  24
                        ----------------------------------------                                                         

                                                        ARTICLE IV

                                                         GUARANTY

         Section 4.01.  Guaranty  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
                        --------                                                                                         
         Section 4.02.  Guaranty Absolute . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
                        -----------------                                                                                
         Section 4.03.  Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
                        ------                                                                                           
         Section 4.04.  Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
                        -----------                                                                                      
         Section 4.05.  No Waiver; Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
                        -------------------                                                                              
         Section 4.06.  Continuing Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
                        -------------------                                                                              
</TABLE>





<PAGE>   3
<TABLE>
                                                             ARTICLE V

                                                  REPRESENTATIONS AND WARRANTIES

         <S>            <C>                                                                                            <C>
         Section 5.01.  Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
                        -------------------                                                                              
         Section 5.02.  Corporate Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
                        ---------------                                                                                  
         Section 5.03.  Authorization and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
                        ---------------------------                                                                      
         Section 5.04.  Enforceable Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
                        -----------------------                                                                          
         Section 5.05.  Financial Statements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
                        --------------------                                                                             
         Section 5.06.  Litigation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
                        ----------                                                                                       
         Section 5.07.  Regulation U; Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
                        -----------------------------                                                                    
         Section 5.08.  Investment Company Act  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
                        ----------------------                                                                           
         Section 5.09.  ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
                        -----                                                                                            
         Section 5.10.  Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
                        -----                                                                                            
         Section 5.11.  Holding Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
                        ---------------                                                                                  
         Section 5.12.  Environmental Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
                        -----------------------                                                                          
         Section 5.13.  Ownership of Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
                        ---------------------                                                                            
         Section 5.14.  Guarantor's Independent Decision  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
                        --------------------------------                                                                 

                                                        ARTICLE VI

                                                  AFFIRMATIVE COVENANTS

         Section 6.01.  Compliance with Laws, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
                        --------------------------                                                                       
         Section 6.02.  Reporting Requirements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
                        ----------------------                                                                           
         Section 6.03.  Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
                        ---------------                                                                                  
         Section 6.04.  Maintenance of Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
                        ------------------------                                                                         
         Section 6.05.  Preservation of Corporate Existence, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . .  32
                        -----------------------------------------                                                        
         Section 6.06.  Payment of Taxes, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
                        ----------------------                                                                           
         Section 6.07.  Visitation Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
                        -----------------                                                                                

                                                       ARTICLE VII

                                                    NEGATIVE COVENANTS

         Section 7.01.  Financial Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
                        -------------------                                                                              
         Section 7.02.  Liens, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
                        -----------                                                                                      
         Section 7.03.  Merger and Sale of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
                        -------------------------                                                                        
         Section 7.04.  Agreements to Restrict Dividends and Certain
                        --------------------------------------------
                        Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
                        ---------                                                                                      
         Section 7.05.  Compliance with ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
                        ---------------------                                                                            
         Section 7.06.  Transactions with Affiliates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
                        ----------------------------                                                                     
         Section 7.07.  Change of Business  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
                        ------------------                                                                               
         Section 7.08.  Limitation on Loans, Advances and Investments . . . . . . . . . . . . . . . . . . . . . . . .  34
                        ---------------------------------------------                                                    
         Section 7.09.  Fiscal Year; Accounting Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
                        ---------------------------------                                                                

                                                       ARTICLE VIII

                                                    EVENTS OF DEFAULT

         Section 8.01.  Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
                        -----------------                                                                                

                                                        ARTICLE IX

                                               THE AGENT AND THE CO-AGENTS

         Section 9.01.  Authorization and Action  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
                        ------------------------                                                                         
         Section 9.02.  Agent's Reliance, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
                        ----------------------                                                                           
</TABLE>





                                      -ii-
<PAGE>   4
<TABLE>
         <S>                                                                                                           <C>
         Section 9.03.  NationsBank and Affiliates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
                        --------------------------                                                                       
         Section 9.04.  Bank Credit Decision  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
                        --------------------                                                                             
         SECTION 9.05.  INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
                        ---------------                                                                                  
         Section 9.06.  Successor Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
                        ---------------                                                                                  
         Section 9.07.  Co-Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
                        ---------                                                                                        

                                                        ARTICLE X

                                                      MISCELLANEOUS

         Section 10.01.  Amendments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
                         ----------------                                                                                
         Section 10.02.  Notices, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
                         -------------                                                                                   
         Section 10.03.  No Waiver; Remedies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
                         -------------------                                                                             
         Section 10.04.  Costs, Expenses and Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
                         -------------------------                                                                       
         Section 10.05.  Right of Set-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
                         ----------------                                                                                
         Section 10.06.  Bank Assignments and Participations  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
                         -----------------------------------                                                             
         Section 10.07.  Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
                         -------------                                                                                   
         Section 10.08.  Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
                         --------                                                                                        
         Section 10.09.  Execution in Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
                         -------------------------                                                                       
         Section 10.10.  Survival of Agreements, Representations and  
                         ---------------------------------------------
                         Warranties, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
                         ----------------                                                                                        
         Section 10.11.  Borrower's Right to Apply Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
                         ----------------------------------                                                              
         Section 10.12.  Confidentiality  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
                         ---------------                                                                                 
         Section 10.13.  Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
                         --------------                                                                                  
         Section 10.14.  ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
                         ----------------                                                                                
         Section 10.15.  Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
                         ------------                                                                                    
</TABLE>





                                     -iii-
<PAGE>   5
Schedule I - Agent and Bank Information

Schedule II - Borrower and Guarantor Information

Schedule III - Existing Permitted Liens  (7.02)

Schedule IV  - Certain Existing Transfer Restrictions (7.04)

Schedule V - Certain Loans and Investments (7.08)

Exhibit A-1 - Form of A Note

Exhibit A-2 - Form of B Note

Exhibit B-1 - Notice of A Borrowing

Exhibit B-2 - Notice of B Borrowing

Exhibit C - Form of Assignment and Acceptance

Exhibit D - Opinion of Counsel for the Borrower and the Guarantor

Exhibit E - Opinion of Special Counsel to Agent





                                      -iv-
<PAGE>   6
                                CREDIT AGREEMENT

                           Dated as of March 7, 1995


         This Credit Agreement dated as of March 7, 1995, is by and among the
Borrower, the Guarantor, the Agent, the Co-Agents and the Banks.  In
consideration of the mutual covenants and agreements contained herein, the
Borrower, the Guarantor, the Agent, the Co-Agents and the Banks hereby agree as
follows:

                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

         Section 1.01.  Certain Defined Terms.  As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

         "A Advance" means an advance by a Bank to the Borrower as part of an A
Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Advance, each
of which shall be a "Type" of A Advance.

         "A Borrowing" means a borrowing consisting of simultaneous A Advances
of the same Type to the Borrower made by each of the Banks pursuant to Section
2.01.

         "A Note" means a promissory note of the Borrower payable to the order
of any Bank, in substantially the form of Exhibit A-1 hereto, evidencing the
aggregate indebtedness of the Borrower to such Bank resulting from A Advances.

         "Advance" means an A Advance or a B Advance.

         "Affiliate" of any Person means any corporation, partnership, limited
liability company, limited liability partnership, joint venture or other entity
of which more than 10% of the outstanding capital stock or other equity
interests having ordinary voting power to elect a majority of the board of
directors of such corporation, partnership, limited liability company, limited
liability partnership, joint venture or other entity or others performing
similar functions (irrespective of whether or not at the time capital stock or
other equity interests of any other class or classes of such corporation,
partnership, limited liability company, limited liability partnership, joint
venture or other entity shall or might have voting power upon the occurrence of
any contingency) is at the time directly or indirectly owned by such Person or
which owns at the time directly or indirectly more than 10% of the outstanding
capital stock or other equity interests having ordinary voting power to elect a
majority of the board of directors of such Person or others performing similar
functions (irrespective of whether or not at the time capital stock or other
equity interests of any other class or classes of such corporation,
partnership, limited liability company, limited liability partnership, joint
venture or other entity shall or might have voting power upon the occurrence of
any contingency).

         "Agent" means NationsBank of Texas, N.A. in its capacity as agent
pursuant to Article IX hereof and any successor Agent pursuant to Section 9.06.

         "Agent's Fee Letter" means the letter agreement dated as of February
22, 1995 among the Agent, the Borrower and the Guarantor.





<PAGE>   7
         "Agreement" means this Credit Agreement dated as of March 7, 1995
among the Borrower, the Guarantor, the Agent, the Co-Agents and the Banks, as
amended or modified from time to time.

         "Applicable Lending Office" means, with respect to each Bank, such
Bank's Domestic Lending Office in the case of a Base Rate Advance and such
Bank's Eurodollar Lending Office in the case of a Eurodollar Rate Advance and,
in the case of a B Advance, the office of such Bank notified by such Bank to
the Agent as its Applicable Lending Office with respect to such B Advance.

         "Applicable Margin" means, at any time with respect to any A Advance,
the following percentages determined as a function of the ratio of the
Guarantor's Consolidated Debt to its Consolidated Capitalization on the last
day of the immediately preceding calendar quarter:

                                                    Ratio     
                                                 equal to or          Ratio
                                                greater than       equal to or
                               Ratio less       .40 but less         greater
                                than .40          than .45           than .45
         Eurodollar Rate                                      
         Advance                   0.20%             0.225%            0.25%
         Base Rate Advance         0.00%             0.00%             0.00%

         The foregoing ratio (a) shall be deemed to be less than .40 to and
including December 31, 1994 and (b) shall thereafter be determined from the
financial statements of the Guarantor and its Subsidiaries most recently
delivered pursuant to Section 6.02 and certified to by an authorized financial
officer of the Guarantor in accordance with Section 6.02.  Any change in the
Applicable Margin after March 31, 1995 shall be effective upon the date of
delivery of the financial statements pursuant to Section 6.02 and receipt by
the Agent of the certificate required by Section 6.02.  If the Guarantor fails
to deliver any financial statements within the times specified in Section 6.02,
such ratio shall be deemed to be greater than .45 until the Guarantor delivers
such financial statements to the Agent and the Banks.

         "Assignment" means an assignment and acceptance entered into by a Bank
and an Eligible Assignee, and accepted by the Agent, in substantially the form
of the attached Exhibit C.

         "B Advance" means an advance by a Bank to the Borrower as part of a B
Borrowing resulting from the auction bidding procedure described in Section
2.08.

         "B Borrowing" means a borrowing consisting of simultaneous B Advances
to the Borrower from each of the Banks whose offer to make one or more B
Advances as part of such borrowing has been accepted by the Borrower under the
auction bidding procedure described in Section 2.08.

         "B Note" means a promissory note of the Borrower payable to the order
of any Bank, in substantially the form of Exhibit A-2 hereto, evidencing the
indebtedness of the Borrower to such Bank resulting from a B Advance made to
the Borrower by such Bank.

         "B Reduction" has the meaning specified in Section 2.01.





                                      -2-
<PAGE>   8
         "Banks" means the banks listed on the signature pages hereof and each
other Person that becomes a Bank pursuant to an Assignment.

         "Base Rate" means a fluctuating interest rate per annum as shall be in
effect from time to time which rate per annum shall at all times be equal to
the highest of:

         (a)     the rate of interest announced publicly by NationsBank, from
time to time, as NationsBank's prime rate; or

         (b)     1/2 of one percent per annum above the Federal Funds Rate in
effect from time to time.

         "Base Rate Advance" means an A Advance which bears interest as
provided in Section 2.06(a).

         "Borrower" means Fina Oil and Chemical Company, a Delaware corporation.

         "Borrowing" means an A Borrowing or a B Borrowing.

         "Business Day" means a day of the year on which banks are not required
or authorized to close in Dallas, Texas or New York City and, if the applicable
Business Day relates to any Eurodollar Rate Advances, on which dealings are
carried on in the London interbank market.

         "Capitalization" means for any Person the sum of Consolidated Debt of
such Person plus the Consolidated Tangible Net Worth of such Person.

         "Co-Agent" means either CIBC Inc. or Texas Commerce Bank National
Association in their capacities as co-agents pursuant to Article IX hereof, and
"Co-Agents" means such banks collectively.

         "Code" means, as appropriate, the Internal Revenue Code of 1986, as
amended, or any successor Federal tax code, and any reference to any statutory
provision shall be deemed to be a reference to any successor provision or
provisions.

         "Commitment" of any Bank means at any time the amount set forth on the
signature pages opposite such Bank's name on the signature pages hereof or in
an Assignment, as such amount may be terminated, reduced or increased pursuant
to Section 2.04, Section 2.15, Section 8.01 or Section 10.06.

         "Consolidated" refers to the consolidation of the accounts of any
Person and its subsidiaries in accordance with generally accepted accounting
principles.

         "Credit Documents" means this Agreement, the Notes, and each other
agreement, instrument or document executed by the Borrower or the Guarantor at
any time in connection with this Agreement.

         "Debt" means, in the case of any Person, (i) indebtedness of such
Person for borrowed money, (ii) obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) obligations of such
Person to pay the deferred purchase price of property or services, (iv)
obligations of such Person as lessee under leases which are, in accordance with
generally accepted accounting principles, recorded as capital leases, (v)
obligations of such Person in connection with production payments (except for
obligations incurred in connection with Volumetric Production Payments, stated
as either deferred credits or deferred revenues in amounts outstanding at any
time that do





                                      -3-
<PAGE>   9
not exceed, in the aggregate, 10 percent of Borrower's Tangible Net Worth),
(vi) all liabilities of such Person in respect of unfunded vested benefits
under any Plan, (vii) obligations of such Person under or relating to letters
of credit or guaranties in respect of, and obligations (contingent or
otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor
against loss in respect of, indebtedness or obligations of others of the kinds
referred to in clauses (i) through (vi) of this definition, and (viii)
indebtedness or obligations of others of the kinds referred to in clauses (i)
through (vii) of this definition secured by any Lien on or in respect of any
property of such Person (limited, however, to the lesser of the amount of its
liability or the value of such property).

         "Default" means an Event of Default or an event which, with the giving
of notice or lapse of time or both, would constitute an Event of Default.

         "Domestic Lending Office" means, with respect to any Bank, the office
of such Bank specified as its "Domestic Lending Office" opposite its name on
Schedule I hereto or in an Assignment or such other office of such Bank as such
Bank may from time to time specify to the Borrower and the Agent.

         "Effective Date" means the date that all of the conditions in Section
3.01 shall have been satisfied or waived.

         "Eligible Assignee" means (i) a Bank or (ii) a commercial bank or
financial institution or other Person acceptable to the Agent and the Borrower,
such acceptance not to be unreasonably withheld.

         "Environment" or "Environmental" shall have the meanings set forth in
42 U.S.C. Section 9601(8) (1982).

         "Environmental Protection Statute" shall mean any United States local,
state or federal, or any foreign, law, statute, regulation, order, consent
decree or other agreement or Governmental Requirement arising from or in
connection with or relating to the protection or regulation of the Environment,
including, without limitation, those laws, statutes, regulations, orders,
decrees, agreements and other Governmental Requirements relating to the
disposal, cleanup, production, storing, refining, handling, transferring,
processing or transporting of Hazardous Waste, Hazardous Substances or any
pollutant or contaminant, wherever located.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder from time to time.

         "ERISA Affiliate" of the Guarantor means any trade or business
(whether or not incorporated) which is a member of a group of which the
Guarantor is a member and which is under common control within the meaning of
the regulations under Section 414 of the Code.

         "Eurocurrency Liabilities" has the meaning assigned to that term in
Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time.

         "Eurodollar Lending Office" means, with respect to any Bank, the
office of such Bank specified as its "Eurodollar Lending Office" opposite its
name on Schedule I hereto or in an Assignment (or, if no such office is
specified, its Domestic Lending Office) or such other office of such Bank as
such Bank may from time to time specify to the Borrower and the Agent.





                                      -4-
<PAGE>   10
         "Eurodollar Rate" means, for the Interest Period for each Eurodollar
Rate Advance comprising part of the same A Borrowing, an interest rate per
annum equal to the rate per annum at which deposits in U.S. dollars are offered
by the principal office of each of the Reference Banks in London, England to
prime banks in the London interbank market at 11:00 A.M. (London time) two
Business Days before the first day of such Interest Period in an amount
substantially equal to the amount of the Eurodollar Rate Advance of such
Reference Bank comprising part of such A Borrowing to be outstanding during
such Interest Period and for a period equal to such Interest Period.  The
Eurodollar Rate for the Interest Period for each Eurodollar Rate Advance
comprising part of the same A Borrowing shall be determined by the Agent on the
basis of applicable rates furnished to and received by the Agent from the
Reference Banks two Business Days before the first day of such Interest Period.

         "Eurodollar Rate Advance" means an A Advance which bears interest as
provided in Section 2.06(b).

         "Eurodollar Rate Reserve Percentage" of any Bank for the Interest
Period for any Eurodollar Rate Advance means the reserve percentage applicable
during such Interest Period (or if more than one such percentage shall be so
applicable, the daily average of such percentages for those days in such
Interest Period during which any such percentage shall be so applicable) under
regulations issued from time to time by the Board of Governors of the Federal
Reserve System (or any successor) for determining the maximum reserve
requirement (including, without limitation, any emergency, supplemental or
other marginal reserve requirement) for such Bank with respect to liabilities
or assets consisting of or including Eurocurrency Liabilities having a term
equal to such Interest Period.

         "Events of Default" has the meaning specified in Section 8.01.

         "Federal Funds Rate" means, for any period, a fluctuating interest
rate per annum equal for each day during such period to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day
(or, if such day is not a Business Day, for the next preceding Business Day) by
the Federal Reserve Bank of New York, or, if such rate is not so published for
any day which is a Business Day, the average of the quotations for such day on
such transactions received by the Agent from three Federal funds brokers of
recognized standing selected by it.

         "Fixed Rate Advance" means (i) any A Advance which is a Eurodollar
Rate Advance and (ii) any B Advance.

         "Governmental Requirements" means all judgments, orders, writs,
injunctions, decrees, awards, laws, ordinances, statutes, regulations, rules,
franchises, permits, certificates, licenses, authorizations and the like and
any other requirements of any government or any commission, board, court,
agency, instrumentality or political subdivision thereof.

