BENCHMARK ELECTRONICS INC, 8-K, 1996-08-14

BENCHMARK ELECTRONICS INC
8-K, 1996-08-14
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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 1996
-------------

BENCHMARK ELECTRONICS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Texas 1-10560 74-2211011
------------------------ -------------- ------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

3000 Technology Drive, Angleton, Texas 77515
-------------------------------------- ---------------
(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (409) 849-6550
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

General

On July 30, 1996, Benchmark Electronics, Inc. ("Benchmark") completed
it previously announced acquisition of EMD Technologies, Inc. ("EMD") by means
of the merger (the "Merger") of EMD with and into Electronics Acquisition,
Inc., a wholly owned subsidiary of Benchmark ("EAI"), pursuant to the terms of
an Agreement and Plan of Merger dated as of March 27, 1996 by and among
Benchmark, EMD, EAI, David H. Arnold and Daniel M. Rukavina, as amended (the
"Merger Agreement"). In the Merger, the former shareholders of EMD received
approximately $30.4 million in cash and 675,000 shares of Benchmark's Common
Stock, par value $.10 per share, determined as provided in the Merger
Agreement. EMD's operating subsidiaries provided electronic design and
manufacturing services for major original equipment manufacturers in the
commercial electronics industry. Such subsidiaries are now being operated as
indirect wholly owned subsidiaries of Benchmark.

The Merger and the Merger Agreement are described more completely in
the Information Statement of EMD/Prospectus of Benchmark dated June 27 1996
(the "Information Statement/Prospectus") filed with the Securities and Exchange
Commission (the "Commission") as part of Benchmark's Registration Statement on
Form S-4 (Registration No. 333-4230) filed with the Commission on April 30,
1996, as amended by Amendment No. 1 thereto, filed with the Commission on June
17, 1996, and Amendment No. 2 thereto, filed with the Commission on June 27,
1996 (the "Registration Statement"). The relevant information included under
the captions "The Merger" and "Information About EMD" in the Information
Statement/Prospectus is incorporated herein by reference.

Financing of the Cash Portion of the Merger Consideration

Senior Note. To finance a portion of the cash consideration for the
Merger, on July 30, 1996, Benchmark issued a $30 million 8.02% Senior Note due
2006 (the "Senior Note") to Northwestern Mutual Life Insurance Company (the
"Purchaser") under the Note Purchase Agreement dated as of July 30, 1996 ("Note
Purchase Agreement") between Benchmark and the Purchaser. Capitalized terms
used in this description of the Senior Note have the meanings ascribed to those
terms in the Note Purchase Agreement, a copy of which is filed an exhibit
hereto. The Senior Note is unsecured and guaranteed by each of Benchmark's
United States subsidiaries. Upon the formation of any new non-foreign
controlled subsidiary, the new subsidiary is required to guarantee the Senior
Note.

Interest at 8.02% per annum on the Senior Note is payable
semi-annually on each January 31 and July 31. Principal is payable in annual
installments of $5 million beginning July 31, 2001 with a final installment of
the unpaid principal amount of the Senior Note due July 31, 2006. Upon any
prepayment of all or a portion of the Senior Note, Benchmark is obligated to
pay the Purchaser

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<PAGE> 3
the Make-Whole Premium on the amount prepaid. Upon the occurrence of a Change
in Control, Benchmark must offer to repurchase the Senior Note at par plus the
Make-Whole Premium.

The Note Purchase Agreement includes customary affirmative and
negative covenants, including limitations on dividends and investments, asset
dispositions, and additional liens. The financial covenants include (i) a
minimum Fixed Charge Coverage Ratio; (ii) a minimum Interest Coverage Ratio;
(iii) a maximum Indebtedness Ratio; and (iv) a minimum Tangible Net Worth
requirement. Benchmark must meet the Fixed Charge Coverage Ratio and the
Interest Coverage Ratio on a pro forma basis before incurring any additional
debt (other than $35 million of revolving credit debt).

Under Note Purchase Agreement, the Purchaser may accelerate the
outstanding principal amount of the Senior Note upon the occurrence of certain
customary events of default, including: (i) failure to pay principal when due
or interest within five business days of when due; (ii) breach of
representations and warranties in any material respect; (iii) breach of
covenants in the Note Purchase Agreement after, in some instances, certain
grace periods; (iv) payment defaults or acceleration of other indebtedness of
Benchmark or any of its subsidiaries with an aggregate principal amount of
$500,000 or more; (v) failure to stay a judgment in excess of $500,000 pending
appeal for more than 60 days or suffering a final judgment in excess of
$10 million (exclusive of amounts which are insured); or (vi) certain events of
bankruptcy or insolvency of Benchmark or any of its Subsidiaries.

Revolving Credit Facility. To finance a portion of the cash
consideration for the Merger, refinance existing revolving credit debt of
Benchmark and EMD and provide for future working capital needs, Benchmark on
July 30, 1996, obtained a $35 million revolving credit facility ("Revolving
Credit Facility") from Texas Commerce Bank National Association ("Bank")
pursuant to the terms of the Credit Agreement dated as of July 30, 1996
("Credit Agreement") between Benchmark and the Bank. Capitalized terms used in
this description of the Revolving Credit Facility have the meanings ascribed to
those terms in the Credit Agreement, a copy of which is filed as an exhibit
hereto.

The Revolving Credit Facility is unsecured and guaranteed by each of
Benchmark's United States subsidiaries. Upon the formation of any new
subsidiary, the new subsidiary is required to guarantee the Revolving Credit
Facility.

The Revolving Credit Facility terminates, and the outstanding
principal amount is due, on July 31, 2000, and the commitment reduces to
$20 million on July 31, 1999. The outstanding amount of the Revolving Credit
Facility may not exceed the Borrowing Base, which consists of 80% of Eligible
Receivables and 25% of Eligible Inventory. Benchmark may prepay the Revolving
Credit Facility at any time upon proper notice to the Bank.

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<PAGE> 4
Interest on the Revolving Credit Facility accrues, at Benchmark's
option, at either the Bank's Fixed Eurodollar Rate plus from .625% to 1.75% per
annum or the Bank's prime rate. The margin on the Fixed Eurodollar Rate
fluctuates with Benchmark's ratio of Funded Debt to EBITDA. Interest is
payable quarterly. A commitment fee of 1/4% per annum on the unused portion of
the Revolving Credit Facility is payable quarterly in arrears.

The Credit Agreement includes customary affirmative and negative
covenants. The financial covenants include (i) a minimum ratio of current
assets minus inventory to current liabilities (excluding current maturities on
the Revolving Credit Facility); (ii) a maximum Fixed Charge Coverage Ratio;
(iii) a minimum Tangible Net Worth requirement; and (iv) a maximum ratio of
Funded Debt to EBITDA. The Credit Agreement also limits investments,
dividends, capital expenditures, asset dispositions, and additional debt and
liens.

Under the Credit Agreement, the Bank may accelerate the outstanding
principal amount of the Revolving Credit Facility upon the occurrence of
certain customary events of default, including: (i) failure to pay principal
when due and interest and other amounts within five business days of when due;
(ii) breach of representations and warranties in any material respect; (iii)
breach of covenants in the Credit Agreement after, in some instances, certain
grace periods; (iv) defaults of other indebtedness of Benchmark or any of its
subsidiaries with an aggregate principal amount of $1,000,000 or more; (v)
failure to stay a judgment in excess of $500,000 pending appeal for more than
30 days; (vi) certain events of bankruptcy or insolvency of Benchmark or any of
its Subsidiaries; or (vii) the occurrence of a Change in Control. As used in
the Credit Agreement, a Change in Control would occur if any person (as such
term is used in section 13(d) and section 14(d)(2) of the Securities Exchange
Act of 1934 (the "Exchange Act") as in effect on the Closing Date) or related
persons constituting a group (as such term is used in Rule 13d-5 under the
Exchange Act as in effect on the Closing Date) become the "beneficial owners"
(as such term is used in Rule 13d-3 under the Exchange Act as in effect on the
date of the Closing), directly or indirectly, of more than 50% of the total
voting power of all outstanding Voting Stock of Benchmark.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of EMD.

The audited consolidated financial statements of EMD for the
years ended December 31, 1995, 1994 and 1993, including the notes thereto, and
the unaudited consolidated financial statements of EMD for the three months
ended March 31, 1996 and 1995, including the notes thereto, are incorporated
herein by reference to the Information Statement/Prospectus.

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(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial
information included in the Information Statement/Prospectus is incorporated
herein by reference.

The following materials are filed as exhibits to this Current
Report on Form 8-K.

<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
2.1 Agreement and Plan of Merger dated as of March 27, 1996 by and among Benchmark
Electronics, Inc., Electronics Acquisition, Inc., EMD Technologies, Inc., David H.
Arnold and Daniel M. Rukavina (incorporated herein by reference to Exhibit 2 to
Benchmark's Annual Report on Form 10-K for the fiscal year ended December 31, 1995).

2.2 Amendment No. 1 to Agreement and Plan of Merger dated as of April 5, 1996 by and among
Benchmark Electronics, Inc., Electronics Acquisition, Inc., EMD Technologies, Inc.,
David H. Arnold and Daniel M. Rukavina (incorporated herein by reference to Exhibit
2.2 to the Registration Statement).

20 Information Statement of EMD Technologies, Inc./Prospectus of Benchmark Electronics,
Inc. dated June 27, 1996 (incorporated herein by reference to the Registration
Statement).

23 Consent of KPMG Peat Marwick LLP.

99.1 Note Purchase Agreement dated as of July 30, 1996 by and between Benchmark
Electronics, Inc. and Northwestern Mutual Life Insurance Company.

99.2 Credit Agreement dated as of July 30, 1996 by and between Benchmark Electronics, Inc.
and Texas Commerce Bank National Association.
</TABLE>

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S I G N A T U R E

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

BENCHMARK ELECTRONICS, INC.

Dated: August 14, 1996 By: /s/ DONALD E. NIGBOR
-------------------------------
Donald E. Nigbor
President

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<PAGE> 7
EXHIBIT INDEX

20 Information Statement of EMD Technologies, Inc./Prospectus of Benchmark Electronics, Inc.
dated June 27, 1996 (incorporated herein by reference to the Registration
Statement).

23 Consent of KPMG Peat Marwick LLP.

99.1 Note Purchase Agreement dated as of July 30, 1996 by and between Benchmark
Electronics, Inc. and Northwestern Mutual Life Insurance Company.

99.2 Credit Agreement dated as of July 30, 1996 by and between Benchmark Electronics, Inc.
and Texas Commerce Bank National Association.
</TABLE>

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EXHIBIT 23

The Board of Directors
Benchmark Electronics, Inc.

We consent to the incorporation by reference of our report dated January 31,
1996, with respect to the consolidated balance sheets of EMD Technologies, Inc.
and Subsidiaries as of December 31, 1995 and 1994, and the related consolidated
statements of income, stockholders' equity and cash flows for each of the years
in the three-year period ended December 31, 1995, which report is incorporated
by reference in the Form 8-K of Benchmark Electronics, Inc., dated July 30,
1996.

KPMG Peat Marwick LLP

Minneapolis, Minnesota
August 14, 1996

<PAGE> 1

EXHIBIT 99.1
================================================================================

Benchmark Electronics, Inc.