         "Guaranteed Obligations" means all obligations of the Borrower to the
Banks hereunder and under the Notes or any other Credit Document to which the
Borrower is a party, whether for principal, interest, fees, expenses,
indemnities or otherwise, and whether now or hereafter existing.

         "Guarantor" means Fina, Inc., a Delaware corporation.





                                      -5-
<PAGE>   11
         "Hazardous Substance" shall have the meaning set forth in 42 U.S.C.
Section 9601(14) and shall also include each other substance considered to be a
hazardous substance under any Environmental Protection Statute.

         "Hazardous Waste" shall have the meaning set forth in 42 U.S.C.
Section 6903(5) and shall also include each other substance considered to be a
hazardous waste under any Environmental Protection Statute (including, without
limitation 40 C.F.R. Section 261.3).

         "Insufficiency" means, with respect to any Plan, the amount, if any,
by which the present value of the vested benefits under such Plan exceeds the
fair market value of the assets of such Plan allocable to such benefits.

         "Interest Period" means, for each A Advance comprising part of the
same A Borrowing, the period commencing on the date of such A Advance and
ending on the last day of the period selected by the Borrower pursuant to the
provisions below and Section 2.02.  The duration of each such Interest Period
shall be (a) in the case of a Base Rate Advance, the period commencing on the
date of such Advance and ending on the last day of the then current calendar
quarter and (b) in the case of a Eurodollar Rate Advance, one, two, three, or
six months, in each case as the Borrower may select in the applicable Notice of
A Borrowing; provided, however, that:

         (i)     Interest Periods commencing on the same date for A Advances
comprising part of the same A Borrowing shall be of the same duration;

         (ii)    whenever the last day of any Interest Period would otherwise 
occur on a day other than a Business Day, the last day of such Interest Period
shall  be extended to occur on the next succeeding Business Day, provided, in
the case  of any Interest Period for a Eurodollar Rate Advance, that if such
extension would cause the last day of such Interest Period to occur in the next
following calendar month, the last day of such Interest Period shall occur on
the next preceding Business Day;

         (iii)   any Interest Period which begins on the last Business Day of 
the calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the
last Business Day of the calendar month in which it would have ended if there
were a numerically corresponding day in such calendar month; and

         (iv)    the Borrower may not select an Interest Period for any A 
Advance made prior to the Termination Date if the last day of such Interest
Period would be later than the Termination Date.

         "Lien" means any mortgage, lien, pledge, charge, deed of trust,
security interest, encumbrance or other type of preferential arrangement to
secure or provide for the payment of any obligation of any Person, whether
arising by contract, operation of law or otherwise (including, without
limitation, the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement).

         "Liquid Investments" means:

         (a)     direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the United States;

         (b)     (i) negotiable or nonnegotiable certificates of deposit, time
deposits, or other similar banking arrangements maturing within 180 days from
the





                                      -6-
<PAGE>   12
date of acquisition thereof ("bank debt securities"), issued by (A) any Bank or
(B) any other bank or trust company which has a combined capital surplus and
undivided profit of not less than $250,000,000 or the dollar equivalent
thereof, if at the time of deposit or purchase, such bank debt securities are
rated not less than "A" (or the then equivalent) by the rating service of
Standard & Poor's Ratings Group or of Moody's Investors Service, and (ii)
commercial paper issued by (A) any Bank or (B) any other Person if at the time
of purchase such commercial paper is rated not less than "A-2" (or the then
equivalent) by the rating service of Standard & Poor's Ratings Group or not
less than "P-2" (or the then equivalent) by the rating service of Moody's
Investors Service, or upon the discontinuance of both of such services, such
other nationally recognized rating service or services, as the case may be, as
shall be selected by the Borrower or the Guarantor with the consent of the
Majority Banks;

         (c)     repurchase agreements relating to investments described in
clauses (a) and (b) above with a market value at least equal to the
consideration paid in connection therewith, with any Person who regularly
engages in the business of entering into repurchase agreements and has a
combined capital surplus and undivided profit of not less than $250,000,000 or
the dollar equivalent thereof, if at the time of entering into such agreement
the debt securities of such Person are rated not less than "A" (or the then
equivalent) by the rating service of Standard & Poor's Ratings Group or of
Moody's Investors Service;

         (d)     shares of any mutual fund registered under the Investment
Company Act of 1940, as amended, which invests solely in underlying securities
of the types described in clauses (a), (b) and (c) above and which do not
constitute "margin stock" within the meaning of Regulation U of the Federal
Reserve Board; and

         (e)     such other instruments (within the meaning of Article 9 of the
Texas Business and Commerce Code) as the Borrower or the Guarantor may request
and the Majority Banks may approve in writing, which approval will not be
unreasonably withheld.

         "Majority Banks" means at any time Banks holding at least 51% of the
then aggregate unpaid principal amount of the A Notes held by the Banks, or, if
no such principal amount is then outstanding, Banks having at least 51% of the
Commitments or, if no such principal amount is then outstanding and all
Commitments have terminated, Banks holding at least 51% of the then aggregate
unpaid principal amount of the B Notes held by the Banks.

         "Multiemployer Plan" means a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA to which the Guarantor or any ERISA Affiliate of
the Guarantor is making or accruing an obligation to make contributions, or has
within any of the preceding five plan years made or accrued an obligation to
make contributions.

         "Multiple Employer Plan" means an employee benefit plan, other than a
Multiemployer Plan, subject to Title IV of ERISA to which the Guarantor or any
ERISA Affiliate of the Guarantor, and one or more employers other than the
Guarantor or an ERISA Affiliate of the Guarantor, is making or accruing an
obligation to make contributions or, in the event that any such plan has been
terminated, to which the Guarantor or any ERISA Affiliate of the Guarantor made
or accrued an obligation to make contributions during any of the five plan
years preceding the date of termination of such plan.

         "NationsBank" means NationsBank of Texas, N.A.

         "Note" means an A Note or a B Note.





                                      -7-
<PAGE>   13
         "Notice of A Borrowing" has the meaning specified in Section 2.02(a).

         "Notice of B Borrowing" has the meaning specified in Section 2.08(a).

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "Permitted Liens" means, with respect to any Person, Liens:

         (a)     for taxes, assessments or governmental charges or levies on
property of such Person incurred in the ordinary course of business to the
extent not required to be paid pursuant to Sections 6.01 and 6.06;

         (b)     imposed by law, such as landlords', carriers', warehousemen's
and mechanics' liens and other similar Liens arising in the ordinary course of
business securing obligations which are not overdue for a period of more than
15 days or which are being contested in good faith and by appropriate
proceedings if adequate reserves with respect thereto are maintained on the
books of such Person in accordance with generally accepted accounting
principles;

         (c)     arising in the ordinary course of business out of pledges or
deposits under workers' compensation laws, unemployment insurance, old age
pensions or other social security or retirement benefits, or similar
legislation or to secure public or statutory obligations of such Person;

         (d)     securing Debt existing on the date of this Agreement and
listed on the attached Schedule III; provided that the Debt secured by such
Liens shall not be renewed, refinanced or extended if the amount of such Debt
so renewed is greater than the outstanding amount of such Debt on the date of
this Agreement;

         (e)     constituting easements, rights-of-way, restrictions and other
similar encumbrances incurred in the ordinary course of business and
encumbrances consisting of zoning restrictions, easements, licenses,
restrictions on the use of property or minor imperfections in title thereto
which, in the aggregate, are not material in amount, and which do not in any
case materially detract from the value of the property subject thereto or
materially interfere with the ordinary conduct of the business of such Person;

         (f)     securing judgments against such Person which are being
appealed and do not constitute an Event of Default under Section 8.01(f); or

         (g)     on real property acquired by such Person after the date of
this Agreement and securing only Debt of such Person incurred to finance the
purchase price of such property; provided that any such Lien is created within
180 days of the acquisition of such property and provided further that the Debt
secured by all such Liens does not exceed 35% of Consolidated Tangible Net
Worth of the Guarantor and the Restricted Subsidiaries.

         "Person" means an individual, partnership, corporation, limited
liability company, limited liability partnership, business trust, joint stock
company, trust, unincorporated association, joint venture or other entity, or a
government or any political subdivision or agency thereof.

         "Plan" means an employee pension benefit plan (other than a
Multiemployer Plan) as defined in Section 3(2) of ERISA currently maintained
by, or to which contributions have been made at any time after December 31,
1984 by, the Guarantor or any ERISA Affiliate of the Guarantor for employees of
the Guarantor or any such ERISA Affiliate and covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Code.





                                      -8-
<PAGE>   14
         "Reference Banks" means [NationsBank, CIBC Inc. and Generale Bank].

         "Restricted Payment" means, with respect to any Person, (i) any
dividend paid on its capital stock, (ii) any repurchase of its capital stock,
or (iii) any loan or advance or payment of any kind with respect to its capital
stock.

         "Restricted Subsidiary" means the Borrower or any other Subsidiary of
the Guarantor which (i) is organized under the laws of the United States or any
state thereof and (ii) has assets with an aggregate book value exceeding
$10,000,000.

         "Revolving Period" means the period of time commencing on the
effectiveness of this Agreement and ending on the Termination Date.

         "Subsidiary" of any Person means any corporation of which more than
50% of the outstanding capital stock having ordinary voting power to elect a
majority of the board of directors of such corporation or others performing
similar functions (irrespective of whether or not at the time capital stock of
any other class or classes of such corporation shall or might have voting power
upon the occurrence of any contingency) is at the time directly or indirectly
owned by such Person.

         "Substantial Part" means, with respect to the assets of the Guarantor
and the Restricted Subsidiaries, assets which in the aggregate in any one
fiscal year of the Guarantor exceed 10% of the Consolidated Tangible Net Worth
of the Guarantor and its Subsidiaries.

         "Tangible Net Worth" of any Person means, as of any date of
determination, the excess of total assets of such Person over total
liabilities, total assets and total liabilities each to be determined in
accordance with generally accepted accounting principles, excluding, however,
from the determination of total assets (i) patents, patent applications,
trademarks, copyrights and trade names, (ii) goodwill, organizational,
experimental, research and development expense and other like intangibles,
(iii) treasury stock, and (iv) monies set apart and held in a sinking or other
analogous fund established for the purchase, redemption or other retirement of
capital stock.

         "Termination Date" means May 15, 2000, or the earlier date of
termination in whole of the Commitments pursuant to Section 2.04, 2.15, or
8.01.

         "Termination Event" means (i) a "reportable event", as such term is
described in Section 4043 of ERISA (other than a "reportable event" not subject
to the provision for 30-day notice to the PBGC), or an event described in
Section 4062(f) of ERISA, or (ii) the withdrawal of the Guarantor or any ERISA
Affiliate of the Guarantor from a Multiple Employer Plan during a plan year in
which it was a "substantial employer", as such term is defined in Section
4001(a)(2) of ERISA, or the incurrence of liability by the Guarantor or any
ERISA Affiliate of the Guarantor under Section 4064 of ERISA upon the
termination of a Plan or Multiple Employer Plan, or (iii) the distribution of a
notice of intent to terminate a Plan pursuant to Section 4041(a)(2) of ERISA or
the treatment of a Plan amendment as a termination under Section 4041 of ERISA,
or (iv) the institution of proceedings to terminate a Plan by the PBGC under
Section 4042 of ERISA, or (v) any other event or condition which might
constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Plan.

         "Type" shall have the meaning set forth in the definition of the term
"A Advance" above.





                                      -9-
<PAGE>   15
         "Volumetric Production Payment" means, with respect to any Person, any
obligation of such Person to deliver pre-determined volumes of oil or gas out
of future production from designated reserves that is without recourse to other
assets of such Person.

         "Withdrawal Liability" shall have the meaning given such term under
Part I of Subtitle E of Title IV of ERISA.

         Section 1.02.  Computation of Time Periods.  In this Agreement in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
means "to but excluding."

         Section 1.03.  Accounting Terms.  All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles, and each reference herein to "generally
accepted accounting principles" shall mean generally accepted accounting
principles consistent with those applied in the preparation of the financial
statements referred to in Section 5.05.

         Section 1.04.  Miscellaneous.  The words "hereof", "herein" and
"hereunder" and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement, and Article, Section, Schedule and Exhibit references are to
Articles and Sections of and Schedules and Exhibits to this Agreement, unless
otherwise specified.


                                   ARTICLE II

                       AMOUNTS AND TERMS OF THE ADVANCES

         Section 2.01.  The A Advances.  Each Bank severally agrees, on the
terms and conditions hereinafter set forth, to make A Advances to the Borrower
from time to time on any Business Day prior to the Termination Date in an
aggregate amount outstanding not to exceed at any time such Bank's Commitment,
provided that the aggregate amount of the Commitments of the Banks shall be
deemed used from time to time to the extent of the aggregate amount of the B
Advances then outstanding and such deemed use of the aggregate amount of the
Commitments shall be applied to the Banks ratably according to their respective
Commitments (such deemed use of the aggregate amount of the Commitments being a
"B Reduction").  Each A Borrowing shall be in an aggregate amount not less than
$5,000,000 or an integral multiple of $1,000,000 in excess thereof, and shall
consist of A Advances of the same Type made to the Borrower on the same day by
the Banks ratably according to their respective Commitments.  Within the limits
of each Bank's Commitment, the Borrower may borrow, prepay pursuant to Section
2.05(b) and reborrow under this Section 2.01.  The indebtedness of the Borrower
resulting from the A Advances made from time to time by each Bank shall be
evidenced by an A Note of the Borrower payable to the order of such Bank.

         Section 2.02.  Making the A Advances.  (a) During the Revolving
Period, each A Borrowing shall be made on notice, given not later than 10:00
A.M. (Dallas time) (1) in the case of a proposed Borrowing comprised of
Eurodollar Rate Advances, at least three Business Days prior to the date of the
proposed Borrowing, and (2) in the case of a proposed Borrowing comprised of
Base Rate Advances, on the Business Day of the proposed Borrowing, by the
Borrower requesting such A Borrowing to the Agent, which shall give to each
Bank prompt notice thereof by telecopy, telex or cable.  Each such notice of an
A Borrowing (a "Notice of A Borrowing") shall be in writing (including by
telecopy), in





                                      -10-
<PAGE>   16
substantially the form of Exhibit B-1 hereto, executed by the Borrower and
specifying therein the requested (i) date of such A Borrowing (which shall be a
Business Day), (ii) Type of A Advances comprising such A Borrowing, (iii)
aggregate amount of such A Borrowing, and (iv) Interest Period for each such A
Advance.  In the case of a proposed A Borrowing comprised of Eurodollar Rate
Advances, the Agent shall promptly notify each Bank of the applicable interest
rate under Section 2.06(b).  Each Bank shall, before 1:00 P.M. (Dallas time) on
the date of a proposed A Borrowing, make available for the account of its
Applicable Lending Office to the Agent at its address referred to in Section
10.02, in same day funds, such Bank's ratable portion of such A Borrowing.
After the Agent's receipt of such funds and upon fulfillment of the applicable
conditions set forth in Article III, the Agent will make such funds available
to the Borrower at the Agent's aforesaid address.

                 (b) Anything in subsection (a) above to the contrary
notwithstanding:

         (i)     at no time shall there be outstanding more than five A
                 Borrowings consisting of Eurodollar Rate Advances and one
                 Borrowing consisting of Base Rate Advances (other than
                 Borrowings consisting of Base Rate Advances as a result of
                 Section 2.02(b)(iii), (iv), or (v));

        (ii)     the Borrower may not select Eurodollar Rate Advances for any A
                 Borrowing to be made if the aggregate amount of such Borrowing
                 is less than $20,000,000;

       (iii)     if any Bank shall, at least one Business Day before the date
                 of any requested A Borrowing to be made, notify the Agent that
                 the introduction of or any change in or in the interpretation
                 of any law or regulation makes it unlawful, or that any
                 central bank or other governmental authority asserts that it
                 is unlawful, for such Bank or its Eurodollar Lending Office to
                 perform its obligations hereunder to make Eurodollar Rate
                 Advances or to fund Eurodollar Rate Advances hereunder, the
                 right of the Borrower to select Eurodollar Rate Advances for
                 such A Borrowing or any subsequent A Borrowing shall be
                 suspended until such Bank shall notify the Agent that the
                 circumstances causing such suspension no longer exist, and,
                 except as provided in Section 2.02(b)(vi), each Advance
                 comprising such A Borrowing shall be a Base Rate Advance;

        (iv)     if the Majority Banks shall, on or before the date of any
                 requested A Borrowing to be made, notify the Agent that the
                 Eurodollar Rate for Eurodollar Rate Advances comprising such A
                 Borrowing will not adequately reflect the cost to such Banks
                 of making their respective Eurodollar Rate Advances for such A
                 Borrowing, the right of the Borrower to select Eurodollar Rate
                 Advances for such A Borrowing or any subsequent A Borrowing
                 shall be suspended until the Agent, at the request of the
                 Majority Banks, shall notify the Borrower and the Banks that
                 the circumstances causing such suspension no longer exist,
                 and, except as provided in Section 2.02(b)(vi), each Advance
                 comprising such A Borrowing shall be a Base Rate Advance;

         (v)     if less than two Reference Banks furnish timely information to
                 the Agent for determining the Eurodollar Rate for Eurodollar
                 Rate Advances, comprising any requested A Borrowing to be
                 made, the right of the Borrower to select Eurodollar Rate
                 Advances, as the case may be, for such A Borrowing or any
                 subsequent A Borrowing shall be suspended until the Agent
                 shall notify the Borrower and the Banks that the circumstances
                 causing such suspension no longer exist, and,





                                      -11-
<PAGE>   17
                 except as provided in Section 2.02(b)(vi), each Advance 
                 comprising such A Borrowing shall be a Base Rate Advance;

        (vi)     if the Borrower has requested a proposed A Borrowing
                 consisting of Eurodollar Rate Advances and as a result of
                 circumstances referred to in Section 2.02(b)(iii), (iv) or (v)
                 such A Borrowing would not consist of Eurodollar Rate
                 Advances, the Borrower may, by notice given not later than
                 2:00 P.M. (Dallas time) at least one Business Day prior to the
                 date such proposed A Borrowing would otherwise be made, cancel
                 such A Borrowing, in which case such A Borrowing shall be
                 cancelled and no Advances shall be made as a result of such
                 requested A Borrowing, but the Borrower shall indemnify the
                 Banks in connection with such cancellation as contemplated by
                 Section 2.02(c); and

       (vii)     if the Borrower shall fail to select the duration or
                 continuation of any Interest Period for any Eurodollar Rate
                 Advances in accordance with the provisions contained in the
                 definition of "Interest Period" in Section 1.01 and this
                 paragraph (b), the Agent will promptly so notify the Borrower
                 and the Banks and such A Advances will be made available to
                 the Borrower on the date of such A Borrowing as Base Rate
                 Advances.

         (c)     Each Notice of A Borrowing shall be irrevocable and binding on
the Borrower, except as set forth in Section 2.02(b)(vi).  In the case of any A
Borrowing requested by the Borrower which the related Notice of A Borrowing
specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall
indemnify each Bank against any loss, cost or expense incurred by such Bank as
a result of any failure to fulfill on or before the date specified in such
Notice of A Borrowing for such A Borrowing the applicable conditions set forth
in Article III, including, without limitation, any loss (including loss of
reasonably anticipated profits), cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by such Bank to
fund the A Advance to be made by such Bank as part of such A Borrowing when
such A Advance, as a result of such failure, is not made on such date.  A
certificate in reasonable detail as to the basis for and the amount of such
loss, cost or expense submitted to the Borrower and the Agent by such Bank
shall be prima facie evidence of the amount of such loss, cost or expense.  If
an A Borrowing requested by the Borrower which the related Notice of A
Borrowing specifies is to be comprised of Eurodollar Rate Advances is not made
as an A Borrowing comprised of Eurodollar Rate Advances as a result of Section
2.02(b), the Borrower shall indemnify each Bank against any loss (excluding
loss of profits), cost or expense incurred by such Bank by reason of the
liquidation or reemployment of deposits or other funds acquired by such Bank
(prior to the time such Bank is actually aware that such A Borrowing will not
be so made) to fund the A Advance to be made by such Bank as part of such A
Borrowing.  A certificate in reasonable detail as to the basis for and the
amount of such loss, cost or expense submitted to the Borrower and the Agent by
such Bank shall be prima facie evidence of the amount of such loss, cost or
expense.

         (d)     Unless the Agent shall have received notice from a Bank prior
to the date of any A Borrowing that such Bank will not make available to the
Agent such Bank's ratable portion of such A Borrowing, the Agent may assume
that such Bank has made such portion available to the Agent on the date of such
A Borrowing in accordance with subsection (a) of this Section 2.02 and the
Agent may, in reliance upon such assumption, make available to the Borrower
requesting such A Borrowing on such date a corresponding amount.  If and to the
extent that such Bank shall not have so made such ratable portion available to
the Agent, such





                                      -12-
<PAGE>   18
Bank and the Borrower severally agree to repay to the Agent forthwith on demand
such corresponding amount together with interest thereon, for each day from the
date such amount is made available to the Borrower until the date such amount
is repaid to the Agent, at (i) in the case of the Borrower, the interest rate
applicable at the time to A Advances comprising such A Borrowing and (ii) in
the case of such Bank, the Federal Funds Rate.  If such Bank shall repay to the
Agent such corresponding amount, such amount so repaid shall constitute such
Bank's A Advance as part of such A Borrowing for purposes of this Agreement.

         (e)     The failure of any Bank to make the A Advance to be made by it
as part of any A Borrowing shall not relieve any other Bank of its obligation,
if any, hereunder to make its A Advance on the date of such A Borrowing, but no
Bank shall be responsible for the failure of any other Bank to make the A
Advance to be made by such other Bank on the date of any A Borrowing.

         Section 2.03.  Fees.

         (a)     Facility Fee.  The Borrower agrees to pay to each Bank a
facility fee on such Bank's Commitment (regardless of usage) from the date
hereof until the Termination Date at a rate of .10% per annum, payable in
arrears on the last day of each calendar quarter during the term of such Bank's
Commitment, and on the Termination Date.

         (b)     Administrative Fee.  The Borrower agrees to pay to the Agent,
for its sole account, an administrative fee as set forth in the Agent's Fee
Letter.

         (c)     Bid Request Fee.  The Borrower agrees to pay to the Agent on
the date of each request for B Advances pursuant to Section 2.08 a bid request
fee as set forth in the Agent's Fee Letter.

         (d)     Arrangement Fee.  The Borrower agrees to pay to the Agent on
the date of this Agreement an arrangement fee as set forth in the Agent's Fee
Letter.

         Section 2.04.  Optional Reduction of the Commitments.  The Borrower
shall have the right, upon at least five Business Days notice to the Agent, to
terminate in whole or reduce ratably in part the unused portions of the
respective Commitments of the Banks, provided that each partial reduction shall
be in the aggregate amount of at least $10,000,000, and provided further, that
the aggregate amount of the Commitments of the Banks shall not be reduced to an
amount which is less than the aggregate principal amount of the Advances then
outstanding.  Any such reduction or termination of the Commitments shall be
permanent.

         Section 2.05.  Repayment and Prepayment of A Advances.  (a) The unpaid
principal amount of each A Advance that is made by each Bank shall be repaid by
the Borrower in full on the last day of the Interest Period for such A Advance.


         (b)     The Borrower may, in respect of Base Rate Advances upon at
least one Business Days' notice, and, in respect of Eurodollar Rate Advances
upon at least three Business Days' notice, to the Agent stating the proposed
date (which shall be a Business Day) and aggregate principal amount of the
prepayment, and if such notice is given the Borrower shall, prepay the
outstanding principal amounts of the A Advances comprising part of the same A
Borrowing in whole or ratably in part, together with accrued interest to the
date of such prepayment on the principal amount prepaid and amounts, if any,
required to be paid pursuant to Section 2.10 as a result of such prepayment;
provided, however, that each partial prepayment pursuant to this Section
2.05(b) shall be in an aggregate principal





                                      -13-
<PAGE>   19
amount not less than $5,000,000 and in an aggregate principal amount such that
after giving effect thereto no A Borrowing comprised of Base Rate Advances
shall have a principal amount outstanding of less than $5,000,000 and no A
Borrowing comprised of Eurodollar Rate Advances shall have a principal amount
outstanding of less than $20,000,000.

         Section 2.06.  Interest on A Advances.  The Borrower shall pay
interest on the unpaid principal amount of each A Advance made by each Bank
from the date of such A Advance until such principal amount shall be paid in
full, at the following rates per annum:

         (a)     Base Rate Advances.  If such A Advance is a Base Rate Advance,
a rate per annum equal at all times during the Interest Period for such A
Advance to the Base Rate in effect from time to time during such Interest
Period for such A Advance, payable on the last day of such Interest Period.

         (b)     Eurodollar Rate Advances.  If such A Advance is a Eurodollar
Rate Advance, a rate per annum equal at all times during the Interest Period
for such A Advance to the sum of the Eurodollar Rate for such Interest Period
plus the Applicable Margin in effect from time to time for such A Advance,
payable on the last day of such Interest Period and, if such Interest Period
has a duration of more than three months, on each day which occurs during such
Interest Period every three months from the first day of such Interest Period.

         (c)     Additional Interest on Eurodollar Rate Advances.  The Borrower
shall pay to each Bank, so long as such Bank shall be required under
regulations of the Board of Governors of the Federal Reserve System to maintain
reserves with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities, additional interest on the unpaid principal amount of
each Eurodollar Rate Advance of such Bank, from the date of such Advance until
such principal amount is paid in full, at an interest rate per annum equal at
all times to the remainder obtained by subtracting (i) the Eurodollar Rate for
the Interest Period for such Advance from (ii) the rate obtained by dividing
such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Rate
Reserve Percentage of such Bank for such Interest Period, payable on each date
on which interest is payable on such Advance.  Such additional interest shall
be determined by such Bank and notified to the Borrower through the Agent.  A
certificate as to the amount of such additional interest submitted to the
Borrower and the Agent by such Bank shall be conclusive and binding for all
purposes, absent manifest error.

         Section 2.07.  Interest Rate Determination.  (a) Each Reference Bank
agrees to furnish to the Agent timely information for the purpose of
determining each Eurodollar Rate.  If any of the Reference Banks shall not
furnish such timely information to the Agent for the purpose of determining any
such Eurodollar Rate, the Agent shall determine such Eurodollar Rate on the
basis of timely information furnished by the remaining Reference Banks, subject
to Section 2.02(b).

         (b)     The Agent shall give prompt notice to the Borrower and the
Banks of the applicable interest rate for such A Advance determined by the
Agent for purposes of Section 2.06(a) or (b), and the applicable rate, if any,
furnished by each Reference Bank for the purpose of determining the applicable
interest rate under Section 2.06(b).

         Section 2.08.  The B Advances.  (a) Each Bank severally agrees that
the Borrower may make B Borrowings under this Section 2.08 from time to time on
any Business Day during the period from the date hereof until the date
occurring 30 days prior to the Termination Date in the manner set forth below;
provided that,





                                      -14-
<PAGE>   20
following the making of each B Borrowing, the aggregate amount of the Advances
then outstanding shall not exceed the aggregate amount of the Commitments of
the Banks (computed without regard to any B Reduction).

         (i)     The Borrower may request a B Borrowing under this Section 2.08
                 by delivering to the Agent, not later than 9:00 A.M. (Dallas
                 time) at least five Business Days prior to the date of the
                 proposed B Borrowing, a notice of a B Borrowing (a "Notice of
                 B Borrowing"), in substantially the form of Exhibit B-2
                 hereto, specifying the date and aggregate amount of the
                 proposed B Borrowing, the maturity date for repayment of each
                 B Advance to be made as part of such B Borrowing (which
                 maturity date may not be earlier than the date occurring 14
                 days after the date of such B Borrowing or later than the
                 earlier of 6 months after the date of such B Borrowing or the
                 Termination Date), the interest payment date or dates relating
                 thereto, and any other terms to be applicable to such B
                 Borrowing (including, without limitation, the basis to be used
                 by the Banks in determining the rate or rates of interest to
                 be offered by them as provided in paragraph (ii) below and
                 prepayment terms, if any, but excluding any waiver or other
                 modification to any of the conditions set forth in Article
                 III).  The Borrower may not select a maturity date for any B
                 Borrowing which ends after the Termination Date.  The Agent
                 shall promptly notify each Bank of each request for a B
                 Borrowing received by it from the Borrower by sending such
                 Bank a copy of the related Notice of B Borrowing.

        (ii)     Each Bank may, if in its sole discretion it elects to do so,
                 irrevocably offer to make one or more B Advances to the
                 Borrower as part of such proposed B Borrowing at a rate or
                 rates of interest specified by such Bank in its sole
                 discretion, by notifying the Agent (which shall give prompt
                 notice thereof to the Borrower), before 9:00 A.M. (Dallas
                 time) three Business Days before the date of such proposed B
                 Borrowing specified in the Notice of B Borrowing delivered
                 with respect thereto pursuant to paragraph (i) above, of the
                 minimum amount and maximum amount of each B Advance which such
                 Bank would be willing to make as part of such proposed B
                 Borrowing (which amounts may, subject to the proviso to the
                 first sentence of this Section 2.08(a), exceed such Bank's
                 Commitment), the rate or rates of interest therefor and such
                 Bank's Applicable Lending Office with respect to such B
                 Advance; provided that if the Agent in its capacity as a Bank
                 shall, in its sole discretion, elect to make any such offer,
                 it shall notify the Borrower of such offer before 8:45 A.M.
                 (Dallas time) three Business Days before the date of the
                 proposed B Borrowing specified in the Notice of B Borrowing
                 delivered with respect thereto pursuant to paragraph (i)
                 above.  Any Bank which has not notified the Agent of an offer
                 prior to the time specified above shall be deemed to have
                 elected not to make such an offer.

       (iii)     The Borrower shall, in turn, before 10:00 A.M. (Dallas time)
                 three Business Days before the date of such proposed B
                 Borrowing specified in the Notice of B Borrowing delivered
                 with respect thereto pursuant to paragraph (i) above, either

                          (A)     cancel such B Borrowing by giving the Agent
                 notice to that effect, or





                                      -15-
<PAGE>   21
                          (B)     accept one or more of the offers made by any
                 Bank or Banks pursuant to paragraph (ii) above, in its sole
                 discretion, by giving notice to the Agent of the amount of
                 each B Advance (which amount shall be equal to or greater than
                 the minimum amount, and equal to or less than the maximum
                 amount, notified to the Borrower by the Agent on behalf of
                 such Bank for such B Advance pursuant to paragraph (ii) above)
                 to be made by each Bank as part of such B Borrowing, and
                 reject any remaining offers made by Banks pursuant to
                 paragraph (ii) above by giving the Agent notice to that
                 effect.

        (iv)     If the Borrower notifies the Agent that such B Borrowing is
                 cancelled pursuant to paragraph (iii)(A) above, the Agent
                 shall give prompt notice thereof to the Banks and such B
                 Borrowing shall not be made.

         (v)     If the Borrower accepts one or more of the offers made by any
                 Bank or Banks pursuant to paragraph (iii)(B) above, the Agent
                 shall in turn promptly notify (A) each Bank that has made an
                 offer as described in paragraph (ii) above, of the date and
                 aggregate amount of such B Borrowing and whether or not any
                 offer or offers made by such Bank pursuant to paragraph (ii)
                 above have been accepted by the Borrower, (B) each Bank that
                 is to make a B Advance as part of such B Borrowing, of the
                 amount of each B Advance to be made by such Bank as part of
                 such B Borrowing, and (C) each Bank that is to make a B
                 Advance as part of such B Borrowing, upon receipt, that the
                 Agent has received forms of documents appearing to fulfill the
                 applicable conditions set forth in Article III.  Each Bank
                 that is to make a B Advance as part of such B Borrowing shall,
                 before 1:00 P.M. (Dallas time) on the date of such B Borrowing
                 specified in the notice received from the Agent pursuant to
                 clause (A) of the preceding sentence or any later time when
                 such Bank shall have received notice from the Agent pursuant
                 to clause (C) of the preceding sentence, make available for
                 the account of its Applicable Lending Office to the Agent at
                 its address referred to in Section 10.02 such Bank's portion
                 of such B Borrowing, in same day funds.  Upon fulfillment of
                 the applicable conditions set forth in Article III and after
                 receipt by the Agent of such funds, the Agent will make such
                 funds available to the Borrower at the Agent's aforesaid
                 address.  Promptly after each B Borrowing the Agent will
                 notify each Bank of the amount of the B Borrowing, the
                 consequent B Reduction and the dates upon which such B
                 Reduction commenced and will terminate.

         (b)     Each B Borrowing shall be in an aggregate amount of not less
than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and,
following the making of each B Borrowing, the Borrower shall be in compliance
with the limitation set forth in the proviso to the first sentence of Section
2.08(a).

         (c)     Within the limits and on the conditions set forth in this
Section 2.08, the Borrower may from time to time borrow under this Section
2.08, repay pursuant to subsection (d) below, and reborrow under this Section
2.08, provided that no B Borrowing shall be made within three Business Days of
the date of another B Borrowing.

         (d)     The Borrower shall repay to the Agent for the account of each
Bank which has made a B Advance to the Borrower on the maturity date of each B
Advance (such maturity date being that specified by the Borrower for repayment
of such B Advance in the related Notice of B Borrowing delivered pursuant to





                                      -16-
<PAGE>   22
subsection (a)(i) above) the then unpaid principal amount of such B Advance.
The Borrower shall not have any right to prepay any principal amount of any B
Advance unless, and then only on the terms, specified by the Borrower for such
B Advance in the related Notice of B Borrowing delivered pursuant to subsection
(a)(i) above and set forth in the B Note evidencing such B Advance.

         (e)     The Borrower shall pay interest on the unpaid principal amount
of each B Advance from the date of such B Advance to the date the principal
amount of such B Advance is repaid in full, at the rate of interest for such B
Advance specified by the Bank making such B Advance in its notice with respect
thereto delivered pursuant to subsection (a)(ii) above, payable on the interest
payment date or dates specified by the Borrower for such B Advance in the
related Notice of B Borrowing delivered pursuant to subsection (a)(i) above, as
provided in the B Note evidencing such B Advance.

         (f)     The indebtedness of the Borrower resulting from each B Advance
made to the Borrower as part of a B Borrowing shall be evidenced by a separate
B Note of the Borrower payable to the order of the Bank making such B Advance.

         Section 2.09.  Payments, Computations; Interest on Overdue Amounts.
(a) The Borrower shall make each payment hereunder and under the Notes to be
made by it not later than 10:00 A.M. (Dallas time) on the day when due in U.S.
dollars to the Agent at its address referred to in Section 10.02 in same day
funds.  The Agent will promptly thereafter cause to be distributed like funds
relating to the payment of principal, interest or fees ratably (other than
amounts payable pursuant to Section 2.06(c), 2.08, 2.10, 2.11 or 2.13) to the
Banks for the account of their respective Applicable Lending Offices, and like
funds relating to the payment of any other amount payable to any Bank to such
Bank for the account of its Applicable Lending Office, in each case to be
applied in accordance with the terms of this Agreement.  In no event shall any
Bank be entitled to share any administrative fee paid to the Agent pursuant to
Section 2.03(b), any bid request fee paid to the Agent pursuant to Section
2.03(c) or any other fee paid to the Agent, as such.

         (b)     All computations of interest based on the Base Rate and of
fees shall be made by the Agent on the basis of a year of 365 or 366 days, as
the case may be, and all computations of interest based on the Eurodollar Rate
or the Federal Funds Rate shall be made by the Agent, and all computations of
interest pursuant to Section 2.06(c) shall be made by a Bank, on the basis of a
year of 360 days, in each case for the actual number of days (including the
first day but excluding the last day) occurring in the period for which such
interest or fees are payable.  Each determination by the Agent (or, in the case
of Section 2.06(c), by a Bank) of an interest rate hereunder shall be
conclusive and binding for all purposes, absent manifest error.

         (c)     Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of payment of interest or fee, as the case
may be; provided, however, if such extension would cause payment of interest on
or principal of Eurodollar Rate Advances to be made in the next following
calendar month, such payment shall be made on the next preceding Business Day.