$30,000,000

8.02% Senior Notes, due July 31, 2006

_____________

NOTE PURCHASE AGREEMENT

_____________

Dated July 30, 1996

================================================================================
<PAGE> 2
TABLE OF CONTENTS

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<CAPTION>
Section Page
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1. AUTHORIZATION OF NOTES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. SALE AND PURCHASE OF NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

3. CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

4. CONDITIONS TO CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4.1. Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4.2. Performance; No Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4.3. Compliance Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4.4. Opinions of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.5. Purchase Permitted By Applicable Law, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.6. [Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.7. Payment of Special Counsel Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.8. Private Placement Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.9. Changes in Corporate Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.10. Proceedings and Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.1. Organization; Power and Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.2. Authorization, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.3. Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.4. Organization and Ownership of Shares of Subsidiaries; Authorization, etc . . . . . . . . . . . . . . 5
5.5. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5.6. Compliance with Laws, Other Instruments, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5.7. Governmental Authorizations, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5.8. Litigation; Observance of Agreements, Statutes and Orders . . . . . . . . . . . . . . . . . . . . . 7
5.9. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5.10. Title to Property; Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5.11. Licenses, Permits, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5.12. Compliance with ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.13. Private Offering by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.14. Use of Proceeds; Margin Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.15. Existing Indebtedness; Future Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.16. Foreign Assets Control Regulations, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
5.17. Status under Certain Statutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
5.18. Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
5.19 Consummation of Acquisition Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

6. REPRESENTATIONS OF THE PURCHASER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
6.1. Purchase for Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>
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<TABLE>
<S> <C> <C>
6.2. Source of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

7. INFORMATION AS TO COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
7.1. Financial and Business Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
7.2. Officer's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
7.3. Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

8. PREPAYMENT OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.1. Required Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.2. Optional Prepayments with Make-Whole Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.3. Allocation of Partial Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.4. Maturity; Surrender, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.5. Purchase of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.6. Make-Whole Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.7. Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

9. AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
9.1. Compliance with Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
9.2. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
9.3. Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
9.4. Payment of Taxes and Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
9.5. Corporate Existence, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
9.6. Subsidiary Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

10. NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
10.1. Merger, Consolidation, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
10.2. Sales of Assets, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
10.3. Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
10.4 Restricted Payments and Restricted Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
10.5 Financial Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

11. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

12. REMEDIES ON DEFAULT, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
12.1. Acceleration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
12.2. Other Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
12.3. Rescission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
12.4. No Waivers or Election of Remedies, Expenses, etc. . . . . . . . . . . . . . . . . . . . . . . . . . 31

13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
13.1. Registration of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
13.2. Transfer and Exchange of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
13.3. Replacement of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

14. PAYMENTS ON NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
14.1. Interest; Final Maturity; Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
</TABLE>
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<TABLE>
<S> <C> <C>
14.2. Home Office Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

15. EXPENSES, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
15.1. Transaction Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
15.2. Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . 33

17. AMENDMENT AND WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
17.1. Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
17.2. Solicitation of Holders of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
17.3. Binding Effect, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
17.4. Notes held by Company, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

18. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

19. REPRODUCTION OF DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

20. CONFIDENTIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

21. SUBSTITUTION OF PURCHASER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

22. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
22.1. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
22.2. Payments Due on Non-Business Days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
22.3. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
22.4. Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
22.5 Usury. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
22.6. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
22.7. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
</TABLE>
<PAGE> 5
<TABLE>
<S> <C> <C>
SCHEDULE A -- PAYMENT INSTRUCTIONS

SCHEDULE B -- DEFINED TERMS

SCHEDULE 4.9 -- Changes in Corporate Structure

SCHEDULE 5.3 -- Disclosure Materials

SCHEDULE 5.4 -- Subsidiaries of the Company and Ownership of Subsidiary Stock

SCHEDULE 5.5 -- Financial Statements

SCHEDULE 5.8 -- Certain Litigation

SCHEDULE 5.11 -- Patents, etc.

SCHEDULE 5.15 -- Existing Indebtedness

EXHIBIT 1 -- Form of 8.02% Senior Note, due July 31, 2006

EXHIBIT 4.4 -- Form of Opinion of Special Counsel for the Company

EXHIBIT 9.6 -- Form of Subsidiary Guaranty
</TABLE>
<PAGE> 6
Benchmark Electronics, Inc.

3000 Technology Drive
Angleton, Texas 77515

8.02% Senior Notes, due July 31, 2006

July 30, 1996

The Northwestern Mutual Life Insurance Company
720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Ladies and Gentlemen:

Benchmark Electronics, Inc., a Texas corporation (the "Company"),
agrees with you as follows:

1. AUTHORIZATION OF NOTES.

The Company will authorize the issue and sale of thirty million
dollars ($30,000,000.00) aggregate principal amount of its 8.02% Senior Notes,
due July 31, 2006 (the "Notes", such term to include any such notes issued in
substitution therefor pursuant to Section 13 of this Agreement). The Notes
shall be substantially in the form set out in Exhibit 1, with such changes
therefrom, if any, as may be approved by you and the Company. Certain
capitalized terms used in this Agreement are defined in Schedule B; references
to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule
or an Exhibit attached to this Agreement.

2. SALE AND PURCHASE OF NOTES.

Subject to the terms and conditions of this Agreement, the Company
will issue and sell to you and you will purchase from the Company, at the
Closing provided for in Section 3, Notes in the principal amount of thirty
million dollars ($30,000,000.00) at the purchase price of 100% of the principal
amount thereof.

3. CLOSING.

The sale and purchase of the Notes shall occur at the offices of
Fulbright & Jaworski L.L.P, 1301 McKinney, Suite 5100, Houston, Texas, at 10:00
a.m., Houston, Texas time, at a closing (the "Closing") on July 30, 1996, or on
such other Business Day thereafter on or prior to July 31, 1996, as may be
agreed upon by the Company and you. At the Closing the Company will deliver to
you
<PAGE> 7
the Notes in the form of a single Note (or such greater number of Notes in
denominations of at least $100,000 as you may request) dated the date of the
Closing and registered in your name (or in the name of your nominee), against
delivery by you to the Company or its order of the amount of the purchase price
therefor by wire transfer of immediately available funds for the account of the
Company to account number 00100286948 at Texas Commerce Bank, N.A. (ABA No.
113000609, credit "BEI"). If at the Closing the Company shall fail to tender
such Notes to you as provided above in this Section 3, or any of the conditions
specified in Section 4 shall not have been fulfilled to your satisfaction, you
shall, at your election, be relieved of all further obligations under this
Agreement, without thereby waiving any rights you may have by reason of such
failure or such nonfulfillment. If, for any reason, the Closing shall not
occur on the scheduled date or shall be delayed for one or more days, and you
shall be unable, through reasonable effort, to reinvest any liquid funds made
available by you for the purchase of the Notes at the Closing, the Company
shall compensate you for any lost interest earnings that you actually could
have earned through temporary reinvestment of such funds.

4. CONDITIONS TO CLOSING.

Your obligation to purchase and pay for the Notes is subject to the
fulfillment to your satisfaction, prior to or at the Closing, of the following
conditions:

4.1. REPRESENTATIONS AND WARRANTIES.

The representations and warranties of the Company in this Agreement
shall be correct when made and at the time of the Closing.

4.2. PERFORMANCE; NO DEFAULT.

The Company shall have performed and complied with all agreements and
conditions contained in this Agreement required to be performed or complied
with by it prior to or at the Closing and after giving effect to the issue and
sale of the Notes (and the application of the proceeds thereof as contemplated
by Schedule 5.14) no Default or Event of Default shall have occurred and be
continuing. Neither the Company nor any Subsidiary shall have entered into any
transaction since the date of the Memorandum that would have been prohibited by
any of Sections 10.1 through 10.5, inclusive, hereof had such section applied
since such date.

4.3. COMPLIANCE CERTIFICATES.

(a) Officer's Certificate. The Company shall have delivered to
you an Officer's Certificate, dated the date of the Closing, certifying that
the conditions specified in Sections 4.1, 4.2, 4.9 and 4.10(a) have been
fulfilled.

(b) Secretary's Certificate. The Company and each Subsidiary
required to deliver a Subsidiary Guaranty shall have delivered to you a
certificate certifying as to the resolutions attached thereto and other
corporate proceedings relating to the authorization, execution and delivery of
the Notes and the Agreements.

2
<PAGE> 8
4.4. OPINIONS OF COUNSEL.

You shall have received opinions in form and substance satisfactory to
you, dated the date of the Closing (a) from Bracewell & Patterson, L.L.P.,
counsel for the Company, covering the matters set forth in Exhibit 4.4 and
covering such other matters incident to the transactions contemplated hereby as
you or your counsel may reasonably request (and the Company hereby instructs
its counsel to deliver such opinion to you) and (b) from Fulbright & Jaworski
L.L.P., your special counsel in connection with such transactions, in the form
set and covering such matters incident to such transactions as you may
reasonably request.

4.5. PURCHASE PERMITTED BY APPLICABLE LAW, ETC.

On the date of the Closing your purchase of Notes shall (i) be
permitted by the laws and regulations of each jurisdiction to which you are
subject, without recourse to provisions (such as Section 1405(a)(8) of the New
York Insurance Law) permitting limited investments by insurance companies
without restriction as to the character of the particular investment, (ii) not
violate any applicable law or regulation (including, without limitation,
Regulation G, T or X of the Board of Governors of the Federal Reserve System)
and (iii) not subject you to any tax, penalty or liability under or pursuant to
any applicable law or regulation, which law or regulation was not in effect on
the date hereof. If requested by you, you shall have received an Officer's
Certificate certifying as to such matters of fact as you may reasonably specify
to enable you to determine whether such purchase is so permitted.

4.6. [RESERVED].

4.7. PAYMENT OF SPECIAL COUNSEL FEES.

Without limiting the provisions of Section 15.1, the Company shall
have paid on or before the Closing the fees, charges and disbursements of your
special counsel referred to in Section 4.4 to the extent reflected in a
statement of such counsel rendered to the Company at least one Business Day
prior to the Closing.

4.8. PRIVATE PLACEMENT NUMBER.

A Private Placement number issued by Standard & Poor's CUSIP Service
Bureau (in cooperation with the Securities Valuation Office of the National
Association of Insurance Commissioners) shall have been obtained for the Notes.

4.9. CHANGES IN CORPORATE STRUCTURE.

Except as specified in Schedule 4.9, the Company shall not have
changed its jurisdiction of incorporation or been a party to any merger or
consolidation and shall not have succeeded to all or any substantial part of
the liabilities of any other entity, at any time following the date of the most
recent financial statements referred to in Schedule 5.5.

3
<PAGE> 9
4.10. PROCEEDINGS AND DOCUMENTS.

(a) The transactions contemplated by that certain Agreement and
Plan of Merger, dated as of March 27, 1996, by and among the Company,
Electronics Acquisition, Inc., a Texas corporation and wholly-owned subsidiary
of the Company, EMD Technologies, Inc., a Minnesota corporation and Messrs.
David H. Arnold and Daniel M. Rukavina shall have been consummated or shall be
consummated contemporaneously with the Closing.

(b) All corporate and other proceedings in connection with the
transactions contemplated by this Agreement and all documents and instruments
incident to such transactions shall be satisfactory to you and your special
counsel, and you and your special counsel shall have received all such
counterpart originals or certified or other copies of such documents as you or
they may reasonably request.

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to you that:

5.1. ORGANIZATION; POWER AND AUTHORITY.

The Company is a corporation duly organized, validly existing and in
good standing under the laws of its jurisdiction of incorporation, and is duly
qualified as a foreign corporation and is in good standing in each jurisdiction
in which such qualification is required by law, other than those jurisdictions
as to which the failure to be so qualified or in good standing could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The Company and each of its Subsidiaries has the corporate
power and authority to own or hold under lease the properties it purports to
own or hold under lease, to transact the business it transacts and proposes to
transact, to execute and deliver this Agreement and the Notes and to perform
the provisions hereof and thereof.

5.2. AUTHORIZATION, ETC.

This Agreement and the Notes have been duly authorized by all
necessary corporate action on the part of the Company, and this Agreement
constitutes, and upon execution and delivery thereof each Note will constitute,
a legal, valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, except as such enforceability may be
limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally and
(ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

5.3. DISCLOSURE.

The Company, through its placement agent, Chase Securities Inc., has
delivered to you a copy of a Confidential Information Memorandum, dated May
1996 (the "Memorandum"), relating to the transactions contemplated hereby. The
Memorandum fairly describes, in all Material respects, the general nature of
the business and principal properties of the Company and its Subsidiaries.

4
<PAGE> 10
Except as disclosed in Schedule 5.3, this Agreement, the Memorandum, the
documents, certificates or other writings delivered to you by or on behalf of
the Company in connection with the transactions contemplated hereby and the
financial statements listed in Schedule 5.5, taken as a whole, do not contain
any untrue statement of a Material fact or omit to state any Material fact
necessary to make the statements therein, taken as a whole, not misleading in
light of the circumstances under which they were made. Except as disclosed in
the Memorandum or as expressly described in Schedule 5.3, or in one of the
documents, certificates or other writings identified therein, or in the
financial statements listed in Schedule 5.5, since December 31, 1995, there has
been no change in the financial condition, operations, business, properties or
prospects of the Company or any Subsidiary except changes that individually or
in the aggregate could not reasonably be expected to have a Material Adverse
Effect. There is no fact known to the Company that could reasonably be
expected to have a Material Adverse Effect that has not been set forth herein
or in the Memorandum or in the other documents, certificates and other writings
delivered to you by or on behalf of the Company specifically for use in
connection with the transactions contemplated hereby. Furthermore, except as
disclosed in the Memorandum or as expressly described in Schedule 5.3, since
December 31, 1995, there has been no change in the Company's financial
condition that at any time since December 31, 1995 would have caused the
Company to be in violation of any of the covenants set forth in Section 10.5
hereof had each such covenant been made at all times since such date.

5.4. ORGANIZATION AND OWNERSHIP OF SHARES OF SUBSIDIARIES; AUTHORIZATION,
ETC.

(a) Schedule 5.4 contains (except as noted therein) complete and
correct lists (i) of the Company's Subsidiaries, showing, as to each
Subsidiary, the correct name thereof, the jurisdiction of its organization, and
the percentage of shares of each class of its capital stock or similar equity
interests outstanding owned by the Company and each other Subsidiary and (ii)
of the Company's directors and executive officers.

(b) All of the outstanding shares of capital stock or similar
equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the
Company and its Subsidiaries have been validly issued, are fully paid and
nonassessable and are owned by the Company or another Subsidiary free and clear
of any Lien (except as otherwise disclosed in Schedule 5.4).

(c) Each Subsidiary identified in Schedule 5.4 is a corporation or
other legal entity duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization, and is duly qualified as a
foreign corporation or other legal entity and is in good standing in each
jurisdiction in which such qualification is required by law, other than those
jurisdictions as to which the failure to be so qualified or in good standing
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. Each such Subsidiary has the corporate or other power
and authority to own or hold under lease the properties it purports to own or
hold under lease and to transact the business it transacts and proposes to
transact, to execute and deliver its Subsidiary Guaranty and to perform the
provisions thereof.

5
<PAGE> 11
(d) The Subsidiary Guaranty to be executed by each Subsidiary of
the Company has been duly authorized by all necessary corporate action on the
part of such Subsidiary, and such Subsidiary Guaranty constitutes a legal,
valid and binding obligation of such Subsidiary enforceable against such
Subsidiary in accordance with its terms, except as such enforceability may be
limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally and
(ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

(e) No Subsidiary is a party to, or otherwise subject to any legal
restriction or any agreement (other than this Agreement, the agreements listed
on Schedule 5.4 and customary limitations imposed by corporate law statutes)
restricting the ability of such Subsidiary to pay dividends out of profits or
make any other similar distributions of profits to the Company or any of its
Subsidiaries that owns outstanding shares of capital stock or similar equity
interests of such Subsidiary.

5.5. FINANCIAL STATEMENTS.

The Company has delivered to you copies of the financial statements of
the Company and its Subsidiaries listed on Schedule 5.5. All of said financial
statements (including in each case the related schedules and notes) fairly
present in all Material respects the consolidated financial position of the
Company and its Subsidiaries as of the respective dates specified in such
Schedule and the consolidated results of their operations and cash flows for
the respective periods so specified and have been prepared in accordance with
GAAP consistently applied throughout the periods involved except as set forth
in the notes thereto (subject, in the case of any interim financial statements,
to normal year-end adjustments).

5.6. COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC.

The execution, delivery and performance by the Company of this
Agreement and the Notes, and the execution, delivery and performance of the
Subsidiary Guaranties, will not (i) contravene, result in any breach of, or
constitute a default under, or result in the creation of any Lien in respect of
any property of the Company or any Subsidiary under, any indenture, mortgage,
deed of trust, loan, purchase or credit agreement, lease, corporate charter or
by-laws, or any other Material agreement or instrument to which the Company or
any Subsidiary is bound or by which the Company or any Subsidiary or any of
their respective properties may be bound or affected, (ii) conflict with or
result in a breach of any of the terms, conditions or provisions of any order,
judgment, decree, or ruling of any court, arbitrator or Governmental Authority
applicable to the Company or any Subsidiary or (iii) violate any provision of
any statute or other rule or regulation of any Governmental Authority
applicable to the Company or any Subsidiary.

5.7. GOVERNMENTAL AUTHORIZATIONS, ETC.

No consent, approval or authorization of, or registration, filing or
declaration with, any Governmental Authority is required in connection with the
execution, delivery or performance (i) by the Company of this Agreement or the
Notes or (ii) of the Subsidiary Guaranties.

6
<PAGE> 12
5.8. LITIGATION; OBSERVANCE OF AGREEMENTS, STATUTES AND ORDERS.

(a) Except as disclosed in Schedule 5.8, there are no actions,
suits or proceedings pending or, to the knowledge of the Company, threatened
against or affecting the Company or any Subsidiary or any property of the
Company or any Subsidiary in any court or before any arbitrator of any kind or
before or by any Governmental Authority that, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect.

(b) Neither the Company nor any Subsidiary is in default under any
term of any agreement or instrument to which it is a party or by which it is
bound, or any order, judgment, decree or ruling of any court, arbitrator or
Governmental Authority or is in violation of any applicable law, ordinance,
rule or regulation (including without limitation Environmental Laws) of any
Governmental Authority, which default or violation, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.

5.9. TAXES.

The Company and its Subsidiaries have filed all tax returns that are
required to have been filed in any jurisdiction, and have paid all taxes shown
to be due and payable on such returns and all other taxes and assessments
levied upon them or their properties, assets, income or franchises, to the
extent such taxes and assessments have become due and payable and before they
have become delinquent, except for any taxes and assessments (i) the amount of
which is not individually or in the aggregate Material or (ii) the amount,
applicability or validity of which is currently being contested in good faith
by appropriate proceedings and with respect to which the Company or a
Subsidiary, as the case may be, has established adequate reserves in accordance
with GAAP. The Company knows of no basis for any other tax or assessment that
could reasonably be expected to have a Material Adverse Effect. The charges,
accruals and reserves on the books of the Company and its Subsidiaries in
respect of Federal, state or other taxes for all fiscal periods are adequate.
The Federal income tax liabilities of the Company and its Subsidiaries have
been determined by the Internal Revenue Service for all fiscal years up to and
including the fiscal year ended December 31, 1990, and paid for all fiscal
years up to and including the fiscal year ended December 31, 1995.

5.10. TITLE TO PROPERTY; LEASES.

The Company and its Subsidiaries have good and sufficient title to
their respective properties that individually or in the aggregate are Material,
including all such properties reflected in the most recent audited balance
sheet referred to in Section 5.5 or purported to have been acquired by the
Company or any Subsidiary after said date (except as sold or otherwise disposed
of in the ordinary course of business), in each case free and clear of Liens
prohibited by this Agreement. All leases that individually or in the aggregate
are Material are valid and subsisting and are in full force and effect in all
Material respects.

5.11. LICENSES, PERMITS, ETC.

Except as disclosed in Schedule 5.11,

7
<PAGE> 13
(a) the Company and its Subsidiaries own or possess all
licenses, permits, franchises, authorizations, patents, copyrights,
service marks, trademarks and trade names, or rights thereto, that
individually or in the aggregate are Material, without known conflict
with the rights of others;

(b) to the best knowledge of the Company, no product of
the Company infringes in any Material respect any license, permit,
franchise, authorization, patent, copyright, service mark, trademark,
trade name or other right owned by any other Person; and

(c) to the best knowledge of the Company, there is no
Material violation by any Person of any right of the Company or any of
its Subsidiaries with respect to any patent, copyright, service mark,
trademark, trade name or other right owned or used by the Company or
any of its Subsidiaries.

5.12. COMPLIANCE WITH ERISA.

(a) The Company and each ERISA Affiliate have operated and
administered each Plan in compliance with all applicable laws except for such
instances of noncompliance as have not resulted in and could not reasonably be
expected to result in a Material Adverse Effect. Neither the Company nor any
ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA
or the penalty or excise tax provisions of the Code relating to employee
benefit plans (as defined in Section 3 of ERISA), and no event, transaction or
condition has occurred or exists that could reasonably be expected to result in
the incurrence of any such liability by the Company or any ERISA Affiliate, or
in the imposition of any Lien on any of the rights, properties or assets of the
Company or any ERISA Affiliate, in either case pursuant to Title I or IV of
ERISA or to such penalty or excise tax provisions or to Section 401(a)(29) or
412 of the Code, other than such liabilities or Liens as would not be
individually or in the aggregate Material.

(b) No Plan is or has been subject to Title IV of ERISA.

(c) The expected postretirement benefit obligation (determined as
of the last day of the Company's most recently ended fiscal year in accordance
with Financial Accounting Standards Board Statement No. 106, without regard to
liabilities attributable to continuation coverage mandated by section 4980B of
the Code) of the Company and its Subsidiaries is not Material.

(d) The Company is an "operating company" within the meaning of
Department of Labor Regulation Section 2510.3-101(c).

(e) The execution and delivery of this Agreement and the issuance
and sale of the Notes hereunder will not involve any transaction that is
subject to the prohibitions of section 406 of ERISA or in connection with which
a tax could be imposed pursuant to section 4975 of the Code. The
representation by the Company in the first sentence of this Section 5.12(e) is
made in reliance upon and subject to the accuracy of your representation in
Section 6.2 as to the sources of the funds used to pay the purchase price of
the Notes to be purchased by you.

5.13. PRIVATE OFFERING BY THE COMPANY.

8
<PAGE> 14
Neither the Company nor anyone acting on its behalf has offered the
Notes or any similar securities for sale to, or solicited any offer to buy any
of the same from, or otherwise approached or negotiated in respect thereof
with, any person other than you, and not more than 50 other Institutional
Investors, each of which has been offered the Notes at a private sale for
investment. Neither the Company nor anyone acting on its behalf has taken, or
will take, any action that would subject the issuance or sale of the Notes to
the registration requirements of Section 5 of the Securities Act.

5.14. USE OF PROCEEDS; MARGIN REGULATIONS.

The Company will apply the proceeds of the sale of the Notes to
refinance existing indebtedness and to fund the transactions referenced to
Section 4.10. No part of the proceeds from the sale of the Notes hereunder
will be used, directly or indirectly, for the purpose of buying or carrying any
margin stock within the meaning of Regulation G of the Board of Governors of
the Federal Reserve System (12 CFR 207), or for the purpose of buying or
carrying or trading in any securities under such circumstances as to involve
the Company in a violation of Regulation X of said Board (12 CFR 224) or to
involve any broker or dealer in a violation of Regulation T of said Board (12
CFR 220). Margin stock does not constitute more than 1% of the value of the
consolidated assets of the Company and its Subsidiaries and the Company does
not have any present intention that margin stock will constitute more than 1%
of the value of such assets. As used in this Section, the terms "margin stock"
and "purpose of buying or carrying" shall have the meanings assigned to them in
said Regulation G.