         (d)     Unless the Agent shall have received notice from the Borrower
prior to the date on which any payment is due by the Borrower to any Bank
hereunder that the Borrower will not make such payment in full, the Agent may
assume that the Borrower has made such payment in full to the Agent on such
date and the Agent may, in reliance upon such assumption, cause to be
distributed to each Bank





                                      -17-
<PAGE>   23
on such due date an amount equal to the amount then due such Bank.  If and to
the extent the Borrower shall not have so made such payment in full to the
Agent, each Bank shall repay to the Agent forthwith on demand such amount
distributed to such Bank together with interest thereon, for each day from the
date such amount is distributed to such Bank until the date such Bank repays
such amount to the Agent, at the Federal Funds Rate.

         (e)     Whenever any reference is made to any Bank's "ratable share"
or "ratable portion" (or any similar reference) of any amount hereunder, such
share or portion shall be calculated to not more than four decimal places,
rounding up or down, as appropriate.

         (f)     Any amount payable hereunder or under the Notes or under any
other Credit Document which is not paid when due (whether at stated maturity,
by acceleration or otherwise) shall bear interest, to the extent permitted by
law, from the date on which such amount became due until such amount is paid in
full, payable on demand, at a rate per annum equal at all times to:  (i) in the
case of any overdue principal of any Advance, the greater of (x) the sum of the
Base Rate in effect from time to time plus 2% per annum and (y) the sum of the
rate per annum required to be paid on such Advance immediately prior to the
date on which such amount became due plus 2% per annum, or (ii) in the case of
any interest, fee or other amount payable hereunder or under the Notes or under
any other Credit Document, the sum of the Base Rate in effect from time to time
plus 2% per annum.

         Section 2.10.  Consequential Losses.  If (a) any payment (or purchase
pursuant to Section 2.11(c)) of principal of any Eurodollar Rate Advance or B
Advance made to the Borrower is made other than on the last day of an Interest
Period relating to such Advance (or in the case of a B Advance, other than on
the original scheduled maturity date thereof), as a result of a prepayment
pursuant to Section 2.05(b) or 2.12 or acceleration of the maturity of the
Notes pursuant to Section 2.15 or Section 8.01 or for any other reason or as a
result of any such purchase; or (b) the Borrower fails to make a principal or
interest payment with respect to any Eurodollar Rate Advance or B Advance on
the date such payment is due and payable, the Borrower shall, upon demand by
any Bank (with a copy of such demand to the Agent), pay to the Agent for the
account of such Bank any amounts required to compensate such Bank for any
additional losses, costs or expenses which it may reasonably incur as a result
of any such payment or purchase, including, without limitation, any loss
(including loss of reasonably anticipated profits, except in the case of such a
purchase pursuant to Section 2.11(c)), cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by such
Bank to fund or maintain such Advance.

         Section 2.11.  Increased Costs.  (a) If, due to either (i) the
introduction of or any change (including without limitation, but without
duplication, any change by way of imposition or increase of reserve requirements
included, in the case of Eurodollar Rate Advances, the Eurodollar Rate Reserve
Percentage) in or in the interpretation, application or applicability of any law
or regulation or (ii) the compliance with any guideline or request from any
central bank or other governmental authority (whether or not having the force of
law), there shall be any increase in the cost to any Bank of agreeing to make or
making, funding or maintaining any Fixed Rate Advance to the Borrower, then the
Borrower shall from time to time, upon demand by such Bank (with a copy of such
demand to the Agent), pay to the Agent for the account of such Bank additional
amounts sufficient to compensate such Bank for such increased cost.  A
certificate as to the amount of such increased cost, submitted to the Borrower
and the Agent by such Bank, shall be prima facie evidence of the amount of such
increased cost.  Promptly after any





                                      -18-
<PAGE>   24
Bank becomes aware of any such introduction, change or proposed compliance,
such Bank shall notify the Borrower thereof, provided that the failure to
provide such notice shall not affect such Bank's rights hereunder, except that
such Bank's right to recover such increased costs from the Borrower for any
period prior to such notice shall be limited to the period of (i) 180 days, if
such increased cost relates to any outstanding Advance, or (ii) 90 days, in
each other event, immediately prior to the date such notice is given to the
Borrower.

         (b)     If any Bank determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects or
would affect the amount of capital required or expected to be maintained by
such Bank or any corporation controlling such Bank and that the amount of such
capital is increased by or based upon the existence of such Bank's commitment
to lend to the Borrower hereunder and other commitments of this type, then,
upon demand by such Bank (with a copy of such demand to the Agent), the
Borrower shall immediately pay to the Agent for the account of such Bank, from
time to time as specified by such Bank, additional amounts sufficient to
compensate such Bank or such corporation in the light of such circumstances, to
the extent that such Bank reasonably determines such increase in capital to be
allocable to the existence of such Bank's commitment to lend hereunder.  A
certificate as to such amounts submitted to the Borrower and the Agent by such
Bank shall be conclusive and binding for all purposes, absent manifest error.

         (c)     In the event that any Bank makes a demand for payment under
Section 2.06(c) or this Section 2.11, the Borrower may within ninety days of
such demand, if no Default then exists, replace such Bank with another
commercial bank in accordance with all of the provisions of the last sentence
of Section 10.06(a) (including execution of an appropriate Assignment) provided
that (i) all obligations of such Bank to lend hereunder shall be terminated and
the A Note and any B Note payable to such Bank and all other obligations owed
to such Bank hereunder shall be purchased in full without recourse at par plus
accrued interest at or prior to such replacement, (ii) such replacement bank
shall be reasonably satisfactory to the Agent, (iii) such replacement bank
shall, from and after such replacement, be deemed for all purposes to be a
"Bank" hereunder with a Commitment in the amount of the respective Commitment
of the assigning Bank immediately prior to such replacement (plus, if such
replacement bank is already a Bank prior to such replacement, the respective
Commitment of such Bank prior to such replacement), as such amount may be
changed from time to time pursuant hereto, and shall have all of the rights,
duties and obligations hereunder of the Bank being replaced, and (iv) such
other actions shall be taken by the Borrower, such Bank and such replacement
bank as may be appropriate to effect the replacement of such Bank with such
replacement bank on terms such that such replacement bank has all of the
rights, duties and obligations hereunder as such Bank (including, without
limitation, execution and delivery of new Notes to such replacement bank,
redelivery to the Borrower in due course of the Notes payable to such Bank and
specification of the information contemplated by Schedule I as to such
replacement bank).

         Section 2.12.  Illegality.  Notwithstanding any other provision of
this Agreement, if any Bank shall notify the Agent that the introduction of or
any change in or in the interpretation of any law or regulation shall make it
unlawful, or any central bank or other governmental authority shall assert that
it is unlawful, for any Bank or its Applicable Lending Office to make any Fixed
Rate Advance or to continue to fund or maintain any Fixed Rate Advance
hereunder, then, on notice thereof to the Borrower by the Agent, (i) the
obligation of each of the Banks to make any Fixed Rate Advance of the same Type
shall be suspended until the Agent shall notify the Borrower and the Banks that
the circumstances





                                      -19-
<PAGE>   25
causing such suspension no longer exist, and (ii) the Borrower shall forthwith
prepay in full all Fixed Rate Advances then outstanding of all Banks which are
affected Fixed Rate Advances, together with all accrued interest thereon and
all amounts payable pursuant to Section 2.10, unless each Bank shall determine
in good faith in its sole opinion that it is lawful to maintain the Fixed Rate
Advances made by such Bank to the end of the Interest Period then applicable
thereto.

         Section 2.13.  Taxes.  (a) Any and all payments by the Borrower or the
Guarantor hereunder or under the Notes or any other Credit Document shall be
made, in accordance with Section 2.09, free and clear of and without deduction
for any and all present or future taxes, levies, imposts, deductions, charges
or withholdings with respect thereto, and all liabilities with respect thereto,
excluding in the case of each Bank and the Agent, taxes imposed on its income,
and franchise taxes imposed on it, by the jurisdiction under the laws of which
such Bank or the Agent (as the case may be) is organized or any political
subdivision thereof and, in the case of each Bank, taxes imposed on its income,
and franchise taxes imposed on it, by the jurisdiction of such Bank's
Applicable Lending Office or any political subdivision thereof (all such
non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter referred to as "Taxes").  If the Borrower or the
Guarantor shall be required by law to deduct any Taxes from or in respect of
any sum payable by it hereunder or under any Note or other Credit Document to
any Bank or the Agent, (i) the sum payable shall be increased as may be
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.13) such Bank or the
Agent (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrower or the Guarantor,
as the case may be, shall make such deductions and (iii) the Borrower or the
Guarantor, as the case may be, shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable
law.

         (b)     In addition, the Borrower or the Guarantor, as the case may
be, agrees to pay any present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies which arise from any
payment made by the Borrower or the Guarantor hereunder or under any Note or
other Credit Document executed by it or from the execution, delivery or
registration of, or otherwise with respect to, this Agreement or any Note or
other Credit Document (hereinafter referred to as "Other Taxes").

         (c)     THE BORROWER AND THE GUARANTOR WILL INDEMNIFY EACH BANK, THE
CO-AGENTS AND THE AGENT FOR THE FULL AMOUNT OF TAXES OR OTHER TAXES (INCLUDING,
WITHOUT LIMITATION, ANY TAXES OR OTHER TAXES IMPOSED BY ANY JURISDICTION ON
AMOUNTS PAYABLE UNDER THIS SECTION 2.13) OWED AND PAID BY SUCH BANK, CO-AGENT
OR THE AGENT (AS THE CASE MAY BE) AND ANY LIABILITY (INCLUDING PENALTIES,
INTEREST AND EXPENSES) ARISING THEREFROM OR WITH RESPECT THERETO.  THIS
INDEMNIFICATION SHALL BE MADE WITHIN 30 DAYS FROM THE DATE SUCH BANK, THE
CO-AGENT OR THE AGENT (AS THE CASE MAY BE) MAKES WRITTEN DEMAND THEREFOR.

         (d)     Within 30 days after the date of the payment of Taxes by or at
the direction of the Borrower or the Guarantor, the Borrower will furnish to
the Agent, at its address referred to in Section 10.02, the original or a
certified copy of a receipt evidencing payment thereof.

         (e)     Without prejudice to the survival of any other agreement of
the Borrower or the Guarantor hereunder, the agreements and obligations of the
Borrower and the Guarantor contained in this Section 2.13 shall survive the





                                      -20-
<PAGE>   26
payment in full of principal and interest hereunder and under the Notes and
other Credit Documents.

         (f)     Each Bank that is not incorporated under the laws of the
United States of America or a state thereof agrees that it will deliver to the
Borrower and the Agent on the date of this Agreement or upon the effectiveness
of any Assignment and Acceptance (i) two duly completed copies of United States
Internal Revenue Service Form 1001 or 4224 or successor applicable form, as the
case may be, certifying in each case that such Bank is entitled to receive
payments under this Agreement and the Notes payable to it, without deduction or
withholding of any United States federal income taxes, (ii) if applicable, an
Internal Revenue Service Form W-8 or W-9 or successor applicable form, as the
case may be, to establish an exemption from United States backup withholding
tax, and (iii) any other governmental forms which are necessary or required
under an applicable tax treaty or otherwise by law to reduce or eliminate any
withholding tax, which have been reasonably requested by the Borrower.  Each
Bank which delivers to the Borrower and the Agent a Form 1001 or 4224 and Form
W-8 or W-9 pursuant to the next preceding sentence further undertakes to
deliver to the Borrower and the Agent two further copies of the said Form 1001
or 4224 and Form W-8 or W-9, or successor applicable forms, or other manner of
certification, as the case may be, on or before the date that any such form
expires or becomes obsolete or after the occurrence of any event requiring a
change in the most recent form previously delivered by it to the Borrower and
the Agent, and such extensions or renewals thereof as may reasonably be
requested by the Borrower and the Agent certifying in the case of a Form 1001
or 4224 that such Bank is entitled to receive payments under this Agreement
without deduction or withholding of any United States federal income taxes.
The Borrower shall withhold tax at the rate and in the manner required by the
laws of the United States with respect to payments made to a Bank failing to
timely provide the requisite Internal Revenue Service forms.

         Section 2.14.  Payments Pro Rata.  Except as provided in Sections
2.03(b), 2.03(c), 2.03(d), 2.06(c), 2.10, 2.11, 2.13, or 2.15, each of the
Banks agrees that if it should receive any payment (whether by voluntary
payment, by realization upon security, by the exercise of the right of setoff
or banker's lien, by counterclaim or cross action, by the enforcement of any
right under this Agreement or the Notes or other Credit Documents, or
otherwise) in respect of any obligation of the Borrower or Guarantor hereunder
or under the Notes or other Credit Documents of a sum which with respect to the
related sum or sums received by other Banks is in a greater proportion than the
total amount of principal, interest, fees or any other obligation incurred
hereunder, as the case may be, then owed and due to such Bank bears to the
total amount of principal, interest, fees or any such other obligation then
owed and due to all of the Banks immediately prior to such receipt, then such
Bank receiving such excess payment shall purchase for cash without recourse
from the other Banks an interest in the obligations of the Borrower to such
Banks in such amount as shall result in a proportional participation by all of
the Banks in the aggregate unpaid amount of principal, interest, fees or any
such other obligation, as the case may be, owed to all of the Banks, provided
that if all or any portion of such excess payment is thereafter recovered from
such purchasing Bank, such purchase from each other Bank shall be rescinded and
each such other Bank shall repay to the purchasing Bank the purchase price to
the extent of such other Bank's ratable share (according to the proportion of
(i) the amount of the participation purchased from such other Bank as a result
of such excess payment to (ii) the total amount of such excess payment) of such
recovery together with an amount equal to such other Bank's ratable share
(according to the proportion of (i) the amount of such other Bank's required
repayment to (ii) the total amount so recovered from the purchasing Bank) of
any interest or other amount paid or payable by the purchasing Bank in respect
of the total amount so recovered.  The Borrower agrees





                                      -21-
<PAGE>   27
that any Bank so purchasing a participation from another Bank pursuant to this
Section 2.14 may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off) with respect to such
participation as fully as if such Bank were the direct creditor of the Borrower
in the amount of such participation.

         Section 2.15.  Optional Termination by  Banks.  Notwithstanding
anything to the contrary in this Agreement, if Petrofina S.A., a societe
anonyme (corporation) organized and existing under the laws of Belgium
("Petrofina"), shall at any time own, directly or indirectly, capital stock of
the Guarantor representing less than 50% of the voting power of all capital
stock of the Guarantor, then in such event (i) the Guarantor shall promptly and
in any case within 15 days of such event notify the Agent and the Agent shall
so inform the Banks, (ii) each Bank shall have the option, for 30 days from the
date of its receipt of notice from the Agent, to terminate its Commitment and
to require the Borrower to repay all Advances then outstanding and payable to
such Bank, together with accrued and unpaid interest and fees payable to such
Bank, and (iii) the Borrower shall repay all Advances, interest and fees
payable to all such terminating Banks within 60 days of the date the last
terminating Bank has exercised its option to terminate its Commitment; provided
however, that no Bank shall be entitled to repayment of its Advances, interest
and fees pursuant to this Section if at the scheduled time of such repayment
any Default has occurred which is continuing unless with the consent of the
Agent and all Banks; and provided further, however, that unless the Majority
Banks elect to continue their Commitments, the Commitments of all Banks shall
be deemed to have been terminated pursuant to this Section and the Borrower
shall be obligated to repay all outstanding Advances, interest and fees
hereunder to the Banks within 60 days of the date the last terminating Bank
exercised its option to terminate its Commitment pursuant to this Section.


                                  ARTICLE III

                                   CONDITIONS

         Section 3.01.  Conditions Precedent to Initial Borrowings.  The
obligation of each Bank to make its initial Advance as part of the initial
Borrowing is subject to the conditions precedent that:

         (a)     Documentation.  On or before the day on which the initial
Borrowing is made, the Agent shall have received the following duly executed by
all the parties thereto, in form and substance satisfactory to the Agent and
the Banks, and (except for the Notes) in sufficient copies for each Bank:

                 (i)      This Agreement duly executed by the Borrower, the
         Guarantor, the Agent, the Co-Agents and each Bank.

                 (ii)     A certificate of the Secretary or an Assistant
         Secretary of the Borrower certifying (i) copies of the Certificate of
         Incorporation and Bylaws of the Borrower as in effect on the date
         hereof, and (ii) the names and true signatures of the officers of the
         Borrower authorized to sign the Credit Documents executed or to be
         executed by the Borrower.

                 (iii)    A certificate of the Secretary or an Assistant
         Secretary of the Guarantor certifying (i) copies of the Certificate of
         Incorporation and Bylaws of the Guarantor as in effect on the date
         hereof, and (ii) the names and true signatures of the officers of the
         Guarantor authorized to sign the Credit Documents executed or to be
         executed by the Guarantor.





                                      -22-
<PAGE>   28
                 (iv)     A favorable opinion of Cullen M. Godfrey, General
         Counsel for each of the Borrower and the Guarantor, substantially in
         the form of Exhibit D hereto and as to such other matters as any Bank
         through the Agent may reasonably request.

                 (v)      A favorable opinion of Messrs. Bracewell & Patterson,
         counsel for the Agent, substantially in the form of Exhibit E hereto.

                 (vi)     The Agent's Fee Letter, executed by the Agent, the
         Borrower and the Guarantor.

         (b)     No Material Adverse Change.  No event or events which,
individually or in the aggregate has had or is reasonably likely to cause a
material adverse change in the business, assets, condition or operations of (i)
the Borrower and its Subsidiaries taken as a whole, or (ii) the Guarantor and
its Subsidiaries taken as a whole shall have occurred.

         (c)     Payment of Fees.  On the date of this Agreement, the Borrower
shall have paid the fees required by paragraphs (b) and (d) of Section 2.03 and
all costs and expenses which have been invoiced and are payable pursuant to
Section 10.04.

         (d)     No Default.  No Default shall have occurred and be continuing
or would result from such Borrowing or from the application of the proceeds
therefrom.

         (e)     Representations and Warranties.  The representations and
warranties contained in Article V hereof shall be true and correct in all
material respects on and as of the Effective Date before and after giving
effect to the initial Borrowing and to the application of the proceeds from
such Borrowing, as though made on and as of such date.