5.15. EXISTING INDEBTEDNESS; FUTURE LIENS.

(a) Except as described therein, Schedule 5.15 sets forth a complete
and correct list of all outstanding Indebtedness of the Company and its
Subsidiaries as of June 30, 1996, since which date there has been no Material
change in the amounts, interest rates, sinking funds, instalment payments or
maturities of the Indebtedness of the Company or its Subsidiaries. Neither the
Company nor any Subsidiary is in default and no waiver of default is currently
in effect, in the payment of any principal or interest on any Indebtedness of
the Company or such Subsidiary and no event or condition exists with respect to
any Indebtedness of the Company or any Subsidiary that would permit (or that
with notice or the lapse of time, or both, would permit) one or more Persons to
cause such indebtedness to become due and payable before its stated maturity or
before its regularly scheduled dates of payment.

(b) Except as disclosed in Schedule 5.15, neither the Company nor any
Subsidiary has agreed or consented to cause or permit in the future (upon the
happening of a contingency or otherwise) any of its property, whether now owned
or hereafter acquired, to be subject to a Lien, except as permitted by Section
10.3.

9
<PAGE> 15
5.16. FOREIGN ASSETS CONTROL REGULATIONS, ETC.

Neither the sale of the Notes by the Company hereunder nor its use of
the proceeds thereof will violate the Trading with the Enemy Act, as amended,
or any of the foreign assets control regulations of the United States Treasury
Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling
legislation or executive order relating thereto.

5.17. STATUS UNDER CERTAIN STATUTES.

Neither the Company nor any Subsidiary is subject to regulation under
the Investment Company Act of 1940, as amended, the Public Utility Holding
Company Act of 1935, as amended, the Interstate Commerce Act, as amended, or
the Federal Power Act, as amended.

5.18. ENVIRONMENTAL MATTERS.

Neither the Company nor any Subsidiary has knowledge of any claim or
has received any notice of any claim, and no proceeding has been instituted
raising any claim against the Company or any of its Subsidiaries or any of
their respective real properties now or formerly owned, leased or operated by
any of them or other assets, alleging any damage to the environment or
violation of any Environmental Laws, except, in each case, such as could not
reasonably be expected to result in a Material Adverse Effect. Except as
otherwise disclosed to you in writing,

(a) neither the Company nor any Subsidiary has knowledge
of any facts which would give rise to any claim, public or private, of
violation of Environmental Laws or damage to the environment emanating
from, occurring on or in any way related to real properties now or
formerly owned, leased or operated by any of them or to other assets
or their use, except, in each case, such as could not reasonably be
expected to result in a Material Adverse Effect;

(b) neither the Company nor any of its Subsidiaries has
stored any Hazardous Materials on real properties now or formerly
owned, leased or operated by any of them and has not disposed of any
Hazardous Materials in a manner contrary to any Environmental Laws in
each case in any manner that could reasonably be expected to result in
a Material Adverse Effect; and

(c) all buildings on all real properties now owned,
leased or operated by the Company or any of its Subsidiaries are in
compliance with applicable Environmental Laws, except where failure to
comply could not reasonably be expected to result in a Material
Adverse Effect.

5.19 CONSUMMATION OF ACQUISITION TRANSACTIONS

That certain Agreement and Plan of Merger, dated as of March 27, 1996,
by and among the Company, Electronics Acquisition, Inc., a Texas corporation
and wholly-owned subsidiary of the Company, EMD Technologies, Inc., a Minnesota
corporation and Messrs. David H. Arnold and Daniel M. Rukavina has been duly
executed and delivered, with full corporate power and authority,

10
<PAGE> 16
by and to the Company and constitutes a legal, valid and binding obligation of
each of the parties thereto, enforceable against each of the parties thereto in
accordance with its terms, and the transactions contemplated thereby have been
consummated in accordance therewith, except as such enforceability may be
limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally and
(ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

6. REPRESENTATIONS OF THE PURCHASER.

6.1. PURCHASE FOR INVESTMENT.

You represent that you are purchasing the Notes for your own account
or for one or more separate accounts maintained by you or for the account of
one or more pension or trust funds and not with a view to the distribution
thereof, provided that the disposition of your or their property shall at all
times be within your or their control. You understand that the Notes have not
been registered under the Securities Act and may be resold only if registered
pursuant to the provisions of the Securities Act or if an exemption from
registration is available, except under circumstances where neither such
registration nor such an exemption is required by law, and that the Company is
not required to register the Notes.

6.2. SOURCE OF FUNDS.

You represent that at least one of the following statements is an
accurate representation as to each source of funds (a "Source") to be used by
you to pay the purchase price of the Notes to be purchased by you hereunder:

(a) if you are an insurance company, the Source does not
include assets allocated to any separate account maintained by you in
which any employee benefit plan (or its related trust) has any
interest, other than a separate account that is maintained solely in
connection with your fixed contractual obligations under which the
amounts payable, or credited, to such plan and to any participant or
beneficiary of such plan (including any annuitant) are not affected in
any manner by the investment performance of the separate account; or

(b) the Source is either (i) an insurance company pooled
separate account, within the meaning of Prohibited Transaction
Exemption ("PTE") 90-1 (issued January 29, 1990), or (ii) a bank
collective investment fund, within the meaning of the PTE 91-38
(issued July 12, 1991) and, except as you have disclosed to the
Company in writing pursuant to this paragraph (b), no employee benefit
plan or group of plans maintained by the same employer or employee
organization beneficially owns more than 10% of all assets allocated
to such pooled separate account or collective investment fund; or

(c) the Source constitutes assets of an "investment fund"
(within the meaning of Part V of the QPAM Exemption) managed by a
"qualified professional asset manager" or "QPAM" (within the meaning
of Part V of the QPAM Exemption), no employee benefit plan's assets
that are included in such investment fund, when combined with the
assets of all

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<PAGE> 17
other employee benefit plans established or maintained by the same
employer or by an affiliate (within the meaning of Section V(c)(1) of
the QPAM Exemption) of such employer or by the same employee
organization and managed by such QPAM, exceed 20% of the total client
assets managed by such QPAM, the conditions of Part I(c) and (g) of
the QPAM Exemption are satisfied, neither the QPAM nor a person
controlling or controlled by the QPAM (applying the definition of
"control" in Section V(e) of the QPAM Exemption) owns a 5 % or more
interest in the Company and (i) the identity of such QPAM and (ii) the
names of all employee benefit plans whose assets are included in such
investment fund have been disclosed to the Company in writing pursuant
to this paragraph (c); or

(d) the Source is a governmental plan; or

(e) the Source is one or more employee benefit plans, or a
separate account or trust fund comprised of one or more employee
benefit plans, each of which has been identified to the Company in
writing pursuant to this paragraph (e); or

(f) the Source does not include assets of any employee benefit
plan, other than a plan exempt from the coverage of ERISA; or

(g) the Source is a "general account", within the meaning of
PTE 95-60 (issued July 12, 1995), and the amount of the reserves and
liabilities (as defined by the annual statement for life insurance
companies approved by the National Association of Insurance
Commissioners (the "NAIC Annual Statement")) for the general account
contract(s) held by or on behalf of any employee benefit plans
together with the amount of the reserves and liabilities (as defined
by the NAIC Annual Statement) for the general account contract(s) held
by or on behalf of any other employee benefit plans maintained by the
same employer (or affiliate thereof as defined in PTE 95-60) or by the
same employee organization do not exceed 10% of the total reserves and
liabilities of such general account (exclusive of separate account
liabilities) plus surplus as set forth in the NAIC Annual Statement
filed with the state of domicile of the insurance company. For
purposes of the percentage limitation above, the amount of reserves
and liabilities for the general account contract(s) held by or on
behalf of an employee benefit plan shall be determined before
reduction for credits on account of any reinsurance ceded on a
coinsurance basis.

As used in this Section 6.2, the terms "employee benefit plan", "governmental
plan", "party in interest" and "separate account" shall have the respective
meanings assigned to such terms in Section 3 of ERISA.

7. INFORMATION AS TO COMPANY.

7.1. FINANCIAL AND BUSINESS INFORMATION.

The Company shall deliver to each holder of Notes that is an
Institutional Investor:

(a) Quarterly Statements -- within 60 days after the end
of each quarterly fiscal period in each fiscal year of the Company
(other than the last quarterly fiscal period of each

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<PAGE> 18
such fiscal year), duplicate copies of,

(i) a consolidated balance sheet of the Company
and its Subsidiaries as at the end of such quarter, and

(ii) consolidated statements of income, changes in
shareholders' equity and cash flows of the Company and its
Subsidiaries, for such quarter and (in the case of the second
and third quarters) for the portion of the fiscal year ending
with such quarter,

setting forth in each case in comparative form the figures for the
corresponding periods in the previous fiscal year, all in reasonable
detail, prepared in accordance with GAAP applicable to quarterly
financial statements generally, and certified by a Senior Financial
Officer as fairly presenting, in all Material respects, the financial
position of the companies being reported on and their results of
operations and cash flows, subject to changes resulting from year-end
adjustments, provided that delivery within the time period specified
above of copies of the Company's Quarterly Report on Form 10-Q
prepared in compliance with the requirements therefor and filed with
the Securities and Exchange Commission shall be deemed to satisfy the
requirements of this Section 7.1(a);

(b) Annual Statements -- within 90 days after the end of
each fiscal year of the Company, duplicate copies of,

(i) a consolidated balance sheet of the Company
and its Subsidiaries, as at the end of such year, and

(ii) consolidated statements of income, changes in
shareholders' equity and cash flows of the Company and its
Subsidiaries, for such year,

setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail, prepared in accordance
with GAAP, and accompanied

(A) by an opinion thereon of independent
certified public accountants of recognized national standing,
which opinion shall state that such financial statements
present fairly, in all Material respects, the financial
position of the companies being reported upon and their
results of operations and cash flows and have been prepared in
conformity with GAAP, and that the examination of such
accountants in connection with such financial statements has
been made in accordance with generally accepted auditing
standards, and that such audit provides a reasonable basis for
such opinion in the circumstances, and

(B) a certificate of such accountants stating
that they have reviewed this Agreement and stating further
whether, in making their audit, they have become aware of any
condition or event that then constitutes a Default or an Event
of Default, and, if they are aware that any such condition or
event then exists, specifying the nature and period of the
existence thereof (it being understood that such accountants

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<PAGE> 19
shall not be liable, directly or indirectly, for any failure
to obtain knowledge of any Default or Event of Default unless
such accountants should have obtained knowledge thereof in
making an audit in accordance with generally accepted auditing
standards or did not make such an audit),

provided that the delivery within the time period specified above of
the Company's Annual Report on Form 10-K for such fiscal year
(together with the Company's annual report to shareholders, if any,
prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in
accordance with the requirements therefor and filed with the
Securities and Exchange Commission shall be deemed to satisfy the
requirements of this Section 7.1(b);

(c) SEC and Other Reports -- promptly upon their becoming
available, one copy of (i) each financial statement, report, notice or
proxy or information statement sent by the Company or any Subsidiary
to public securities holders generally, and (ii) each regular or
periodic report, each registration statement (without exhibits except
as expressly requested by such holder), and each prospectus and all
amendments thereto filed by the Company or any Subsidiary with the
Securities and Exchange Commission and of all press releases and other
statements made available generally by the Company or any Subsidiary
to the public concerning developments that are Material;

(d) Notice of Default or Event of Default -- promptly,
and in any event within five days after a Responsible Officer becoming
aware of the existence of any Default or Event of Default or that any
Person has given any notice or taken any action with respect to a
claimed default hereunder or that any Person has given any notice or
taken any action with respect to a claimed default of the type
referred to in Section 11(f), a written notice specifying the nature
and period of existence thereof and what action the Company is taking
or proposes to take with respect thereto;

(e) ERISA Matters -- promptly, and in any event within
five days after a Responsible Officer becoming aware of any of the
following, a written notice setting forth the nature thereof and the
action, if any, that the Company or an ERISA Affiliate proposes to
take with respect thereto:

(i) with respect to any Plan, any reportable
event, as defined in section 4043(b) of ERISA and the
regulations thereunder, for which notice thereof has not been
waived pursuant to such regulations as in effect on the date
hereof; or

(ii) the taking by the PBGC of steps to institute,
or the threatening by the PBGC of the institution of,
proceedings under section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Plan,
or the receipt by the Company or any ERISA Affiliate of a
notice from a Multiemployer Plan that such action has been
taken by the PBGC with respect to such Multiemployer Plan; or

(iii) any event, transaction or condition that
could result in the incurrence of any liability by the Company
or any ERISA Affiliate pursuant to Title I or IV

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<PAGE> 20
of ERISA or the penalty or excise tax provisions of the Code
relating to employee benefit plans, or in the imposition of
any Lien on any of the rights, properties or assets of the
Company or any ERISA Affiliate pursuant to Title I or IV of
ERISA or such penalty or excise tax provisions, if such
liability or Lien, taken together with any other such
liabilities or Liens then existing, could reasonably be
expected to have a Material Adverse Effect;

(f) Notices from Governmental Authority -- promptly, and
in any event within 30 days of receipt thereof, copies of any notice
to the Company or any Subsidiary from any Federal or state
Governmental Authority relating to any order, ruling, statute or other
law or regulation that could reasonably be expected to have a Material
Adverse Effect; and

(g) Requested Information -- with reasonable promptness,
such other data and information relating to the business, operations,
affairs, financial condition, assets or properties of the Company or
any of its Subsidiaries or relating to the ability of the Company to
perform its obligations hereunder and under the Notes as from time to
time may be reasonably requested by any such holder of Notes.