         (f)     Termination of Existing Credit Agreement.  The Agent, the
Co-Agents and the Banks shall have received sufficient evidence indicating that
the Borrower's and the Guarantor's obligations under the Amended and Restated
Credit Agreement dated as of March 10, 1994 among the Borrower, the Guarantor,
the banks parties thereto, and NationsBank of Texas, N.A., as agent, have been
repaid and all commitments of the banks party thereto have been terminated.

         (g)     No Material Litigation.  No legal or regulatory action or
proceeding has commenced and is continuing against the Borrower, the Guarantor
or any of their Subsidiaries since the date of this Agreement which could
reasonably be expected to cause a material adverse change in the business,
assets, condition or operations of (i) the Borrower and its Subsidiaries taken
as a whole, or (ii) the Guarantor and its Subsidiaries taken as a whole.

         Section 3.02.  Conditions Precedent to Each A Borrowing.  The
obligation of each Bank to make an A Advance on the occasion of any A Borrowing
(including the initial Borrowing) shall be subject to the further conditions
precedent that on the date of such A Borrowing the following statements shall
be true (and each of the giving of the applicable Notice of A Borrowing and the
acceptance by the Borrower of the proceeds of such A Borrowing shall constitute
a representation and warranty by the Borrower that on the date of such A
Borrowing such statements are true):

         (i)     the representations and warranties contained in Article V
                 (other than in Section 5.05 and Section 5.06) are correct on
                 and as of the date of such A Borrowing, before and after
                 giving effect to such





                                      -23-
<PAGE>   29
                 A Borrowing and to the application of the proceeds therefrom,
                 as though made on and as of such date,
         
        (ii)     no event has occurred and is continuing, or would result from
                 such A Borrowing or from the application of the proceeds
                 therefrom, which constitutes an Event of Default, and

       (iii)     after giving effect to such A Borrowing and all other
                 Borrowings which have been requested on or prior to such date
                 but which have not been made prior to such date, the aggregate
                 principal amount of all Borrowings will not exceed the
                 aggregate of the Commitments;

and the Agent shall have received such other approvals, opinions or documents
as any Bank through the Agent may reasonably request.

         Section 3.03.  Conditions Precedent to Certain Borrowings.  The
obligation of each Bank to make that portion of an A Advance on the occasion of
any A Borrowing which would increase the aggregate outstanding amount of A
Advances owing to such Bank over the aggregate amount of A Advances owing to
such Bank outstanding immediately prior to the making of such Advance shall in
each case be subject to the further conditions precedent that on the date of
such Borrowing the following statements shall be true (and each of the giving
of the applicable Notice of Borrowing and the acceptance by the Borrower of the
proceeds of such Borrowing shall constitute a representation and warranty by
the Borrower that on the date of such Borrowing such statements are true):  (i)
the representations and warranties contained in Section 5.05 and Section 5.06
are correct on and as of the date of such Borrowing, before and after giving
effect to such Borrowing and to the application of the proceeds therefrom, as
though made on and as of such date, and (ii) no Default occurred and is
continuing, or would result from such Borrowing or from the application of the
proceeds therefrom.

         Section 3.04.  Conditions Precedent to Each B Borrowing.  The
obligation of each Bank which is to make a B Advance on the occasion of a B
Borrowing (including the initial B Borrowing) to make such B Advance as part of
such B Borrowing is subject to the further conditions precedent that (a) at or
before the time required by paragraph (iii) of Section 2.08(a), the Agent shall
have received the written confirmatory notice of such B Borrowing contemplated
by such paragraph, (b) on or before the date of such B Borrowing but prior to
such B Borrowing, the Agent shall have received a B Note executed by the
Borrower payable to the order of such Bank for each of the one or more B
Advances to be made by such Bank as part of such B Borrowing, in a principal
amount equal to at least the principal amount of the B Advance to be evidenced
thereby and otherwise on such terms as were agreed to for such B Advance in
accordance with Section 2.08, and (c) on the date of such B Borrowing the
following statements shall be true (and each of the giving of the applicable
Notice of B Borrowing and the acceptance by the Borrower of the proceeds of
such B Borrowing shall constitute a representation and warranty by the Borrower
that on the date of such B Borrowing such statements are true):

         (i)     the representations and warranties contained in Article V are
                 correct on and as of the date of such B Borrowing, before and
                 after giving effect to such B Borrowing and to the application
                 of the proceeds therefrom, as though made on and as of such
                 date,

        (ii)     no event has occurred and is continuing, or would result from
                 such B Borrowing or from the application of the proceeds
                 therefrom, which constitutes a Default, and





                                      -24-
<PAGE>   30
       (iii)     following the making of such B Borrowing and all other
                 Borrowings to be made on the same day to the Borrower under
                 this Agreement, the aggregate principal amount of all Advances
                 then outstanding shall not exceed the aggregate amount of the
                 Commitments to the Borrower (computed without regard to any B
                 Reduction);

and the Agent shall have received such other approvals, opinions or documents
as any Bank through the Agent may reasonably request.

                                   ARTICLE IV

                                    GUARANTY

         Section 4.01.  Guaranty.  The Guarantor hereby unconditionally
guarantees the punctual payment of the Guaranteed Obligations when due, whether
at stated maturity, by acceleration or otherwise, and agrees to pay any and all
expenses (including counsel fees and expenses) incurred by the Agent or any Bank
in enforcing any rights hereunder.  Without limiting the generality of the
foregoing, the Guarantor's liability shall extend to all amounts which
constitute part of the Guaranteed Obligations and would be owed by the Borrower
under this Agreement or any of the Notes but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving the Borrower.

         Section 4.02.  Guaranty Absolute.  The Guarantor guarantees that the
Guaranteed Obligations will be paid strictly in accordance with the terms of
the Credit Documents executed from time to time by the Borrower, regardless of
any law, regulation or order now or hereafter in effect in any jurisdiction
affecting any of such terms or the rights of the Agent or any Bank with respect
thereto.  The obligations of the Guarantor hereunder are independent of the
Guaranteed Obligations, and provided an Event of Default exists as to the
Borrower and is continuing at the time an action is brought, a separate action
or actions may be brought and prosecuted against the Guarantor to enforce this
Agreement, irrespective or whether any action is brought against the Borrower
or whether the Borrower is joined in any such action or actions.  The liability
of the Guarantor hereunder shall be absolute and unconditional irrespective of:

                 (i)      any lack of validity or enforceability of any of the
         Credit Documents against the Borrower;

                (ii)      any change in the time, manner or place of payment
         of, or in any other term of, all or any of the Guaranteed Obligations
         or any other liabilities, or any other amendment or waiver of or any
         consent to departure from any of the Credit Documents, including,
         without limitation, any increase in the Guaranteed Obligations or any
         other liabilities resulting from the making of additional Advances
         guaranteed by the Guarantor to the Borrower or otherwise;

               (iii)      any taking, exchange, release or non-perfection of
         any collateral, or any taking, release or amendment or waiver of or
         consent to departure from any other guaranty, for all or any of the
         Guaranteed Obligations or any other liabilities;

                (iv)      any manner of application of collateral, or proceeds
         thereof, to all or any of the Guaranteed Obligations or any other
         liabilities, or any manner of sale or other disposition of any
         collateral for all or any of the Guaranteed Obligations or any other
         liabilities or any other assets of the Borrower or any of its
         Subsidiaries;





                                      -25-
<PAGE>   31
                 (v)      any change, restructuring or termination of the
         corporate structure or existence of the Borrower or any of its
         Subsidiaries; or

                (vi)      any other circumstances which might otherwise
         constitute a defense available to, or a discharge of, the Borrower or
         a guarantor.

         This guaranty shall continue to be effective or be reinstated, as the
case may be, if at any time any payment of any of the Guaranteed Obligations is
rescinded or must otherwise be returned by the Agent or any Bank upon the
insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as
though such payment had not been made.

         Section 4.03.  Waiver.  The Guarantor hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Guaranteed Obligations and this Guaranty and any requirement that the Agent or
any Bank protect, secure, perfect or insure any security interest or lien or
any property subject thereto or exhaust any right to take any action against
the Borrower or any other Person or any collateral.

         Section 4.04.  Subrogation.  The Guarantor irrevocably waives any and
all rights to which it may be entitled, by operation of law or otherwise, upon
making any payment hereunder (i) to be subrogated to the rights of the Agent
and the Banks against the Borrower or any other Person with respect to such
payment or otherwise to be reimbursed, indemnified or exonerated by the
Borrower or any other Person in respect thereof or (ii) to receive any payment,
in the nature of contribution or for any other reason, from any Person who has
provided security for the Guaranteed Obligations or who has also guaranteed or
is otherwise liable for the Guaranteed Obligations with respect to which such
payment was made.  If any amount shall be paid to the Guarantor on account of
such subrogation or contribution rights at any time, such amount shall be held
in trust for the benefit of the Banks and shall forthwith be paid to the Agent
to be credited and applied upon the Guaranteed Obligations, whether matured or
unmatured, in such order as may be determined by the Agent.

         Section 4.05.  No Waiver; Remedies.  No failure on the part of the
Agent or any Bank to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right hereunder preclude any other or further exercise thereof or the
exercise of any other right.  The remedies herein provided are cumulative and
not exclusive of any remedies provided by law.

         Section 4.06.  Continuing Guaranty.  This guaranty is a continuing
guaranty and shall (i) remain in full force and effect until the later of (A)
the payment in full of the Guaranteed Obligations and all other amounts payable
under this guaranty and (B) the expiration or termination of each Commitment of
each Bank to the Borrower, (ii) be binding upon the Guarantor, its successors
and assigns, (iii) inure to the benefit of, and be enforceable by, the Agent,
the Co- Agents, and each of the Banks and their respective successors,
transferees and assigns, and (iv) not be terminated by the Guarantor or the
Borrower.


                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

         Each of the Borrower and the Guarantor represents and warrants as
follows:





                                      -26-
<PAGE>   32
         Section 5.01.  Corporate Existence.  Each of the Borrower and the
Guarantor is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has all corporate powers
and all governmental licenses, authorizations, certificates, consents and
approvals required to carry on its business as now conducted in all material
respects.  Each Subsidiary of the Borrower and of the Guarantor is a
corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation, except where the failure to be so
organized, existing and in good standing could not reasonably be expected to
have a material adverse effect on the business, assets, condition or operations
of (i) the Borrower and its  Subsidiaries taken as a whole, or (ii) the
Guarantor and its Subsidiaries taken as a whole.  Each such Subsidiary has all
corporate powers and all governmental licenses, authorizations, certificates,
consents and approvals required to carry on its business as now conducted in
all material respects.

         Section 5.02.  Corporate Power.  The execution, delivery and
performance by the Borrower and the Guarantor of the Credit Documents to which
each is a party and the consummation of the transactions contemplated by such
Credit Documents are within the Borrower's and the Guarantor's corporate
powers, respectively, have been duly authorized by all necessary corporate
action, do not contravene (i) the Borrower's or the Guarantor's charter or
by-laws or (ii) law or any contractual restriction binding on or affecting the
Borrower or the Guarantor and will not result in or require the creation or
imposition of any Lien prohibited by this Agreement.  At the time of each
borrowing of any Advance by the Borrower, such borrowing and the use of the
proceeds of such Advance will be within the Borrower's corporate powers, will
have been duly authorized by all necessary corporate action, will not
contravene (i) the Borrower's charter or by- laws or (ii) law or any
contractual restriction binding on or affecting the Borrower and will not
result in or require the creation or imposition of any Lien prohibited by this
Agreement.

         Section 5.03.  Authorization and Approvals.  No authorization or
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body is required for the due execution, delivery and
performance by the Borrower or the Guarantor of the Credit Documents to which
each is a party or the consummation of the transactions contemplated by such
Credit Documents.  At the time of each borrowing of any Advance by the
Borrower, no authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body will be required for
such borrowing or the use of the proceeds of such Advance.

         Section 5.04.  Enforceable Obligations.  This Agreement has been duly
executed and delivered by the Borrower and the Guarantor.  This Agreement is
the legal, valid and binding obligation of the Borrower and the Guarantor
enforceable against the Borrower or the Guarantor, respectively, in accordance
with its terms, except as such enforceability may be limited by any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors' rights generally.  The A Notes of the Borrower are, and when
executed the B Notes of the Borrower will be, the legal, valid and binding
obligations of the Borrower enforceable against the Borrower in accordance with
their respective terms, except as such enforceability may be limited by any
applicable bankruptcy, insolvency, reorganization, moratorium or similar law
affecting creditors' rights generally.

         Section 5.05.  Financial Statements.  (a) The Consolidated and
consolidating balance sheets of the Guarantor and its Subsidiaries as at
December 31, 1993, and the related Consolidated and consolidating statements of
income and cash flows of the Guarantor and its Subsidiaries for the fiscal year





                                      -27-
<PAGE>   33
then ended, copies of which have been furnished to each Bank, and the
Consolidated and consolidating balance sheets of the Guarantor and its
Subsidiaries as at September 30, 1994, and the related Consolidated and
consolidating statements of income and cash flows of the Guarantor and its
Subsidiaries for the nine months then ended, duly certified by an authorized
financial officer of the Guarantor, copies of which have been furnished to each
Bank, fairly present (subject, in the case of such balance sheets as at
September 30, 1994, and such statements of income and cash flows for the nine
months then ended, to year-end audit adjustments) the Consolidated and
consolidating financial condition of the Guarantor and its Subsidiaries as at
such dates and the Consolidated and consolidating results of operations of the
Guarantor and its Subsidiaries for the fiscal year and nine month period,
respectively, ended on such dates, all in accordance with generally accepted
accounting principles consistently applied.  Since September 30, 1994, there
has been no material adverse change in the condition or operations of the
Guarantor or its Subsidiaries.

         (b) The consolidating balance sheets of the Guarantor and its
Subsidiaries as at December 31, 1993 and September 30, 1994 referred to in
Section 5.05(a), and the related consolidating statements of income and cash
flows of the Guarantor and its Subsidiaries for the fiscal year and nine
months, respectively, then ended referred to in Section 5.05(a), to the extent
such balance sheets and statements pertain to the Borrower, fairly present
(subject, in the case of such balance sheet as at September 30, 1994 and such
statements of income and cash flows for the nine months then ended, to year-end
audit adjustments) the Consolidated financial condition of the Borrower and its
Subsidiaries as at such dates and the Consolidated results of operations of the
Borrower and its Subsidiaries for the fiscal year and nine month period,
respectively, ended on such dates, all in accordance with generally accepted
accounting principles consistently applied.  Since September 30, 1994, there
has been no material adverse change in the condition or operations of the
Borrower or its Subsidiaries.

         Section 5.06.  Litigation.  Except as otherwise disclosed in writing
by the Borrower or the Guarantor to the Banks and the Agent after the date
hereof and approved by the Majority Banks, there is, no pending or, to the
knowledge of the Borrower or the Guarantor, threatened action or proceeding
affecting the Borrower or the Guarantor or any Subsidiary of the Borrower or
the Guarantor before any court, governmental agency or arbitrator, which could
reasonably be expected to materially and adversely affect the financial
condition or operations of the Borrower and its Subsidiaries taken as a whole,
or of the Guarantor and its Subsidiaries taken as a whole, or which purports to
affect the legality, validity, binding effect or enforceability of this
Agreement or any Note.

         Section 5.07.  Regulation U; Use of Proceeds.  Neither the Borrower
nor the Guarantor is engaged in the business of extending credit for the
purpose of purchasing or carrying margin stock (within the meaning of
Regulation U issued by the Board of Governors of the Federal Reserve System),
and no proceeds of any Advance will be used to purchase or carry any margin
stock or to extend credit to others for the purpose of purchasing or carrying
any such margin stock.  Following the application of the proceeds of each
Advance, not more than 25% of the value of the assets of the Borrower, or of
the Borrower and its Subsidiaries, which are subject to any arrangement with
the Agent or any Bank (herein or otherwise) whereby the Borrower's or any such
Subsidiary's right or ability to sell, pledge or otherwise dispose of assets is
in any way restricted will be such margin stock.





                                      -28-
<PAGE>   34
         Section 5.08.  Investment Company Act.  Neither the Borrower nor the
Guarantor is an "investment company" or a company "controlled" by an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended.

         Section 5.09.  ERISA.  No Termination Event has occurred or is
reasonably expected to occur with respect to any Plan for which an
Insufficiency exists.  Neither the Guarantor nor any ERISA Affiliate of the
Guarantor has received any notification that any Multiemployer Plan is in
reorganization or has been terminated, within the meaning of Title IV of ERISA,
and the Guarantor is not aware of any reason to expect that any Multiemployer
Plan is to be in reorganization or to be terminated within the meaning of Title
IV of ERISA.

         Section 5.10.  Taxes.  As of the date of this Agreement, the United
States federal income tax returns of the Borrower and the Guarantor, and the
Subsidiaries of the Borrower and the Guarantor, have been examined through the
fiscal year ended December 31, 1987.  The Borrower and the Subsidiaries of the
Borrower have filed all United States Federal income tax returns and all other
material domestic tax returns which are required to be filed by them and have
paid, or provided for the payment before the same become delinquent of, all
taxes due pursuant to such returns or pursuant to any assessment received by
the Borrower or any such Subsidiary, other than those taxes contested in good
faith by appropriate proceedings.  The charges, accruals and reserves on the
books of the Borrower and the Subsidiaries of the Borrower in respect of taxes
are adequate.

         Section 5.11.  Holding Company.  Neither the Borrower nor the
Guarantor is a "holding company", or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", or a "public utility" within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

         Section 5.12.  Environmental Condition.  Except as set forth in any
reports filed with the Securities and Exchange Commission (copies of which have
been received by the Banks) pertaining to certain Environmental matters, the
Borrower and the Guarantor and their respective Subsidiaries are in compliance
in all material respects with all Environmental Protection Statutes to the
extent material to their respective operations or financial condition.  As of
the date of this Agreement, there are no material Environmental matters
outstanding.  The aggregate contingent and non- contingent liabilities of the
Borrower, the Guarantor and their respective Subsidiaries which are reasonably
expected to arise in connection with (i) the requirements of Environmental
Protection Statutes or (ii) any obligation or liability to any Person in
connection with any Environmental matters (including, without limitation, any
release or threatened release (as such terms are defined in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980) of any
Hazardous Waste, Hazardous Substance, other waste, petroleum or petroleum
products into the Environment) does not exceed 10% of the Consolidated Tangible
Net Worth of the Guarantor (excluding liabilities to the extent covered by
insurance if the insurer has confirmed that such insurance covers such
liabilities).