7.2. OFFICER'S CERTIFICATE.

Each set of financial statements delivered to a holder of Notes
pursuant to Section 7.1(a) or Section 7.1(b) hereof shall be accompanied by a
certificate of a Senior Financial Officer setting forth:

(a) Covenant Compliance -- the information (including
detailed calculations) required in order to establish whether the
Company was in compliance with the requirements of Sections 10.2
through 10.5 hereof, inclusive, during the quarterly or annual period
covered by the statements then being furnished (including with respect
to each such Section, where applicable, the calculations of the
maximum or minimum amount, ratio or percentage, as the case may be,
permissible under the terms of such Sections, and the calculation of
the amount, ratio or percentage then in existence); and

(b) Event of Default -- a statement that such officer has
reviewed the relevant terms hereof and has made, or caused to be made,
under his or her supervision, a review of the transactions and
conditions of the Company and its Subsidiaries from the beginning of
the quarterly or annual period covered by the statements then being
furnished to the date of the certificate and that such review shall
not have disclosed the existence, as of the date of such certificate,
any condition or event that constitutes a Default or an Event of
Default or, if any such condition or event exist as of such date
(including, without limitation, any such event or condition resulting
from the failure of the Company or any Subsidiary to comply with any
Environmental Law), specifying the nature and period of existence
thereof and what action the Company shall have taken or proposes to
take with respect thereto.

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<PAGE> 21
7.3. INSPECTION.

The Company shall permit the representatives of each holder of Notes
that is an Institutional Investor:

(a) No Default -- if no Default or Event of Default then
exists, at the expense of such holder and upon reasonable prior notice
to the Company, to visit the principal executive office of the
Company, to discuss the affairs, finances and accounts of the Company
and its Subsidiaries with the Company's officers, and (with the
consent of the Company, which consent will not be unreasonably
withheld) its independent public accountants, and (with the consent of
the Company, which consent will not be unreasonably withheld) to visit
the other offices and properties of the Company and each Subsidiary,
all at such reasonable times and as often as may be reasonably
requested in writing; and

(b) Default -- if a Default or Event of Default then
exists, at the expense of the Company to visit and inspect any of the
offices or properties of the Company or any Subsidiary, to examine all
their respective books of account, records, reports and other papers,
to make copies and extracts therefrom, and to discuss their respective
affairs, finances and accounts with their respective officers and
independent public accountants (and by this provision the Company
authorizes said accountants to discuss the affairs, finances and
accounts of the Company and its Subsidiaries), all at such times and
as often as may be requested.

8. PREPAYMENT OF THE NOTES.

8.1. REQUIRED PREPAYMENTS.

On July 31, 2001 and on each July 31 thereafter to and including July
31, 2005 the Company will prepay five million dollars ($5,000,000.00) principal
amount (or such lesser principal amount as shall then be outstanding) of the
Notes at par and without payment of the Make-Whole Amount or any premium,
provided that upon any partial prepayment of the Notes pursuant to Section 8.2
or purchase of the Notes permitted by Section 8.5 the principal amount of each
required prepayment of the Notes becoming due under this Section 8.1 on and
after the date of such prepayment or purchase shall be reduced in the same
proportion as the aggregate unpaid principal amount of the Notes is reduced as
a result of such prepayment or purchase.

8.2. OPTIONAL PREPAYMENTS WITH MAKE-WHOLE AMOUNT.

The Company may, at its option, upon notice as provided below, prepay
at any time all, or from time to time any part of, the Notes, in an amount not
less than the lesser of (a) one million dollars ($1,000,000.00) and (b) the
total principal amount of the Notes then outstanding, at 100% of the principal
amount so prepaid, plus the Make-Whole Amount determined for the prepayment
date with respect to such principal amount. The Company will give each holder
of Notes written notice of each optional prepayment under this Section 8.2 not
less than 30 days and not more than 60 days prior to the date fixed for such
prepayment. Each such notice shall specify such date, the aggregate principal
amount of the Notes to be prepaid on such date, the principal amount of each

16
<PAGE> 22
Note held by such holder to be prepaid (determined in accordance with Section
8.3), and the interest to be paid on the prepayment date with respect to such
principal amount being prepaid, and shall be accompanied by a certificate of a
Senior Financial Officer as to the estimated Make-Whole Amount due in
connection with such prepayment (calculated as if the date of such notice were
the date of the prepayment), setting forth the details of such computation. Two
Business Days prior to such prepayment, the Company shall deliver to each
holder of Notes a certificate of a Senior Financial Officer specifying the
calculation of such Make-Whole Amount as of the specified prepayment date.

8.3. ALLOCATION OF PARTIAL PREPAYMENTS.

In the case of each partial prepayment of the Notes, the principal
amount of the Notes to be prepaid shall be allocated among all of the Notes at
the time outstanding in proportion, as nearly as practicable, to the respective
unpaid principal amounts thereof not theretofore called for prepayment.

8.4. MATURITY; SURRENDER, ETC.

In the case of each prepayment of Notes pursuant to this Section 8,
the principal amount of each Note to be prepaid shall mature and become due and
payable on the date fixed for such prepayment, together with interest on such
principal amount accrued to such date and the applicable Make-Whole Amount, if
any. From and after such date, unless the Company shall fail to pay such
principal amount when so due and payable, together with the interest and
Make-Whole Amount, if any, as aforesaid, interest on such principal amount
shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to
the Company and cancelled and shall not be reissued, and no Note shall be
issued in lieu of any prepaid principal amount of any Note.

8.5. PURCHASE OF NOTES.

The Company will not and will not permit any Affiliate to purchase,
redeem, prepay or otherwise acquire, directly or indirectly, any of the
outstanding Notes except upon the payment or prepayment of the Notes in
accordance with the terms of this Agreement and the Notes. The Company will
promptly cancel all Notes acquired by it or any Affiliate pursuant to any
payment, prepayment or purchase of Notes pursuant to any provision of this
Agreement and no Notes may be issued in substitution or exchange for any such
Notes.

8.6. MAKE-WHOLE AMOUNT.

The term "Make-Whole Amount" means, with respect to any Note, an
amount equal to the excess, if any, of the Discounted Value of the Remaining
Scheduled Payments with respect to the Called Principal of such Note over the
amount of such Called Principal, provided that the Make-Whole Amount may in no
event be less than zero. For the purposes of determining the Make-Whole
Amount, the following terms have the following meanings:

"Called Principal" means, with respect to any Note, the
principal of such Note that is to be prepaid pursuant to Section 8.2
or has become or is declared to be immediately due and payable
pursuant to Section 12.1, as the context requires.

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<PAGE> 23
"Discounted Value" means, with respect to the Called Principal
of any Note, the amount obtained by discounting all Remaining
Scheduled Payments with respect to such Called Principal from their
respective scheduled due dates to the Settlement Date with respect to
such Called Principal, in accordance with accepted financial practice
and at a discount factor (applied on the same periodic basis as that
on which interest on the Notes is payable) equal to the Reinvestment
Yield with respect to such Called Principal.

"Reinvestment Yield" means, with respect to the Called
Principal of any Note, 50 basis points over the yield to maturity
implied by (i) the yields reported, as of 10:00 A.M. (New York City
time) on the second Business Day preceding the Settlement Date with
respect to such Called Principal, on the display designated as "Page
678" on the Telerate Access Service (or such other display as may
replace Page 678 on Telerate Access Service) for actively traded U.S.
Treasury securities having a maturity equal to the Remaining Average
Life of such Called Principal as of such Settlement Date, or (ii) if
such yields are not reported as of such time or the yields reported as
of such time are not ascertainable, the Treasury Constant Maturity
Series Yields reported, for the latest day for which such yields have
been so reported as of the second Business Day preceding the
Settlement Date with respect to such Called Principal, in Federal
Reserve Statistical Release H.15 (519) (or any comparable successor
publication) for actively traded U.S. Treasury securities having a
constant maturity equal to the Remaining Average Life of such Called
Principal as of such Settlement Date. Such implied yield will be
determined, if necessary, by (a) converting U.S. Treasury bill
quotations to bond-equivalent yields in accordance with accepted
financial practice and (b) interpolating linearly between (1) the
actively traded U.S. Treasury security with the duration closest to
and greater than the Remaining Average Life and (2) the actively
traded U.S. Treasury security with the duration closest to and less
than the Remaining Average Life.

"Remaining Average Life" means, with respect to any Called
Principal, the number of years (calculated to the nearest one-twelfth
year) obtained by dividing (i) such Called Principal into (ii) the sum
of the products obtained by multiplying (a) the principal component of
each Remaining Scheduled Payment with respect to such Called Principal
by (b) the number of years (calculated to the nearest one-twelfth
year) that will elapse between the Settlement Date with respect to
such Called Principal and the scheduled due date of such Remaining
Scheduled Payment.

"Remaining Scheduled Payments" means, with respect to the
Called Principal of any Note, all payments of such Called Principal
and interest thereon that would be due after the Settlement Date with
respect to such Called Principal if no payment of such Called
Principal were made prior to its scheduled due date, provided that if
such Settlement Date is not a date on which interest payments are due
to be made under the terms of the Notes, then the amount of the next
succeeding scheduled interest payment will be reduced by the amount of
interest accrued to such Settlement Date and required to be paid on
such Settlement Date pursuant to Section 8.2 or 12.1.

"Settlement Date" means, with respect to the Called Principal
of any Note, the date on which such Called Principal is to be prepaid
pursuant to Section 8.2 or has become or is

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<PAGE> 24
declared to be immediately due and payable pursuant to Section 12. 1,
as the context requires.

8.7. CHANGE IN CONTROL.

(a) Notice of Change in Control or Control Event. The Company
will, within 10 Business Days after any Responsible Officer has knowledge of
the occurrence of any Change in Control or Control Event, give written notice
of such Change in Control or Control Event to each holder of Notes unless
notice in respect of such Change in Control (or the Change in Control
contemplated by such Control Event) shall have been given pursuant to
subparagraph (b) of this Section 8.7. If a Change in Control has occurred,
such notice shall contain and constitute an offer to prepay Notes as described
in subparagraph (c) of this Section 8.7 and shall be accompanied by the
certificate described in subparagraph (g) of this Section 8.7.