         Section 5.13.  Ownership of Borrower.  The Guarantor owns 100% of the
outstanding shares of capital stock of the Borrower, and will derive
substantial direct and indirect benefit from the transactions contemplated by
this Agreement.

         Section 5.14.  Guarantor's Independent Decision.  The Guarantor has,
independently and without reliance upon the Agent or any Bank, and based on
documents and information as it has deemed appropriate, made its own credit





                                      -29-
<PAGE>   35
analysis and decision to enter into this Agreement and to undertake the
guaranty set forth in Article IV hereof.


                                   ARTICLE VI

                             AFFIRMATIVE COVENANTS

         So long as any Note shall remain unpaid or any Bank shall have any
Commitment hereunder, unless the Majority Banks shall otherwise consent in
writing:

         Section 6.01.  Compliance with Laws, Etc.  Each of the Borrower and
the Guarantor will comply, and cause each of its Subsidiaries to comply, in all
material respects with all applicable laws, rules, regulations and orders, such
compliance to include, without limitation, the payment and discharge before the
same become delinquent of all taxes, assessments and governmental charges or
levies imposed upon it or any of its Subsidiaries or upon any of its property
or any property of any of its Subsidiaries, and all lawful claims which, if
unpaid, might become a Lien upon any property of it or any of its Subsidiaries,
provided that neither the Borrower nor the Guarantor nor any Subsidiary of the
Borrower or the Guarantor shall be required to pay any such tax, assessment,
charge, levy or claim which is being contested in good faith and by proper
proceedings and with respect to which reserves in conformity with generally
accepted accounting principles, if required by such principles, have been
provided on the books of the Borrower or the Guarantor or such Subsidiary, as
the case may be.

         Section 6.02.  Reporting Requirements.  The Guarantor will furnish to
each of the Banks:

         (a)     as soon as possible and in any event within five days after
the occurrence of each Default continuing on the date of such statement, a
statement of an authorized financial officer of the Borrower or the Guarantor,
as the case may be, setting forth the details of such Default and the actions,
if any, which the Borrower or the Guarantor has taken and proposes to take with
respect thereto;

         (b)     as soon as available and in any event not later than 60 days
after the end of each of the first three quarters of each fiscal year of the
Guarantor, the Consolidated and consolidating balance sheets of the Guarantor
and its Subsidiaries as of the end of such quarter (such consolidating balance
sheets to reflect such Subsidiaries, including the Borrower, as separate
entities) and the Consolidated and consolidating statements of income and cash
flow statements of the Guarantor and its Subsidiaries for the period commencing
at the end of the previous year and ending with the end of such quarter (such
consolidating statements of income and cash flow statements to reflect such
Subsidiaries, including the Borrower, as separate entities), all in reasonable
detail and duly certified (subject to year-end audit adjustments) by an
authorized financial officer of the Guarantor as having been prepared in
accordance with generally accepted accounting principles, together with a
has occurred, or, if a Default has occurred and is continuing, a statement as
to the nature thereof and the action, if any, which the Guarantor proposes to
take with respect thereto, and (ii) showing in detail the calculation
supporting such statement in respect of Section 7.01;

         (c)     as soon as available and in any event not later than 120 days
after the end of each fiscal year of the Guarantor, a copy of the annual audit
report





                                      -30-
<PAGE>   36
for such year for the Guarantor and its Subsidiaries, including therein
Consolidated and consolidating balance sheets of the Guarantor and its
Subsidiaries as of the end of such fiscal year (such consolidating balance
sheets to reflect such Subsidiaries, including the Borrower, as separate
entities) and Consolidated and consolidating statements of income and cash flow
statements of the Guarantor and its Subsidiaries for such fiscal year (such
consolidating statements of income and cash flow statements to reflect such
Subsidiaries, including the Borrower, as separate entities), in each case
prepared in accordance with generally accepted accounting principles and
certified by KPMG Peat Marwick or other independent certified public
accountants of recognized standing acceptable to the Majority Banks, together
with a certificate of such accounting firm to the Banks (i) stating that, in
the course of the regular audit of the business of the Guarantor and its
Subsidiaries, which audit was conducted by such accounting firm in accordance
with generally accepted auditing standards, such accounting firm has obtained
no knowledge that a Default has occurred and is continuing, or if, in the
opinion of such accounting firm, a Default has occurred and is continuing, a
statement as to the nature thereof, and (ii) showing in detail the calculations
supporting such statement in respect of Section 7.01;

         (d)     promptly after the end of each fiscal quarter, copies of all
proxy material, reports and other information which the Guarantor sends to any
of its security holders, and copies of all reports and registration statements
which the Guarantor or any Subsidiary of the Guarantor files with the
Securities and Exchange Commission or any national securities exchange;

         (e)     as soon as possible and in any event (i) within 30 Business
Days after the Guarantor or any ERISA Affiliate of the Guarantor knows or has
reason to know that any Termination Event described in clause (i) of the
definition of Termination Event with respect to any Plan has occurred and (ii)
within 10 Business Days after the Guarantor or any ERISA Affiliate of the
Guarantor knows or has reason to know that any other Termination Event with
respect to any Plan has occurred or is reasonably expected to occur, a
statement of the chief financial officer or chief accounting officer of the
Guarantor describing such Termination Event and the action, if any, which the
Guarantor or such ERISA Affiliate of the Guarantor proposes to take with
respect thereto;

         (f)     promptly after receipt thereof by the Guarantor or any ERISA
Affiliate of the Guarantor, copies of each notice received by the Guarantor or
any ERISA Affiliate of the Guarantor from the PBGC stating its intention to
terminate any Plan or to have a trustee appointed to administer any Plan;

         (g)     within 30 days following request therefor by any Bank, copies
of each Schedule B (Actuarial Information) to each annual report (Form 5500
Series) of the Guarantor or any ERISA Affiliate of the Guarantor with respect
to each Plan;

         (h)     promptly after receipt thereof by the Guarantor or any ERISA
Affiliate of the Guarantor from the sponsor of a Multiemployer Plan, a copy of
each notice received by the Guarantor or any ERISA Affiliate of the Guarantor
concerning (i) the imposition of a Withdrawal Liability by a Multiemployer
Plan, (ii) the determination that a Multiemployer Plan is, or is expected to
be, in reorganization within the meaning of Title IV of ERISA, (iii) the
termination of a Multiemployer Plan within the meaning of Title IV of ERISA, or
(iv) the amount of liability incurred, or expected to be incurred, by the
Guarantor or any ERISA Affiliate of the Guarantor in connection with any event
described in clause (i), (ii) or (iii) above;





                                      -31-
<PAGE>   37
         (i)     promptly after it has knowledge of (A) any material litigation
pending or threatened against it which could reasonably be expected to cause a
material adverse change in the financial condition of the Borrower, the
Guarantor, or any Subsidiary, or (B) the occurrence of any other contingency
which could reasonably be expected to cause a material adverse change in the
financial condition of the Borrower, the Guarantor or any Subsidiary; and

         (j)     such other information respecting the business or properties,
or the condition or operations, financial or otherwise, of the Borrower or the
Guarantor or any of their Subsidiaries as any Bank through the Agent may from
time to time reasonably request.

         Section 6.03.  Use of Proceeds.  The Borrower will use the proceeds of
the Advances only for general corporate purposes.

         Section 6.04.  Maintenance of Insurance.  Each of the Borrower and the
Guarantor will maintain, and cause each of its Subsidiaries to maintain,
insurance with responsible and reputable insurance companies or associations in
such amounts and covering such risks as is usually carried by companies engaged
in similar businesses and owning similar properties in the same general areas
in which the Borrower or the Guarantor or its respective Subsidiaries operate,
provided that the Borrower or the Guarantor or any of its respective
Subsidiaries may self-insure to the extent and in the manner normal for
companies of like size, type and financial condition.

         Section 6.05.  Preservation of Corporate Existence, Etc.  Each of the
Borrower and the Guarantor will preserve and maintain, and cause each of its
Subsidiaries to preserve and maintain, its corporate existence, rights,
franchises and privileges in the jurisdiction of its incorporation, and qualify
and remain qualified, and cause each Subsidiary to qualify and remain
qualified, as a foreign corporation in each jurisdiction in which qualification
is necessary or desirable in view of its business and operations or the
ownership of its properties, except in the case of any Subsidiary where the
failure of such Subsidiary to so preserve, maintain, qualify and remain
qualified could not reasonably be expected to have a material adverse effect on
the business, assets, condition or operations of the Borrower and its
Subsidiaries taken as a whole, or of the Guarantor and its Subsidiaries taken
as a whole; provided, however, that nothing herein contained shall prevent any
transaction permitted by Section 7.03.

         Section 6.06.  Payment of Taxes, Etc.  Each of the Borrower and the
Guarantor will pay and discharge, and cause each of its Subsidiaries to pay and
discharge, before the same shall become delinquent and which the failure to
timely pay or discharge could reasonably be expected to have a material adverse
effect on the business, assets, condition or operations of the Borrower and its
Subsidiaries taken as a whole, or of the Guarantor and its Subsidiaries taken
as a whole, (a) all taxes, assessments and governmental charges or levies
imposed upon it or upon its income or profits of property that are material in
amount, prior to the date on which penalties attach thereto and (b) all lawful
claims that are material in amount which, if unpaid, might by law become a Lien
upon its property; provided, however, that neither the Borrower, the Guarantor,
nor any such Subsidiary shall be required to pay or discharge any such tax,
assessment, charge, levy, or claim which is being contested in good faith and
by appropriate proceedings, and with respect to which reserves in conformity
with generally accepted accounting principles have been provided.

         Section 6.07.  Visitation Rights.  At any reasonable time and from
time to time and so long as any visit or inspection will not unreasonably
interfere with





                                      -32-
<PAGE>   38
the operations of the Borrower, the Guarantor or any of their Subsidiaries,
upon reasonable notice, each of the Borrower and the Guarantor will, and will
cause its Subsidiaries to, permit the Agent and any Bank or any of its agents
or representatives thereof, to examine and make copies of and abstracts from
the records and books of account of, and visit and inspect at its reasonable
discretion the properties of, the Borrower, the Guarantor and any such
Subsidiary, to discuss the affairs, finances and accounts of the Borrower, the
Guarantor and any such Subsidiary with any of their respective officers or
directors.


                                  ARTICLE VII

                               NEGATIVE COVENANTS

         So long as any Note shall remain unpaid or any Bank shall have any
Commitment to the Borrower hereunder, without the written consent of the
Majority Banks:

         Section 7.01.  Financial Covenants.  The Guarantor will not:  (a)
declare or make any Restricted Payments unless (i) no Default or Event of
Default shall have occurred and be continuing, and (ii) the amount of all such
Restricted Payments made on or after January 1, 1995 shall not exceed an amount
equal to (x) $200,000,000, plus (y) 75% of the Guarantor's Consolidated net
income for the period on or after January 1, 1995 to the date on which such
Restricted Payment is to be made (minus 100% of cumulative losses), plus (z)
100% of the net cash proceeds of any capital stock offering of the Guarantor
effective on or after January 1, 1995; or

         (b) as of the last day of each calendar quarter, permit the
Consolidated Debt of the Guarantor to exceed 50% of the Consolidated
Capitalization of the Guarantor.

         Section 7.02.  Liens, Etc.  Neither the Borrower nor the Guarantor
will create, assume, incur or suffer to exist, or permit any of the Restricted
Subsidiaries to create, assume, incur or suffer to exist, any Lien on or in
respect of any of its property, whether now owned or hereafter acquired, or
assign or otherwise convey, or permit any such Restricted Subsidiary to assign
or otherwise convey, any right to receive income, in each case to secure or
provide for the payment of any Debt of any Person, except Permitted Liens.

         Section 7.03.  Merger and Sale of Assets.  Neither the Borrower nor
the Guarantor will merge or consolidate with or into any other Person, or sell,
lease or otherwise transfer a Substantial Part of the assets of the Guarantor
and the Restricted Subsidiaries, or permit any of the Restricted Subsidiaries
to merge or consolidate with or into any other Person, or sell, lease or
otherwise transfer a Substantial Part of the assets of the Guarantor and the
Restricted Subsidiaries, except that this Section 7.03 shall not prohibit:

                 (i) a sale of any account receivable without recourse or any
         discount of an account receivable provided that (A) in the case of
         such a sale, the sale proceeds are not less than the greater of either
         the face value or the fair market value of such receivable and (B) in
         the case of such a discount, the discount does not exceed the greater
         of 20% of either the face value or the fair market value of such
         receivable;

                 (ii) the Guarantor and the Restricted Subsidiaries from
         selling any assets if 100% of the net proceeds of such sale are (1)
         reinvested in the





                                      -33-
<PAGE>   39
         Guarantor's or the Borrower's business; (2) used to repay outstanding
         Debt of the Guarantor or the Borrower; or (3) used to make Restricted
         Payments permitted by Section 7.01(a); and

                 (iii) any of the Guarantor or a Restricted Subsidiary from
         merging or consolidating with or into any Person, or transferring a
         Substantial Part of the assets of the Guarantor and the Restricted
         Subsidiaries to such Person, if in each case (x) such Person is a
         corporation organized under the laws of the United States or any state
         thereof, (y) such Person expressly assumes in writing all obligations
         of the Borrower and the Guarantor hereunder, and (z) no Default or
         Event of Default has occurred and is continuing.

         Section 7.04.  Agreements to Restrict Dividends and Certain Transfers.
Neither the Borrower nor the Guarantor will enter into or suffer to exist, or
permit any of its Subsidiaries to enter into or suffer to exist, any consensual
encumbrance or restriction on the ability of any Subsidiary of the Guarantor
(i) to pay, directly or indirectly, dividends or make any other distributions
in respect of its capital stock or pay any Debt or other obligation owed to the
Guarantor or to any Subsidiary of the Guarantor; or (ii) to make loans or
advances to the Guarantor or any Subsidiary of the Guarantor, except those
encumbrances and restrictions existing on the date hereof and described in
Schedule IV and those now or hereafter existing that are not more restrictive
in any respect than such encumbrances and restrictions described in Schedule
IV.

         Section 7.05.  Compliance with ERISA.  The Guarantor will not (i)
terminate, or permit any ERISA Affiliate of the Guarantor to terminate, any
Plan so as to result in any liability of the Guarantor or any such ERISA
Affiliate to the PBGC in excess of $5,000,000, or (ii) permit to exist any
occurrence of any Termination Event with respect to a Plan for which there is
an Insufficiency in excess of $5,000,000.

         Section 7.06.  Transactions with Affiliates.  Neither the Borrower nor
the Guarantor will make any material sale to, make any material purchase from,
extend material credit to, make material payment for services rendered by, or
enter into any other material transaction with, or permit any Restricted
Subsidiary to make any material sale to, make any material purchase from,
extend material credit to, make material payment for services rendered by, or
enter into any other material transaction with, any Affiliate of the Borrower
or the Guarantor or of such Restricted Subsidiary unless as a whole such sales,
purchases, extensions of credit, rendition of services and other transactions
are (at the time such sale, purchase, extension of credit, rendition of
services or other transaction is entered into) (i) in the ordinary course of
business, (ii) upon terms no less favorable to the Borrower or the Guarantor or
such Restricted Subsidiary than it would obtain in a comparable arms-length
transaction with a Person not an Affiliate, and (iii) on terms and conditions
reasonably fair in all material respects to the Borrower or the Guarantor or
such Restricted Subsidiary in the good faith judgment of the Borrower or the
Guarantor, as the case may be.

         Section 7.07.  Change of Business.  Neither the Borrower nor the
Guarantor will, or will permit any Restricted Subsidiary to, materially change
the general nature of its business.

         Section 7.08.  Limitation on Loans, Advances and Investments.  Neither
the Borrower nor the Guarantor will, or will permit any Restricted Subsidiary
to, make or permit to exist any loans, advances or capital contributions to, or
make any investment in, or purchase or commit to purchase any stock or other
securities or evidences of indebtedness of or interests in any Person, except
the following:





                                      -34-
<PAGE>   40
         (a)     as shown on the attached Schedule V;

         (b)     the purchase of Liquid Investments;

         (c)     trade and customer accounts receivable which are for goods
furnished or services rendered in the ordinary course of business and are
payable in accordance with customary trade terms;

         (d)     ordinary course of business contributions, loans or advances
to, or investments in, a Restricted Subsidiary; and

         (e)     other capital investments not otherwise permitted by this
Section 7.08 in any Person not a Restricted Subsidiary provided that (i) the
aggregate amount of such investments outstanding at any time shall not exceed
$25,000,000; (ii) such Person shall be in the same or substantially similar
line or lines of business as the Guarantor and the Restricted Subsidiaries; and
(iii) the liabilities of such other Person shall be nonrecourse to the
Guarantor and the Restricted Subsidiaries.

         Section 7.09.  Fiscal Year; Accounting Practices.  Neither the
Borrower nor the Guarantor will change, or will permit any Restricted
Subsidiary to change (a) its fiscal year from that existing as of the date of
this Agreement, or (b) its accounting principles and practices (except as may
be required by reason of a change in generally accepted accounting principles)
from those reflected in the financial statements referred to in Section 5.05 in
any manner which would materially affect any accounting determination
contemplated by this Agreement.


                                  ARTICLE VIII

                               EVENTS OF DEFAULT

         Section 8.01.  Events of Default.  If any of the following events
("Events of Default") shall occur and be continuing:

         (a)     the Borrower shall fail to pay any principal of any Advance
when the same becomes due and payable in accordance with the terms hereof, or
shall fail to pay any interest on any such Advance or any fee or other amount
to be paid by it hereunder within five days after the same becomes due and
payable in accordance with the terms hereof; or

         (b)     any certification, representation or warranty made by the
Borrower or the Guarantor herein or by the Borrower or the Guarantor (or any of
their respective officers) in writing (including representations and warranties
deemed made pursuant to Section 3.02, 3.03 or 3.04) under or in connection with
any Credit Document shall prove to have been incorrect in any material respect
when made or deemed made; or

         (c)     the Borrower or the Guarantor shall fail to perform or observe
(i) any term, covenant or agreement contained in Section 6.02 on its part to be
performed or observed and such failure shall continue for three Business Days
after the earlier of the date notice thereof shall have been given to the
Borrower or the Guarantor by the Agent or any Bank or the date the Borrower or
the Guarantor shall have knowledge of such failure, or (ii) any covenant
contained in Section 6.05 (other than with respect to maintaining the corporate
existence of the Borrower or the Guarantor or maintaining any franchise of the
Borrower or the Guarantor which is material to the Borrower's or the
Guarantor's business and operations) and such failure shall continue for 30
days after the earlier of the date notice thereof shall have been given to the
Borrower or the Guarantor by the Agent or any Bank or the date the Borrower or
the Guarantor





                                      -35-
<PAGE>   41
shall have knowledge of such failure, or (iii) any term, covenant or agreement
contained in any Credit Document (other than a term, covenant or agreement
described in clauses (i) and (ii) of this paragraph (c)) on its part to be
performed or observed; or

         (d)     the Borrower, the Guarantor, or any Restricted Subsidiary
shall fail to pay any principal of or premium or interest on any of its Debt
which is outstanding in a principal amount of at least $25,000,000 in the
aggregate (excluding Debt evidenced by the Notes) when the same becomes due and
payable (whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure shall continue after the applicable
grace period, if any, specified in the agreement or instrument relating to such
Debt; or any other event shall occur or condition shall exist under any
agreement or instrument relating to any such Debt and shall continue after the
applicable grace period, if any, specified in such agreement or instrument, if
the effect of such event or condition is to accelerate, or to permit the
acceleration of, the maturity of such Debt; or any such Debt shall be declared
to be due and payable, or required to be prepaid (other than by a regularly
scheduled required prepayment), prior to the stated maturity thereof; or

         (e)     the Borrower, the Guarantor, or any Restricted Subsidiary
shall generally not pay its debts as such debts become due, or shall admit in
writing its inability to pay its debts generally, or shall make a general
assignment for the benefit of creditors; or any proceeding shall be instituted
by or against the Borrower, the Guarantor, or any Restricted Subsidiary seeking
to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, or composition of
it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for
relief or the appointment of a receiver, trustee, or other similar official for
it or for any substantial part of its property and, in the case of any such
proceeding instituted against it (but not instituted by it), shall remain
undismissed or unstayed for a period of 30 days; or the Borrower, the
Guarantor, or any Restricted Subsidiary shall take any corporate action to
authorize any of the actions set forth above in this subsection (e); or

         (f)     any judgment or order for the payment of money in excess of
$10,000,000 shall be rendered against the Borrower, the Guarantor, or any
Restricted Subsidiary and remain unsatisfied and either (i) enforcement
proceedings shall have been commenced by any creditor upon such judgment or
order or (ii) there shall be any period of 30 consecutive days during which a
stay of enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; or

         (g)     any Termination Event with respect to a Plan shall have
occurred and, 30 days after notice thereof shall have been given to the
Borrower and the Guarantor by the Agent, (i) such Termination Event shall still
exist and (ii) the sum (determined as of the date of occurrence of such
Termination Event) of the Insufficiency of such Plan and the Insufficiency of
any and all other Plans with respect to which a Termination Event shall have
occurred and then exist (or in the case of a Plan with respect to which a
Termination Event described in clause (ii) of the definition of Termination
Event shall have occurred and then exist, the liability related thereto) is
equal to or greater than $10,000,000; or

         (h)     the Guarantor or any ERISA Affiliate of the Guarantor shall
have been notified by the sponsor of a Multiemployer Plan that it has incurred
Withdrawal Liability to such Multiemployer Plan in an amount which, when
aggregated with all other amounts required to be paid to Multiemployer Plans in
connection with Withdrawal Liabilities (determined as of the date of such
notification), exceeds





                                      -36-
<PAGE>   42
$10,000,000 in the aggregate or requires payments exceeding $5,000,000 per
annum; or

         (i)     the Guarantor or any ERISA Affiliate of the Guarantor shall
have been notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization or is being terminated, within the
meaning of Title IV of ERISA, if as a result of such reorganization or
termination the aggregate annual contributions of the Guarantor and its ERISA
Affiliates to all Multiemployer Plans which are then in reorganization or being
terminated have been or will be increased over the amounts contributed to such
Multiemployer Plans for the respective plan years which include the date hereof
by an amount exceeding $10,000,000; or

         (j)     the Guarantor shall cease to own directly or indirectly 100%
of the capital stock of the Borrower;

then, and in any such event, the Agent (i) shall at the request, or may with
the consent of the Majority Banks, by notice to the Borrower, declare all of
the Commitments and the obligation of each Bank to make Advances to be
terminated, whereupon all of the Commitments and each such obligation shall
forthwith terminate, and (ii) shall at the request, or may with the consent of
the Majority Banks, by notice to the Borrower declare the Notes, all interest
thereon and all other amounts payable by the Borrower and the Guarantor under
this Agreement to be forthwith due and payable, whereupon such Notes, such
interest and all such amounts shall become and be forthwith due and payable,
without requirement of any presentment, demand, protest, notice of intent to
accelerate, further notice of acceleration or other further notice of any kind
(other than the notice expressly provided for above), all of which are hereby
expressly waived by the Borrower and the Guarantor; provided, however, that in
the event of any Event of Default described in Section 8.01(e) with respect to
the Borrower or the Guarantor, (A) the obligation of each Bank to make Advances
shall automatically be terminated and (B) the Notes, all such interest and all
such amounts shall automatically become and be due and payable, without
presentment, demand, protest, notice of intent to accelerate, notice of
acceleration or any other notice of any kind, all of which are hereby expressly
waived by the Borrower and the Guarantor.


                                   ARTICLE IX

                          THE AGENT AND THE CO-AGENTS

         Section 9.01.  Authorization and Action.  Each Bank hereby appoints
and authorizes the Agent to take such action as agent on its behalf and to
exercise such powers under the Credit Documents as are delegated to the Agent
by the terms hereof and thereof, together with such powers as are reasonably
incidental thereto.  As to any matters not expressly provided for by the Credit
Documents (including, without limitation, enforcement or collection of the
Notes), the Agent shall not be required to exercise any discretion or take any
action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions
of the Majority Banks, and such instructions shall be binding upon all Banks
and all holders of Notes; provided, however, that the Agent shall not be
required to take any action which exposes the Agent to personal liability or
which is contrary to any Credit Document or applicable law.  The Agent agrees
to give to each Bank prompt notice of each notice given to it by the Borrower
pursuant to the terms of this Agreement.

         Section 9.02.  Agent's Reliance, Etc.  Neither the Agent nor any of
its directors, officers, agents or employees shall be liable for any action
taken or omitted to be taken by it or them under or in connection with the
Credit





                                      -37-
<PAGE>   43
Documents, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, the Agent:  (i) may
treat the payee of any Note as the holder thereof until the Agent receives and
accepts an Assignment executed by the Borrower, the Bank which is the payee of
such Note, as assignor, and the assignee in accordance with Section 10.06; (ii)
may consult with legal counsel (including counsel for the Borrower),
independent public accountants and other experts selected by it and shall not
be liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (iii) makes
no warranty or representation to any Bank and shall not be responsible to any
Bank for any statements, warranties or representations made in or in connection
with the Credit Documents; (iv) shall not have any duty to ascertain or to
inquire as to the performance or observance of any of the terms, covenants or
conditions of the Credit Documents on the part of the Borrower or the Guarantor
or to inspect the property (including the books and records) of the Borrower or
the Guarantor; (v) shall not be responsible to any Bank for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of the
Credit Documents; and (vi) shall incur no liability under or in respect of the
Credit Documents by acting upon any notice, consent, certificate or other
instrument or writing (which may be by telecopier, telegram, cable or telex)
believed by it to be genuine and signed or sent by the proper party or parties.

         Section 9.03.  NationsBank and Affiliates.  With respect to its
Commitment, the Advances made by it and the Notes issued to it, NationsBank
shall have the same rights and powers under the Credit Documents and any Note
payable to NationsBank as any other Bank and may exercise the same as though it
was not the Agent; and the term "Bank" or "Banks" shall, unless otherwise
expressly indicated, include NationsBank in its individual capacity.
NationsBank and its affiliates may accept deposits from, lend money to, act as
trustee under indentures of, and generally engage in any kind of business with,
the Borrower, the Guarantor, any Subsidiary of the Borrower or the Guarantor
and any Person who may do business with or own securities of the Borrower, the
Guarantor, or any such Subsidiary, all as if NationsBank were not the Agent and
without any duty to account therefor to the Banks.

         Section 9.04.  Bank Credit Decision.  Each Bank acknowledges that it
has, independently and without reliance upon the Agent, the Co-Agents or any
other Bank and based on the financial statements referred to in Section 5.05
and such other documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement.  Each Bank also
acknowledges that it will, independently and without reliance upon the Agent,
the Co-Agents or any other Bank and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Credit Documents.

         SECTION 9.05.  INDEMNIFICATION.  THE BANKS AGREE TO INDEMNIFY THE
AGENT AND THE CO-AGENTS (TO THE EXTENT NOT REIMBURSED BY THE BORROWER OR THE
GUARANTOR), RATABLY ACCORDING TO THE RESPECTIVE PRINCIPAL AMOUNTS OF THE A
NOTES THEN HELD BY EACH OF THEM (OR IF NO A NOTES ARE AT THE TIME OUTSTANDING
OR IF ANY A NOTES ARE HELD BY PERSONS WHICH ARE NOT BANKS, RATABLY ACCORDING TO
EITHER (I) THE RESPECTIVE AMOUNTS OF THEIR COMMITMENTS, OR (II) IF ALL
COMMITMENTS HAVE TERMINATED, THE RESPECTIVE AMOUNTS OF THE COMMITMENTS
IMMEDIATELY PRIOR TO THE TIME THE COMMITMENTS TERMINATED), FROM AND AGAINST ANY
AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE
WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST THE AGENT
AND THE CO-AGENTS IN ANY WAY RELATING TO OR ARISING OUT OF THE CREDIT DOCUMENTS
OR ANY ACTION TAKEN OR OMITTED BY THE AGENT UNDER THE CREDIT DOCUMENTS,
PROVIDED THAT NO BANK SHALL BE LIABLE TO THE AGENT AND THE CO-AGENTS FOR ANY
PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, COSTS, EXPENSES OR DIS-





                                      -38-
<PAGE>   44
BURSEMENTS RESULTING FROM THE AGENT'S OR ANY CO-AGENT'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.  WITHOUT LIMITATION OF THE FOREGOING, EACH BANK AGREES TO
REIMBURSE THE AGENT PROMPTLY UPON DEMAND FOR ITS RATABLE SHARE OF ANY
OUT-OF-POCKET EXPENSES (INCLUDING COUNSEL FEES) INCURRED BY THE AGENT IN
CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION,
MODIFICATION, AMENDMENT OR ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL
PROCEEDINGS OR OTHERWISE) OF, OR LEGAL ADVICE IN RESPECT OF RIGHTS OR
RESPONSIBILITIES UNDER, THE CREDIT DOCUMENTS TO THE EXTENT THAT THE AGENT IS
NOT REIMBURSED FOR SUCH EXPENSES BY THE BORROWER OR THE GUARANTOR.

         Section 9.06.  Successor Agent.  The Agent may resign at any time as
Agent under this Agreement by giving written notice thereof to the Banks and
the Borrower and may be removed at any time by the Borrower if at any time the
Agent, in its individual capacity as a Bank hereunder, shall hold less than
$30,000,000 of the aggregate Commitments.  Upon any such resignation or
removal, the Borrower shall have the right to appoint, with the consent of the
Majority Banks (which consent shall not be unreasonably withheld), a successor
Agent.  If no successor Agent shall have been so appointed by the Borrower with
such consent of the Majority Banks, and shall have accepted such appointment,
within 30 days after the retiring Agent's giving of notice of resignation or
the Borrower's removal of the retiring Agent, then the retiring Agent may, on
behalf of the Banks, appoint a successor Agent, which shall be a Bank which is
a commercial bank organized under the laws of the United States of America or
of any State thereof and having a combined capital and surplus of at least
$500,000,000.  Upon the acceptance of any appointment as Agent under this
Agreement by a successor Agent, such successor Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Agent and shall function as the Agent under this Agreement, and the
retiring Agent shall be discharged from its duties and obligations as Agent
under this Agreement.  After any retiring Agent's resignation or removal
hereunder as Agent, the provisions of this Article IX shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Agent
under this Agreement.

         Section 9.07.  Co-Agents.  The Co-Agents shall have no duties,
obligations, or liabilities in their capacities as Co-Agents.

                                   ARTICLE X

                                 MISCELLANEOUS

         Section 10.01.  Amendments, Etc.  No amendment or waiver of any
provision of any Credit Document, nor consent to any departure by the Borrower
or the Guarantor therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Borrower and the Majority Banks, and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given; provided, however, that no amendment,
waiver or consent shall, unless in writing and signed by all the Banks, do any
of the following:  (a) waive any of the conditions specified in Article III,
(b) increase the Commitments of the Banks or subject the Banks to any
additional obligations, (c) reduce the principal of, or interest on, the Notes
or any fees or other amounts payable hereunder, (d) postpone any date fixed for
any payment of principal of, or interest on, the Notes or any fees or other
amounts payable hereunder, (e) take action which requires the signing of all
the Banks pursuant to the terms of this Agreement, (f) change the percentage of
the Commitments or of the aggregate unpaid principal amount of the Notes, or
the number of Banks, which shall be required for the Banks or any of them to
take any action under this Agreement or any other Credit Document, (g) release
the Guarantor or otherwise change any obligation of the Guarantor to pay any
amount payable by the Guarantor hereunder or (h) amend this Section 10.01;
provided, further, that no amendment, waiver or consent shall, unless in
writing and signed by the Agent in addition to the Banks





                                      -39-
<PAGE>   45
required above to take such action, affect the rights or duties of the Agent
under any Credit Document; and provided, further, that no amendment, waiver or
consent shall, unless in writing and signed by the Guarantor in addition to any
other party required above to take such action, affect the rights or duties of
the Guarantor under any Credit Document.

         Section 10.02.  Notices, Etc.  All notices and other communications
provided for hereunder shall be in writing (including telecopy, telegraphic,
telex or cable communication) and mailed, telecopied, telegraphed, telexed,
cabled or delivered, if to any Bank, as specified opposite its name on Schedule
I hereto or specified pursuant to an Assignment; if to the Borrower or the
Guarantor, as specified opposite its name on Schedule II hereto; and if to
NationsBank, as Agent, as specified opposite its name on Schedule I hereto or,
as to the Borrower, the Guarantor, or the Agent, at such other address as shall
be designated by such party in a written notice to the other parties and, as to
each other party, at such other address as shall be designated by such party in
a written notice to the Borrower, the Guarantor, and the Agent.  All such
notices and communications shall, when mailed, telecopied, telegraphed, telexed
or cabled, be effective when deposited in the mails, sent by telecopier to any
party to the telecopier number as set forth herein or on Schedule I or Schedule
II (or other telecopy number specified by such party in a written notice to the
other parties hereto), delivered to the telegraph company, telexed to any party
to the telex number set forth hereinabove or on Schedule I or Schedule II (or
other telex number designated by such party in a written notice to the other
parties hereto), confirmed by telex answerback, or delivered to the cable
company, respectively, except that notices and communications to the Agent
pursuant to Article II or IX shall not be effective until received by the
Agent.

         Section 10.03.  No Waiver; Remedies.  No failure on the part of any
Bank or the Agent to exercise, and no delay in exercising, any right under any
Credit Document shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right.  The remedies provided in the
Credit Documents are cumulative and not exclusive of any remedies provided by
law.

         Section 10.04.  Costs, Expenses and Taxes.  (a) The Borrower agrees to
pay on demand (i) all reasonable costs and expenses of the Agent in connection
with the preparation, execution, delivery, administration, modification and
amendment of any Credit Document, including, without limitation, the reasonable
fees and out-of-pocket expenses of counsel for the Agent with respect thereto
and with respect to advising the Agent as to its rights and responsibilities
under any Credit Document, Agent's out-of-pocket expenses associated with the
negotiation and closing and (ii) all costs and expenses, if any (including,
without limitation, reasonable counsel fees and expenses, which may include
inside counsel), of the Agent and each Bank in connection with the enforcement
(whether through negotiations, legal proceedings or otherwise) against the
Borrower or the Guarantor of any Credit Document.

         (b)     THE BORROWER AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW,
TO INDEMNIFY AND HOLD HARMLESS THE AGENT, THE CO-AGENTS AND EACH BANK AND EACH
OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST
ANY AND ALL CLAIMS, DAMAGES, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT
LIMITATION, REASONABLE FEES AND DISBURSEMENTS OF COUNSEL) FOR WHICH ANY OF THEM
MAY BECOME LIABLE OR WHICH MAY BE INCURRED BY OR ASSERTED AGAINST THE AGENT,
THE CO- AGENTS OR SUCH BANK OR ANY SUCH DIRECTOR, OFFICER, EMPLOYEE OR AGENT
(OTHER THAN BY ANOTHER BANK OR ANY SUCCESSOR OR ASSIGN OF ANOTHER BANK), IN
EACH CASE IN CONNECTION WITH OR ARISING OUT OF OR BY REASON OF ANY
INVESTIGATION, LITIGATION, OR PROCEEDING, WHETHER OR NOT THE AGENT, THE
CO-AGENTS OR SUCH BANK OR ANY SUCH DIRECTOR, OFFICER, EMPLOYEE OR AGENT IS A
PARTY THERETO, ARISING OUT OF, RELATED TO OR IN CONNECTION WITH ANY CREDIT
DOCUMENT OR ANY TRANSACTION IN WHICH ANY





                                      -40-
<PAGE>   46
PROCEEDS OF ALL OR ANY PART OF THE ADVANCES ARE APPLIED (OTHER THAN ANY SUCH
CLAIM, DAMAGE, LIABILITY OR EXPENSE TO THE EXTENT ATTRIBUTABLE TO THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF, OR VIOLATION OF ANY LAW OR REGULATION BY,
ANY SUCH INDEMNIFIED PARTY).