(b) Condition to Company Action. The Company will not take any
action that consummates or finalizes a Change in Control unless (i) at least 10
days prior to such action it shall have given to each holder of Notes written
notice containing and constituting an offer to prepay Notes as described in
subparagraph (c) of this Section 8.7, accompanied by the certificate described
in subparagraph (g) of this Section 8.7, and (ii) contemporaneously with such
action, it prepays all Notes required to be prepaid in accordance with this
Section 8.7.

(c) Offer to Prepay Notes. The offer to prepay Notes contemplated
by subparagraphs (a) and (b) of this Section 8.7 shall be an offer to prepay,
in accordance with and subject to this Section 8.7, all, but not less than all,
the Notes held by each holder (in this case only, "holder" in respect of any
Note registered in the name of a nominee for a disclosed beneficial owner shall
mean such beneficial owner) on a date specified in such offer (the "Proposed
Prepayment Date"). If such Proposed Prepayment Date is in connection with an
offer contemplated by subparagraph (a) of this Section 8.7, such date shall be
not less than 10 days and not more than 30 days after the date of such offer
(if the Proposed Prepayment Date shall not be specified in such offer, the
Proposed Prepayment Date shall be the 30th day after the date of such offer).

(d) Acceptance; Rejection. A holder of Notes may accept the offer
to prepay made pursuant to this Section 8.7 by causing a notice of such
acceptance to be delivered to the Company at least 3 days prior to the Proposed
Prepayment Date. A failure by a holder of Notes to respond to an offer to
prepay made pursuant to this Section 8.7 shall be deemed to constitute a
rejection of such offer by such holder.

(e) Prepayment. Prepayment of the Notes to be prepaid pursuant to
this Section 8.7 shall be at 100% of the principal amount of such Notes, plus
the Make-Whole Amount determined for the date of prepayment with respect to
such principal amount, together with interest on such Notes accrued to the date
of prepayment. On the Business Day preceding the date of prepayment, the
Company shall deliver to each holder of Notes being prepaid a statement showing
the Make- Whole Amount due in connection with such prepayment and setting forth
the details of the computation of such amount. The prepayment shall be made on
the Proposed Prepayment Date except as provided in subparagraph (f) of this
Section 8.7.

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<PAGE> 25
(f) Deferral Pending Change in Control. The obligation of the
Company to prepay Notes pursuant to the offers required by subparagraph (b) and
accepted in accordance with subparagraph (d) of this Section 8.7 is subject to
the occurrence of the Change in Control in respect of which such offers and
acceptances shall have been made. In the event that such Change in Control
does not occur on the Proposed Prepayment Date in respect thereof, the
prepayment shall be deferred until and shall be made on the date on which such
Change in Control occurs. The Company shall keep each holder of Notes
reasonably and timely informed of (i) any such deferral of the date of
prepayment, (ii) the date on which such Change in Control and the prepayment
are expected to occur, and (iii) any determination by the Company that efforts
to effect such Change in Control have ceased or been abandoned (in which case
the offers and acceptances made pursuant to this Section 8.7 in respect of such
Change in Control shall be deemed rescinded).

(g) Officer's Certificate. Each offer to prepay the Notes
pursuant to this Section 8.7 shall be accompanied by a certificate, executed by
a Senior Financial Officer of the Company and dated the date of such offer,
specifying: (i) the Proposed Prepayment Date; (ii) that such offer is made
pursuant to this Section 8.7; (iii) the principal amount of each Note offered
to be prepaid; (iv) the estimated Make-Whole Amount due in connection with such
prepayment (calculated as if the date of such notice were the date of the
prepayment), setting forth the details of such computation; (v) the interest
that would be due on each Note offered to be prepaid, accrued to the Proposed
Prepayment Date; (vi) that the conditions of this Section 8.7 have been
fulfilled; and (vii) in reasonable detail, the nature and date or proposed date
of the Change in Control.

(h) Effect on Required Payments. The amount of each of the principal
of the Notes made pursuant to this Section 8.7 shall be applied against and
reduce each of the then remaining principal payments due pursuant to Section
8.1 by a percentage equal to the aggregate principal amount of the Notes so
paid divided by the aggregate principal amount of the Notes outstanding
immediately prior to such payment.

9. AFFIRMATIVE COVENANTS.

The Company covenants that so long as any of the Notes are
outstanding:

9.1. COMPLIANCE WITH LAW.

The Company will and will cause each of its Subsidiaries to comply
with all laws, ordinances or governmental rules or regulations to which each of
them is subject, including, without limitation, Environmental Laws, and will
obtain and maintain in effect all licenses, certificates, permits, franchises
and other governmental authorizations necessary to the ownership of their
respective properties or to the conduct of their respective businesses, in each
case to the extent necessary to ensure that non-compliance with such laws,
ordinances or governmental rules or regulations or failures to obtain or
maintain in effect such licenses, certificates, permits, franchises and other
governmental authorizations could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

9.2. INSURANCE.

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<PAGE> 26
The Company will and will cause each of its Subsidiaries to maintain,
with financially sound and reputable insurers, insurance with respect to their
respective properties and businesses against such casualties and contingencies,
of such types, on such terms and in such amounts (including deductibles,
co-insurance and self-insurance, if adequate reserves are maintained with
respect thereto) as is customary in the case of entities of established
reputations engaged in the same or a similar business and similarly situated.

9.3. MAINTENANCE OF PROPERTIES.

The Company will and will cause each of its Subsidiaries to maintain
and keep, or cause to be maintained and kept, their respective properties in
good repair, working order and condition (other than ordinary wear and tear),
so that the business carried on in connection therewith may be properly
conducted at all times, provided that this Section shall not prevent the
Company or any Subsidiary from discontinuing the operation and the maintenance
of any of its properties if such discontinuance is desirable in the conduct of
its business and the Company has concluded that such discontinuance could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Furthermore, the Company will and will cause each of its
Subsidiaries to defend against any claim at law or at equity against their
respective properties, provided that the foregoing shall not require the
Company or any of its Subsidiaries to take any action to defend against any
such claim to the extent that the failure to take such action is desirable in
the conduct of the Company's and, if applicable, such Subsidiary's business and
such failure could not, individually or in the aggregate with all other such
circumstances, reasonably be expected to have a Material Adverse Effect.

9.4. PAYMENT OF TAXES AND CLAIMS.

The Company will and will cause each of its Subsidiaries to file all
tax returns required to be filed in any jurisdiction and to pay and discharge
all taxes shown to be due and payable on such returns and all other taxes,
assessments, governmental charges, or levies imposed on them or any of their
properties, assets, income or franchises, to the extent such taxes and
assessments have become due and payable and before they have become delinquent
and all claims for which sums have become due and payable that have or might
become a Lien on properties or assets of the Company or any Subsidiary,
provided that neither the Company nor any Subsidiary need pay any such tax or
assessment or claims if (i) the amount, applicability or validity thereof is
contested by the Company or such Subsidiary on a timely basis in good faith and
in appropriate proceedings, and the Company or a Subsidiary has established
adequate reserves therefor in accordance with GAAP on the books of the Company
or such Subsidiary or (ii) the nonpayment of all such taxes and assessments in
the aggregate could not reasonably be expected to have a Material Adverse
Effect.

9.5. CORPORATE EXISTENCE, ETC.

The Company will at all times preserve and keep in full force and
effect its corporate existence. Subject to Sections 10.1 and 10.2 hereof, the
Company will at all times preserve and keep in full force and effect the
corporate existence of each of its Subsidiaries (unless merged into the Company
or a Subsidiary) and all rights and franchises of the Company and its
Subsidiaries unless, in the good faith judgment of the Company, the termination
of or failure to preserve and keep in full

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<PAGE> 27
force and effect such corporate existence, right or franchise could not,
individually or in the aggregate, have a Material Adverse Effect. The Company
will, and will cause its Subsidiaries to, maintain their respective current
businesses and continue their operations substantially in the manner in which
they are now being conducted and in which they are reasonably expected to be
conducted following the consummation of the transactions referred to in
Subsection 4.10(a) of this Agreement.

9.6. SUBSIDIARY GUARANTEES.

The Company shall cause each of its Subsidiaries existing as such on
the date hereof that is not a Controlled Foreign Subsidiary to execute and
deliver to each holder of a Note an absolute and unconditional guaranty (each,
a "Subsidiary Guaranty") of the Company's obligations under the Notes and this
Agreement in the form attached as Exhibit 9.6. The Company shall cause each of
its Subsidiaries not existing as such on the date hereof that is not a
Controlled Foreign Subsidiary to execute and deliver a Subsidiary Guaranty
promptly after such Subsidiary is created, acquired or comes into existence
and, in any event, prior to the date any business or operations are conducted,
or any property or assets are acquired, by such Subsidiary. The Company will
cause each such Subsidiary that is not a Controlled Foreign Subsidiary to
deliver to each holder of a Note, simultaneously with its delivery of such
Subsidiary Guaranty, written evidence reasonably satisfactory to such holder
and its counsel that such Subsidiary has taken all corporate or other action
necessary or appropriate to duly approve and authorize its execution, delivery
and performance of such Subsidiary Guaranty.

10. NEGATIVE COVENANTS.

The Company covenants that so long as any of the Notes are
outstanding:

10.1. MERGER, CONSOLIDATION, ETC.

The Company shall not, and shall not permit any of its Subsidiaries
to, consolidate with or merge with any other corporation or convey, transfer or
lease substantially all of their respective assets in a single transaction or
series of transactions to any Person unless:

(a) the successor formed by such consolidation or the
survivor of such merger or the Person that acquires by conveyance,
transfer or lease substantially all of the assets of the Company as an
entirety, as the case may be, shall be a solvent corporation organized
and existing under the laws of the United States or any State thereof
(including the District of Columbia), and, if the Company is not such
corporation, (i) such corporation shall have executed and delivered to
each holder of any Notes its assumption of the due and punctual
performance and observance of each covenant and condition of this
Agreement, the Subsidiary Guaranty (if applicable) and the Notes and
(ii) shall have caused to be delivered to each holder of any Notes an
opinion of nationally recognized independent counsel, or other
independent counsel reasonably satisfactory to the Required Holders,
to the effect that all agreements or instruments effecting such
assumption are enforceable in accordance with their terms and comply
with the terms hereof;

(b) immediately after giving effect to such transaction,
no Default or Event of

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Default shall have occurred and be continuing; and

(c) immediately after giving effect to such transaction,
the successor formed by such consolidation or the survivor of such
merger or the Person that acquires by conveyance, transfer or lease
substantially all of the assets of the Company as an entirety, as the
case may be, shall not be in breach or violation of the covenants set
forth in Sections 10.3 and 10.5 of this Agreement.

No such conveyance, transfer or lease of substantially all of the assets of the
Company shall have the effect of releasing the Company or any successor
corporation that shall theretofore have become such in the manner prescribed in
this Section 10.1 from its liability under this Agreement or the Notes.

10.2. SALES OF ASSETS, ETC.

Except as permitted under Section 10.1, the Company will not, and will
not permit any of its Subsidiaries to, sell, convey, lease or otherwise
transfer any of their respective assets other than in the ordinary course of
business (excluding any such sale, conveyance, lease or transfer exclusively
among the Company and one or more of its Subsidiaries) (an "Asset Disposition")
unless:

(a) the Asset Disposition is in the best interest of the
Company or the Subsidiary, as the case may be, and the Company or the
Subsidiary, as the case may be, receives reasonably equivalent value
in exchange for such Asset Disposition;

(b) immediately after giving effect to the Asset
Disposition, no Default or Event of Default would exist; and

(c) the Disposition Value of all property that was the
subject of any Asset Disposition occurring in the then current fiscal
year of the Company would not exceed 10% of Consolidated Net Tangible
Assets as of the end of the then most recently ended fiscal year of
the Company;

provided that to the extent that the proceeds of any Asset Disposition, within
365 days of such Asset Disposition, are applied (i) to the reduction of
Indebtedness of the Company or any Subsidiary outstanding at the time of such
Asset Disposition or (ii) to the acquisition by the Company or any Subsidiary
of operating assets of the Company or the Subsidiary, as the case may be, to be
used in the principal business of such Person, then, such Asset Disposition
shall not be considered for the purposes of determining compliance with
paragraph (c) of this Section as of a date on or after such application of such
proceeds.