         Section 10.05.  Right of Set-off.  Upon (i) the occurrence and during
the continuance of any Event of Default and (ii) the making of the request or
the granting of the consent specified by Section 8.01 to authorize the Agent to
declare the Notes due and payable pursuant to the provisions of Section 8.01,
each Bank is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Bank to or for the credit or the
account of the Borrower or the Guarantor against any and all of the obligations
of the Borrower or the Guarantor now or hereafter existing under the Credit
Documents, irrespective of whether or not such Bank shall have made any demand
under this Agreement or such Notes and although such obligations may be
unmatured.  Each Bank agrees promptly to notify the Borrower and the Guarantor
after such set-off and application made by such Bank, provided that the failure
to give such notice shall not affect the validity of such set-off and
application.  The rights of each Bank under this Section are in addition to
other rights and remedies (including, without limitation, other rights of
set-off) which such Bank may have.

         Section 10.06.  Bank Assignments and Participations.

         (a)     Assignments.  Any Bank may assign to one or more banks or
other entities all or any portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Commitment,
the Advances owing to it, and the Notes held by it); provided, however, that
(i) each such assignment of an Assigning Bank's Commitment shall be of a
constant, and not a varying, percentage of all of such Bank's rights and
obligations under this Agreement in respect of such Commitment, (ii) the amount
of the resulting Commitment and Advances of the assigning Bank (unless it is
assigning all its Commitment) and the assignee Bank pursuant to each such
assignment (determined as of the date of the Assignment with respect to such
assignment) shall in no event be less than $10,000,000 and shall be an integral
multiple of $1,000,000, (iii) each such assignment shall be to an Eligible
Assignee, (iv) the parties to each such assignment shall execute and deliver to
the Agent, for its acceptance and recording in the Register, an Assignment,
together with the Note or Notes subject to such assignment, and (v) each
Eligible Assignee not already a Bank hereunder shall pay to the Agent an
assignment fee of $2,500 in connection with such assignment.  Upon such
execution, delivery, acceptance and recording, from and after the effective
date specified in each Assignment, which effective date shall be at least three
Business Days after the execution thereof, (A) the assignee thereunder shall be
a party hereto for all purposes and, to the extent that rights and obligations
hereunder have been assigned to it pursuant to such Assignment, have the rights
and obligations of a Bank hereunder and (B) such Bank thereunder shall, to the
extent that rights and obligations hereunder have been assigned by it pursuant
to such Assignment, relinquish its rights and be released from its obligations
under this Agreement (and, in the case of an Assignment covering all or the
remaining portion of such Bank's rights and obligations under this Agreement,
such Bank shall cease to be a party hereto).

         (b)     Terms of Assignments.  By executing and delivering an
Assignment, the Bank thereunder and the assignee thereunder confirm to and
agree with each other and the other parties hereto the matters set forth in
paragraphs 2 and 3 of such Assignment.

         (c)     The Register.  The Agent shall maintain at its address
referred to on Schedule I a copy of each Assignment delivered to and accepted
by it and a





                                      -41-
<PAGE>   47
register for the recordation of the names and addresses of the Banks and the
Commitments of, and principal amount of the Advances owing to, each Bank from
time to time (the "Register").  The entries in the Register shall be conclusive
and binding for all purposes, absent manifest error, and the Borrower, the
Guarantor, the Agent, and the Banks may treat each Person whose name is
recorded in the Register as a Bank hereunder for all purposes of this
Agreement.  The Register shall be available for inspection by the Borrower, the
Guarantor, or any Bank at any reasonable time and from time to time upon
reasonable prior notice.

         (d)     Procedures.  Upon its receipt of an Assignment executed by a
Bank and an Eligible Assignee, together with the Note or Notes subject to such
assignment, the Agent shall, if such Assignment has been completed and is in
substantially the form of the attached Exhibit C, (i) accept such Assignment,
(ii) record the information contained therein in the Register, and (iii) give
prompt notice thereof to the Borrower and the Guarantor.  Within five Business
Days after its receipt of such notice, the Borrower, at its own expense, shall
execute and deliver to the Agent (x) in exchange for the surrendered A Note, a
new A Note to the order of such Eligible Assignee in an amount equal to the
Commitment assumed by it pursuant to such Assignment (without giving affect to
any B Reduction) and, if such assigning Bank has retained any Commitment
hereunder, a new A Note to the order of such Bank in an amount equal to the
Commitment retained by it hereunder (without giving affect to any B Reduction),
and (y) in exchange for any surrendered B Note, a new B Note to the order of
such Eligible Assignee in an amount equal to the B Advances assumed by it
pursuant to such Assignment and, if such assigning Bank has retained any B
Advances hereunder, a new B Note to the order of such Bank in any amount equal
to the B Advances retained by it hereunder.  Such new A Notes and B Notes shall
be dated the effective date of such Assignment and shall otherwise be in
substantially the form of the attached Exhibit A-1 or Exhibit A-2, as the case
may be.

         (e)     Participations.  Each Bank may sell participations to one or
more banks or other entities in or to all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Commitment, the Advances owing to it, and the Notes held by it);
provided, however, that (i) such Bank's obligations under this Agreement
(including, without limitation, its Commitment to the Borrower hereunder) shall
remain unchanged, (ii) such Bank shall remain solely responsible to the other
parties hereto for the performance of such obligations, (iii) such Bank shall
remain the holder of any such Notes for all purposes of this Agreement, (iv)
the Borrower, the Guarantor, the Agent, and the other Banks shall continue to
deal solely and directly with such Bank in connection with such Bank's rights
and obligations under this Agreement, (v) such Bank shall not require the
participant's consent to any matter under this Agreement, except for changes in
the principal amount of such Bank's Commitment, any Note payable to such Bank
in which the participant has an interest, or the aggregate Commitments,
reductions in fees or interest, the date any amount is due hereunder, or
extending the Termination Date or continuing the Commitment of such Bank
pursuant to Section 2.15 hereof, and (vi) such Bank shall give prompt notice to
the Borrower of each such participation sold by such Bank.  The Borrower hereby
agrees that participants shall have the same rights under Sections 2.06(d),
2.10, 2.11, and 10.04 hereof as the Bank to the extent of their respective
participations.

         (f)  Assignment to Federal Reserve Bank.  Notwithstanding the
limitations set forth in paragraph (a) of this Section, any Bank may at any
time assign all or any portion of its rights under this Agreement or any Notes
payable to such Bank to a Federal Reserve Bank without the prior written
consent of the Borrower, the Guarantor, the Agent or the Co-Agents, provided
that no such assignment shall release such assigning Bank from any of its
obligations hereunder or substitute any such Federal Reserve Bank for such Bank
as a party hereto.





                                      -42-
<PAGE>   48
         Section 10.07.  Governing Law.  This Agreement, the Notes and the
other Credit Documents shall be governed by, and construed in accordance with,
the laws of the State of Texas.

         Section 10.08.  Interest.

         (a)     It is the intention of the parties hereto that the Agent and
each Bank shall conform strictly to usury laws applicable to it, if any.
Accordingly, if the transactions with the Agent or any Bank contemplated hereby
would be usurious under applicable law, if any, then, in that event,
notwithstanding anything to the contrary in this Agreement, the Notes, or any
other agreement entered into in connection with or as security for this
Agreement or the Notes, it is agreed as follows:  (i) the aggregate of all
consideration which constitutes interest under applicable law that is
contracted for, taken, reserved, charged or received by the Agent or such Bank,
as the case may be, under this Agreement, the Notes, or under any other
agreement entered into in connection with or as security for this Agreement or
the Notes shall under no circumstances exceed the maximum amount allowed by
such applicable law and any excess shall be cancelled automatically and, if
theretofore paid, shall at the option of the Agent or such Bank, as the case
may be, be credited by the Agent or such Bank, as the case may be, on the
principal amount of the obligations owed to the Agent or such Bank, as the case
may be, by the Borrower or refunded by the Agent or such Bank, as the case may
be, to the Borrower, and (ii) in the event that the maturity of any Note or
other obligation payable to the Agent or such Bank, as the case may be, is
accelerated or in the event of any required or permitted prepayment, then such
consideration that constitutes interest under law applicable to the Agent or
such Bank, as the case may be, may never include more than the maximum amount
allowed by such applicable law and excess interest, if any, to the Agent or
such Bank, as the case may be, provided for in this Agreement or otherwise
shall be cancelled automatically as of the date of such acceleration or
prepayment and, if theretofore paid, shall, at the option of the Agent or such
Bank, as the case may be, be credited by the Agent or such Bank, as the case
may be, on the principal amount of the obligations owed to the Agent or such
Bank, as the case may be, by the Borrower or refunded by the Agent or such
Bank, as the case may be, to the Borrower.

         (b)     In the event that at any time the interest rate applicable to
any Advance made by any Bank would exceed the maximum non-usurious rate allowed
by applicable law, the rate of interest to accrue on the Advances by such Bank
shall be limited to the maximum non-usurious rate allowed by applicable law,
but shall accrue, to the extent permitted by law, on the principal amount of
the Advances made by such Bank from time to time outstanding, if any, at the
maximum non-usurious rate allowed by applicable law until the total amount of
interest accrued on the Advances made by such Bank equals the amount of
interest which would have accrued if the interest rates applicable to the
Advances pursuant to Article II had at all times been in effect.  In the event
that upon the final payment of the Advances made by any Bank and termination of
the Commitment of such Bank, the total amount of interest paid to such Bank
hereunder and under the Notes is less than the total amount of interest which
would have accrued if the interest rates applicable to such Advances pursuant
to Article II had at all times been in effect, then the Borrower agrees to pay
to such Bank, to the extent permitted by law, an amount equal to the excess of
(a) the lesser of (i) the amount of interest which would have accrued on such
Advances if the maximum non-usurious rate allowed by applicable law had at all
times been in effect or (ii) the amount of interest rates applicable to such
Advances pursuant to Article II had at all times been in effect over (b) the
amount of interest otherwise accrued on such Advances in accordance with this
Agreement.

         Section 10.09.  Execution in Counterparts.  This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate





                                      -43-
<PAGE>   49
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

         Section 10.10.  Survival of Agreements, Representations and
Warranties, Etc.  All warranties, representations and covenants made by the
Borrower or the Guarantor or any officer of the Borrower or the Guarantor
herein or in any certificate or other document delivered in connection with
this Agreement shall be considered to have been relied upon by the Banks and
shall survive the issuance and delivery of the Notes and the making of the
Advances regardless of any investigation.  The indemnities and other
obligations of the Borrower contained in this Agreement, and the indemnities by
the Banks in favor of the Agent and its officers, directors, employees and
agents, will survive the repayment of the Advances and the termination of this
Agreement.

         Section 10.11.  Borrower's Right to Apply Deposits.  In the event that
any Bank is placed in receivership or enters a similar proceeding, the Borrower
may, to the full extent permitted by law, make any payment due to such Bank
hereunder, to the extent of finally collected unrestricted deposits of the
Borrower in U.S. dollars held by such Bank, by giving notice to the Agent and
such Bank directing such Bank to apply such deposits to such indebtedness.  If
the amount of such deposits is insufficient to pay such indebtedness then due
and owing in full, the Borrower shall pay the balance of such insufficiency in
accordance with this Agreement.

         Section 10.12.  Confidentiality.  Each Bank agrees that it will use
best efforts, to the extent not inconsistent with practical business
requirements, not to disclose without the prior consent of the Borrower and the
Guarantor (other than to employees, auditors, accountants, counsel or other
professional advisors of the Agent or any Bank) any information with respect to
the Borrower or the Guarantor or their Subsidiaries which is furnished pursuant
to this Agreement and which (i) the Borrower or the Guarantor in good faith
consider to be confidential and (ii) is either clearly marked confidential or
is designated by the Borrower or the Guarantor to the Agent or the Banks in
writing as confidential, provided that any Bank may disclose any such
information (a) as has become generally available to the public, (b) as may be
required or appropriate in any report, statement or testimony submitted to or
required by any municipal, state or Federal regulatory body having or claiming
to have jurisdiction over such Bank or submitted to or required by the Board of
Governors of the Federal Reserve System or the Federal Deposit Insurance
Corporation or similar organizations (whether in the United States or
elsewhere) or their successors, (c) as may be required or appropriate in
response to any summons or subpoena in connection with any litigation, (d) in
order to comply with any law, order, regulation or ruling applicable to such
Bank, (e) to the prospective assignee or participant in connection with any
contemplated transfer of any of the Notes or any interest therein by such Bank,
provided that such prospective assignee or participant executes an agreement
with or for the benefit of the Borrower and the Guarantor containing provisions
substantially identical to those contained in this Section 10.12.

         Section 10.13.  Binding Effect.  This Agreement shall become effective
when it shall have been executed by the Borrower, the Guarantor and the Agent,
and when each Bank listed on the signature pages hereof has delivered an
executed counterpart hereof to the Agent, has sent to the Agent a facsimile
copy of its signature hereon or has notified the Agent that such Bank has
executed this Agreement and thereafter shall be binding upon and inure to the
benefit of the Borrower, the Guarantor, the Agent, each Bank and their
respective successors and assigns, except that the Borrower and the Guarantor
shall not have the right to assign any of their respective rights hereunder or
any interest herein without the prior written consent of the Banks.





                                      -44-
<PAGE>   50
         SECTION 10.14.  ENTIRE AGREEMENT.  PURSUANT TO SECTION 26.02 OF THE
TEXAS BUSINESS AND COMMERCE CODE, A LOAN AGREEMENT IN WHICH THE AMOUNT INVOLVED
IN THE LOAN AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE
LOAN AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT
PARTY'S AUTHORIZED REPRESENTATIVE.

         THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO
THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN LOAN
AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY
AND MERGED INTO THE LOAN AGREEMENT.  THIS WRITTEN AGREEMENT AND THE CREDIT
DOCUMENTS, AS DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

         Section 10.15.  Severability.  In the event that any one or more of
the provisions contained in this Agreement or in any other Credit Document
should be held invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein and
therein shall not in any way be affected or impaired thereby.


                  [REMAINDER OF PAGE DELIBERATELY LEFT BLANK]





                                      -45-
<PAGE>   51
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                                   BORROWER:

                                                   FINA OIL AND CHEMICAL COMPANY



                                                  ______________________________
                                                  By:___________________________
                                                  Title:________________________


                                                   GUARANTOR:

                                                   FINA, INC.



                                                  ______________________________
                                                  By:___________________________
                                                  Title:________________________


                                                   AGENT:

                                                   NATIONSBANK OF TEXAS, N.A.,
                                                    as Agent



                                                  ______________________________
                                                   Denise Ashford Smith
                                                   Senior Vice President


                                                   CO-AGENTS:

                                                   CIBC INC.



                                                  By:___________________________
                                                  Title:________________________


                                                   TEXAS COMMERCE BANK
                                                   NATIONAL ASSOCIATION



                                                  By:___________________________
                                                  Title:________________________





                                      -46-
<PAGE>   52
Commitments                                       BANKS:

$_________                                        NATIONSBANK OF TEXAS, N.A.


                                                  ______________________________
                                                  Denise Ashford Smith
                                                  Senior Vice President


$__________                                       CIBC INC.


                                                  ______________________________
                                                  By:___________________________
                                                  Title:________________________


$__________                                       TEXAS COMMERCE BANK NATIONAL
                                                   ASSOCIATION


                                                  ______________________________
                                                  By:___________________________
                                                  Title:________________________


$__________                                       BAYERISCHE LANDESBANK
                                                   GIROZENTRALE
                                                  CAYMAN ISLANDS BRANCH



                                                  ______________________________
                                                  By:___________________________
                                                  Title:________________________


                                                  ______________________________
                                                  By:___________________________
                                                  Title:________________________


                                                  CREDIT LYONNAIS CAYMAN ISLAND
                                                   BRANCH



                                                  ______________________________
                                                  By:___________________________
                                                  Title:________________________


$__________                                       GENERALE BANK


                                                  ______________________________
                                                  By:___________________________
                                                  Title:________________________





                                      -47-
<PAGE>   53
$__________                                       SOCIETE GENERALE, SOUTHWEST
                                                   AGENCY


                                                  ______________________________
                                                  By:___________________________
                                                  Title:________________________


$__________                                       THE SANWA BANK, LIMITED,
                                                  DALLAS AGENCY



                                                  ______________________________
                                                  By:___________________________
                                                  Title:________________________


$__________                                       BANK OF MONTREAL



                                                  ______________________________
                                                  By:___________________________
                                                  Title:________________________


$__________                                       CREDIT COMMERCIAL DE FRANCE



                                                  ______________________________
                                                  By:___________________________
                                                  Title:________________________


                                                  ______________________________
                                                  By:___________________________
                                                  Title:________________________





                                      -48-
<PAGE>   54
$__________                                       CITICORP USA, INC.



                                                  ______________________________
                                                  By:___________________________
                                                  Title:________________________


$__________                                       DEN DANSKE BANK AKTIESELSKAB
                                                   CAYMAN ISLANDS BRANCH


                                                  ______________________________
                                                  By:___________________________
                                                  Title:________________________


                                                  ______________________________
                                                  By:___________________________
                                                  Title:________________________


$__________                                       THE FUJI BANK, LIMITED,
                                                   HOUSTON AGENCY



                                                  ______________________________
                                                  By:___________________________
                                                  Title:________________________


$__________                                       THE INDUSTRIAL BANK OF
                                                   JAPAN, LIMITED



                                                  ______________________________
                                                  By:___________________________
                                                  Title:________________________


$__________                                       MELLON BANK, N.A.



                                                  ______________________________
                                                  By:___________________________
                                                  Title:________________________





                                      -49-
<PAGE>   55
$__________                                       THE SUMITOMO BANK, LIMITED
                                                   HOUSTON AGENCY



                                                  ______________________________
                                                  By:___________________________
                                                  Title:________________________

============
$400,000,000                                      Total Commitments





                                     -50-