10.3. LIENS.

The Company will not, and will not permit any of its subsidiaries to,
directly or indirectly create, incur, assume or suffer to exist (upon the
happening of a contingency or otherwise) any Lien on or with respect to any
property or asset (including, without limitation, any document or instrument in
respect to goods or accounts receivable) of the Company or any such Subsidiary,

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whether now held or hereafter acquired, or any income or profits therefrom, or
assign or otherwise convey any right to receive income or profits, except:

(a) Liens existing on the date of this Agreement and
securing Indebtedness of the Company and its Subsidiaries referred to
in Schedule 5.15;

(b) any Lien existing on property of a Person immediately
prior to its being consolidated or merged into the Company or its
becoming a Subsidiary, or any Lien existing on any property acquired
by the Company or any Subsidiary at the time such property is acquired
(whether or not the Indebtedness secured thereby shall have been
assumed), provided that (i) no such Lien shall have been created or
assumed in contemplation of such consolidation or merger or such
Person's becoming a Subsidiary or such acquisition of property and
(ii) each such Lien shall extend solely to the item or items of
property so acquired and, if required by the terms of the instrument
originally creating such Lien, other property that is an improvement
to or is acquired for specific use in connection with such acquired
property;

(c) any Lien created to secure all or any part of the
purchase price, or to secure Indebtedness incurred or assumed to pay
all or any part of the purchase price or cost of construction, of
property (or any improvement thereon) acquired or constructed by the
Company or any Subsidiary after the date hereof, provided that

(i) any such Lien shall extend solely to the item
or items of such property (or improvement thereon) so acquired
or constructed and, if required by the terms of the instrument
originally creating such Lien, other property (or improvement
thereon) that is an improvement to or is acquired for specific
use in connection with such acquired or constructed property
(or improvement thereon) or that is real property being
improved by such acquired or constructed property (or
improvement thereon),

(ii) the principal amount of the Indebtedness
secured by any such Lien shall at no time exceed an amount
equal to the lesser of (A) the cost to the Company or such
Subsidiary of the property (or improvement thereon) so
acquired or constructed and (B) the fair market value (as
determined in good faith by the Board of Directors of the
Company) of such property (or improvement thereon) at the time
of such acquisition or construction, and

(iii) any such Lien shall be created
contemporaneously with, or within 90 days after, the
acquisition or construction of such property; and

(d) Liens for taxes, assessments or other governmental
charges which are not yet due and payable or the payment of which is
not at the time required by Section 9.4;

(e) statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics, materialmen and other similar Liens, in each
case, incurred in the ordinary course of business for sums not yet due
and payable;

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(f) Liens (other than any Lien imposed by ERISA) incurred
or deposits made in the ordinary course of business (i) in connection
with workers' compensation, unemployment insurance and other types of
social security or retirement benefits, or (ii) to secure (or to
obtain letters of credit that secure) the performance of tenders,
statutory obligations, surety bonds, appeal bonds, bids, leases (other
than Capital Leases), performance bonds, purchase, construction or
sales contracts and other similar obligations, in each case not
incurred or made in connection with the borrowing of money, the
obtaining of advances or credit or the payment of the deferred
purchase price of property;

(g) attachment or judgment Liens, unless the judgment it
secures constitutes an Event of Default under Section 11(i);

(h) leases or subleases granted to others, easements,
rights-of-way, restrictions and other similar charges or encumbrances,
in each case incidental to, and not interfering with, the ordinary
conduct of the business of the Company or any of its Subsidiaries,
provided that such Liens do not, in the aggregate, materially detract
from the value of such property; and

(i) other Liens not otherwise permitted by paragraphs (a)
through (j), provided that at no time shall the sum of (i) the
aggregate amount of Indebtedness secured by such Liens and (ii) the
aggregate Indebtedness of all Subsidiaries (other than Intercompany
Indebtedness) exceed 10% of Consolidated Net Tangible Assets.

10.4 RESTRICTED PAYMENTS AND RESTRICTED INVESTMENTS

The Company will not, and will not permit any of its Subsidiaries to,
at any time, declare or make, or incur any liability to declare or make, any
Restricted Payment or make or authorize any Restricted Investment unless
immediately after giving effect to such action:

(i) the sum of (x) the aggregate amount of Restricted
Payments of the Company and its Subsidiaries and (y) the aggregate
value of all Restricted Investments of the Company and its
Subsidiaries (valued immediately after such action) made during the
period commencing on January 1, 1995 and ending on the date such
Restricted Payment or Restricted Investment is declared or made,
inclusive, would not exceed the sum of

(A) $10 million,

(B) 50% of Consolidated Net Income (or 100% of
Consolidated Net Income if Consolidated Net Income is a loss
(negative number)) for the period commencing as of the end of
the last fiscal quarter ended prior to the Closing Date and
terminating at the end of the last fiscal quarter ended prior
to the date such Restricted Payment is declared or made, and

(C) the aggregate amount of net cash proceeds
from the sale of common stock from the period commencing as of
the end of the last fiscal quarter ended prior

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to the Closing Date and terminating at the end of the last
fiscal quarter ended prior to the date such Restricted Payment
is declared or made, calculated in accordance with GAAP; and

(ii) no Default or Event of Default would exist.

10.5 FINANCIAL COVENANTS.

(a) Fixed Charge Coverage Ratio. The Company will not,
as of the last day of any fiscal quarter or as of any day on which the
Company or any Subsidiary incurs any Indebtedness (other than
Permitted Revolving Credit Indebtedness or Swaps), permit the Fixed
Charge Coverage Ratio to be less than 3.00 to 1.00; provided thatfor
purposes of calculating the Fixed Charge Coverage Ratio for any period
ending prior to June 30, 1997, the components of the Fixed Charge
Coverage Ratio shall be determined on a cumulative basis using
information from and including July 1, 1996 forward. Commencing with
the period ending June 30, 1997 and at all times thereafter, the Fixed
Charge Coverage Ratio shall be determined for the period of the four
consecutive fiscal quarters ending on or prior to the date of
determination.

(b) Interest Coverage Ratio. The Company will not, as of
the last day of any fiscal quarter or as of any day on which the
Company or any Subsidiary incurs any Indebtedness (other than
Permitted Revolving Credit Indebtedness or Swaps), permit the Interest
Coverage Ratio to be less than 4.50 to 1.00; provided that for
purposes of calculating the Interest Coverage Ratio for any period
ending prior to June 30, 1997, the components of the Interest Coverage
Ratio shall be determined on a cumulative basis using information from
and including July 1, 1996 forward. Commencing with the period ending
June 30, 1997 and at all times thereafter, the Interest Coverage Ratio
shall be determined for the period of the four consecutive fiscal
quarters ending on or prior to the date of determination.

(c) Indebtedness Ratio. The Company will not, at any
time prior to March 31, 1997, permit the Indebtedness Ratio to be 3.25
to 1.00 or greater. The Company will not, at any time on or after
March 31, 1997, permit the Indebtedness Ratio to be 3.00 to 1.00 or
greater; provided that for purposes of calculating the Indebtedness
Ratio as of any date during the period ending prior to June 30, 1997,
(i) the components of the Indebtedness Ratio (other than Consolidated
Indebtedness) shall be determined on a cumulative basis using
information from and including July 1, 1996 forward and (ii)
Consolidated Indebtedness shall be deemed to equal (x) for the period
ending September 30, 1996, twenty-five percent (25%) of Consolidated
Indebtedness as of such date, (y) for the period ending December 31,
1996, fifty percent (50%) of Consolidated Indebtedness as of such date
and (z) for the period ending March 31, 1997, seventy-five (75%) of
Consolidated Indebtedness as of such date. Commencing with the period
ending June 30, 1997 and at all times thereafter, the Indebtedness
Ratio shall be determined for the period of four consecutive fiscal
quarters ending on or prior to the date of determination.

(d) Tangible Net Worth. The Company will not permit, at
any time, Consolidated Tangible Net Worth to be less than the sum of:

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(i) $39 million,

(ii) 50% of Consolidated Net Income (but only if
Consolidated Net Income is a positive number for such period)
for the period commencing as of the end of the last fiscal
quarter ended prior to the Closing Date and terminating at the
end of the last fiscal quarter ended prior to the date at
which Consolidated Tangible Net Worth is being calculated, and

(iii) the aggregate amount of net cash proceeds
from the sale of common stock from the period commencing as of
the end of the last fiscal quarter ended prior to the Closing
Date and terminating at the date at which Consolidated
Tangible Net Worth is determined, calculated in accordance
with GAAP.

(e) Indebtedness of Subsidiaries. The Company will not
permit, at any time, its Subsidiaries to become obligated for
Indebtedness, other than Intercompany Indebtedness, in an aggregate
amount that, when added to the Liens permitted by paragraph (e) of
Section 10.3, would exceed 10% of Consolidated Net Tangible Assets.

11. EVENTS OF DEFAULT.

An "Event of Default" shall exist if any of the following conditions
or events shall occur and be continuing:

(a) the Company defaults in the payment of any principal
or Make-Whole Amount, if any, on any Note when the same becomes due
and payable, whether at maturity or at a date fixed for prepayment
(including, without limitation, any prepayment required by Section 8.7
hereof) or by declaration or otherwise; or

(b) the Company defaults in the payment of any interest
on any Note for more than five Business Days after the same becomes
due and payable; or

(c) the Company defaults in the performance of or
compliance with any term contained in Sections 10.1 through 10.5,
inclusive, or Subsection 7.1(d); or

(d) the Company defaults in the performance of or
compliance with any term contained herein (other than those referred
to in paragraphs (a), (b) and (c) of this Section 11) and such default
is not remedied within 30 days after the earlier of (i) a Responsible
Officer obtaining actual knowledge of such default and (ii) the
Company receiving written notice of such default from any holder of a
Note (any such written notice to be identified as a "notice of
default" and to refer specifically to this paragraph (d) of Section
11); or

(e) any representation or warranty made in writing by or
on behalf of the Company or by any officer of the Company in this
Agreement or in any writing furnished in connection with the
transactions contemplated hereby proves to have been false or
incorrect in any Material respect on the date as of which made; or

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(f) (i) the Company or any Subsidiary is in default (as
principal or as guarantor or other surety) in the payment of any
principal of or premium or make-whole amount or interest on any
Indebtedness that is outstanding in an aggregate principal amount of
at least $500,000 beyond any period of grace provided with respect
thereto, and as a consequence of such default such Indebtedness has
become, or has been declared (or one or more Persons are entitled to
declare such Indebtedness to be), due and payable before its stated
maturity or before its regularly scheduled dates of payment, or (ii)
the Company or any Subsidiary is in default in the performance of or
compliance with any term of any evidence of any Indebtedness in an
aggregate outstanding principal amount of at least $500,000 or of any
mortgage, indenture or other agreement relating thereto or any other
condition exists, and as a consequence of such default or condition
such Indebtedness has become, or has been declared, due and payable
before its stated maturity or before its regularly scheduled dates of
payment, or (iii) as a consequence of the occurrence or continuation
of any event or condition (other than the passage of time or the right
of the holder of Indebtedness to convert such Indebtedness into equity
interests), (x) the Company or any Subsidiary has become obligated to
purchase or repay Indebtedness before its regular maturity or before
its regularly scheduled dates of payment in an aggregate outstanding
principal amount of at least $500,000, or (y) one or more Persons have
the right to require the Company or any Subsidiary so to purchase or
repay such Indebtedness; or

(g) the Company or any Subsidiary (i) is generally not
paying, or admits in writing its inability to pay, its debts as they
become due, (ii) files, or consents by answer or otherwise to the
filing against it of, a petition for relief or reorganization or
arrangement or any other petition in bankruptcy, for liquidation or to
take advantage of any bankruptcy, insolvency, reorganization,
moratorium or other similar law of any jurisdiction, (iii) makes an
assignment for the benefit of its creditors, (iv) consents to the
appointment of a custodian, receiver, trustee or other officer with
similar powers with respect to it or with respect to any substantial
part of its property, (v) is adjudicated as insolvent or to be
liquidated, or (vi) takes corporate action for the purpose of any of
the foregoing; or

(h) a court or governmental authority of competent
jurisdiction enters an order appointing, without consent by the
Company or any of its Subsidiaries, a custodian, receiver, trustee or
other officer with similar powers with respect to it or with respect
to any substantial part of its property, or constituting an order for
relief or approving a petition for relief or reorganization or any
other petition in bankruptcy or for liquidation or to take advantage
of any bankruptcy or insolvency law of any jurisdiction, or ordering
the dissolution, winding-up or liquidation of the Company or any of
its Subsidiaries, or any such petition shall be filed against the
Company or any of its Subsidiaries and such petition shall not be
dismissed within 60 days; or

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(i) a final judgment or judgments for the payment of
money (i) aggregating in excess of $500,000 (exclusive of amounts for
which any financially sound and reputable insurance company has agreed
expressly in writing to indemnify the Company) are rendered against
one or more of the Company and its Subsidiaries and which judgments
are not, within 60 days after entry thereof, bonded, discharged or
stayed pending appeal, or are not discharged within 60 days after the
expiration of such stay or (ii) aggregating in excess of $10,000,000
(exclusive of amounts for which any financially sound and reputable
insurance company has agreed expressly in writing to indemnify the
Company) are rendered against one or more of the Company and its
Subsidiaries; or

(j) if (i) any Plan shall fail to satisfy the minimum
funding standards of ERISA or the Code for any plan year or part
thereof or a waiver of such standards or extension of any amortization
period is sought or granted under section 412 of the Code, (ii) a
notice of intent to terminate any Plan shall have been or is
reasonably expected to be filed with the PBGC or the PBGC shall have
instituted proceedings under ERISA section 4042 to terminate or
appoint a trustee to administer any Plan or the PBGC shall have
notified the Company or any ERISA Affiliate that a Plan may become a
subject of any such proceedings, (iii) the aggregate "amount of
unfunded benefit liabilities" (within the meaning of section
4001(a)(18) of ERISA) under all Plans, determined in accordance with
Title IV of ERISA, shall exceed $500,000, (iv) the Company or any
ERISA Affiliate shall have incurred or is reasonably expected to incur
any liability pursuant to Title I or IV of ERISA or the penalty or
excise tax provisions of the Code relating to employee benefit plans,
(y) the Company or any ERISA Affiliate withdraws from any
Multiemployer Plan, or (vi) the Company or any Subsidiary establishes
or amends any employee welfare benefit plan that provides
post-employment welfare benefits in a manner that would increase the
liability of the Company or any Subsidiary thereunder; and any such
event or events described in clauses (i) through (vi) above, either
individually or together with any other such event or events, could
reasonably be expected to have a Material Adverse Effect; or

(k) a Subsidiary Guaranty ceases to be in full force and
effect (other than in accordance with the terms thereof) or a
Subsidiary denies or disaffirms its obligations under its Subsidiary
Guaranty.

As used in Section 11(j), the terms "employee benefit plan" and "employee
welfare benefit plan" shall have the respective meanings assigned to such terms
in Section 3 of ERISA.

12. REMEDIES ON DEFAULT, ETC.

12.1. ACCELERATION.

(a) If an Event of Default with respect to the Company described in
paragraph (g) or (h) of Section 11 (other than an Event of Default described in
clause (i) of paragraph (g) or described in clause (vi) of paragraph (g) by
virtue of the fact that such clause encompasses clause (i) of paragraph (g))
has occurred, all the Notes then outstanding shall automatically become
immediately due and payable.

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(b) If any other Event of Default has occurred and is continuing,
any holder or holders of more than 66 2/3% in principal amount of the Notes at
the time outstanding may at any time at its or their option, by notice or
notices to the Company, declare all the Notes then outstanding to be
immediately due and payable.

(c) If any Event of Default described in paragraph (a) or (b) of
Section 11 has occurred and is continuing, any holder or holders of Notes at
the time outstanding affected by such Event of Default may at any time, at its
or their option, by notice or notices to the Company, declare all the Notes
held by it or them to be immediately due and payable.

Upon any Notes becoming due and payable under this Section 12.1,
whether automatically or by declaration, such Notes will forthwith mature and
the entire unpaid principal amount of such Notes, plus (x) all accrued and
unpaid interest thereon and (y) the Default Premium, if any, shall all be
immediately due and payable, in each and every case without presentment,
demand, protest or further notice, all of which are hereby waived. The Company
acknowledges, and the parties hereto agree, that each holder of a Note has the
right to maintain its investment in the Notes free from repayment by the
Company (except as herein specifically provided for) and that the provision for
payment of a Make-Whole Amount by the Company in the event that the Notes are
prepaid, or a Default Premium in the event that the Notes are accelerated as a
result of an Event of Default, is intended to provide compensation for the
deprivation of such right under such circumstances.

12.2. OTHER REMEDIES.

If any Default or Event of Default has occurred and is continuing, and
irrespective of whether any Notes have become or have been declared immediately
due and payable under Section 12.1, the holder of any Note at the time
outstanding may proceed to protect and enforce the rights of such holder by an
action at law, suit in equity or other appropriate proceeding, whether for the
specific performance of any agreement contained herein or in any Note, or for
an injunction against a violation of any of the terms hereof or thereof, or in
aid of the exercise of any power granted hereby or thereby or by law or
otherwise.

12.3. RESCISSION.

At any time after any Notes have been declared due and payable
pursuant to clause (b) or (c) of Section 12.1, the holders of not less than 66
2/3% in principal amount of the Notes then outstanding, by written notice to
the Company, may rescind and annul any such declaration and its consequences if
(a) the Company has paid all overdue interest on the Notes, all principal of
and Make-Whole Amount, if any, on any Notes that are due and payable and are
unpaid other than by reason of such declaration, and all interest on such
overdue principal and Make-Whole Amount, if any, and (to the extent permitted
by applicable law) any overdue interest in respect of the Notes, at the Default
Rate, (b) all Events of Default and Defaults, other than non-payment of amounts
that have become due solely by reason of such declaration, have been cured or
have been waived pursuant to Section 17, and (c) no judgment or decree has been
entered for the payment of any monies due pursuant hereto or to the Notes. No
rescission and annulment under this Section 12.3 will extend to or affect any
subsequent Event of Default or Default or impair any right consequent thereon.

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12.4. NO WAIVERS OR ELECTION OF REMEDIES, EXPENSES, ETC.

No course of dealing and no delay on the part of any holder of any
Note in exercising any right, power or remedy shall operate as a waiver thereof
or otherwise prejudice such holder's rights, powers or remedies. No right,
power or remedy conferred by this Agreement or by any Note upon any holder
thereof shall be exclusive of any other right, power or remedy referred to
herein or therein or now or hereafter available at law, in equity, by statute
or otherwise. Without limiting the obligations of the Company under Section
15, the Company will pay to the holder of each Note on demand such further
amount as shall be sufficient to cover all costs and expenses of such holder
incurred in any enforcement or collection under this Section 12, including,
without limitation, reasonable attorneys' fees, expenses and disbursements.

13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

13.1. REGISTRATION OF NOTES.

The Company shall keep at its principal executive office a register
for the registration and registration of transfers of Notes. The name and
address of each holder of one or more Notes, each transfer thereof and the name
and address of each transferee of one or more Notes shall be registered in such
register. Prior to due presentment for registration of transfer, the Person in
whose name any Note shall be registered shall be deemed and treated as the
owner and holder thereof for all purposes hereof, and the Company shall not be
affected by any notice or knowledge to the contrary. The Company shall give to
any holder of a Note that is an Institutional Investor promptly upon request
therefor, a complete and correct copy of the names and addresses of all
registered holders of Notes.

13.2. TRANSFER AND EXCHANGE OF NOTES.

Upon surrender of any Note at the principal executive office of the
Company for registration of transfer or exchange (and in the case of a
surrender for registration of transfer, duly endorsed or accompanied by a
written instrument of transfer duly executed by the registered holder of such
Note or his attorney duly authorized in writing and accompanied by the address
for notices of each transferee of such Note or part thereof), the Company shall
execute and deliver, at the Company's expense (except as provided below), one
or more new Notes (as requested by the holder thereof) in exchange therefor, in
an aggregate principal amount equal to the unpaid principal amount of the
surrendered Note. Each such new Note shall be payable to such Person as such
holder may request and shall be substantially in the form of Exhibit 1. Each
such new Note shall be dated and bear interest from the date to which interest
shall have been paid on the surrendered Note or dated the date of the
surrendered Note if no interest shall have been paid thereon. The Company may
require payment of a sum sufficient to cover any stamp tax or governmental
charge imposed in respect of any such transfer of Notes. Notes shall not be
transferred in denominations of less than $100,000, provided that if necessary
to enable the registration of transfer by a holder of its entire holding of
Notes, one Note may be in a denomination of less than $100,000. Any
transferee, by its acceptance of a Note registered in its name (or the name of
its nominee), shall be deemed to have made the representation set forth in
Section 6.2.

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13.3. REPLACEMENT OF NOTES.

Upon receipt by the Company of evidence reasonably satisfactory to it
of the ownership of and the loss, theft, destruction or mutilation of any Note
(which evidence shall be, in the case of an Institutional Investor, notice from
such Institutional Investor of such ownership and such loss, theft, destruction
or mutilation), and

(a) in the case of loss, theft or destruction, of
indemnity reasonably satisfactory to it (provided that if the holder
of such Note is, or is a nominee for, an Institutional Investor, such
Person's own unsecured agreement of indemnity shall be deemed to be
satisfactory), or

(b) in the case of mutilation, upon surrender and
cancellation thereof,the Company at its own expense shall execute and
deliver, in lieu thereof, a new Note, dated and bearing interest from
the date to which interest shall have been paid on such lost, stolen,
destroyed or mutilated Note or dated the date of such lost, stolen,
destroyed or mutilated Note if no interest shall have been paid
thereon.

14. PAYMENTS ON NOTES.

14.1. INTEREST; FINAL MATURITY; PLACE OF PAYMENT.

Interest (computed on the basis of a 360-day year of twelve 30-day
months) (a) on the unpaid principal balance of the Notes from time to time, at
the rate of 8.02% per annum from the date hereof, shall be payable
semi-annually on the 31st day of each January and July during the term of the
Notes, commencing January 31, 1997 and (b) to the extent permitted by
applicable law, on any overdue payment (including any overdue prepayment) of
principal, any overdue payment of interest and any overdue payment of
Make-Whole Amount or Default Premium in respect of the Notes, at a per annum
rate equal to the Default Rate from time to time, shall be payable upon demand.
Without extending or otherwise modifying the schedule of payments provided for
in this Agreement, the entire unpaid principal amount of, all accrued and
unpaid interest on, and all accrued and unpaid Make-Whole Amount and Default
Premium, if any, shall be due and payable at final maturity of the Notes on
July 31, 2006. Subject to Section 14.2, payments of principal, Make-Whole
Amount and Default Premium, if any, and interest becoming due and payable on
the Notes shall be made in Angleton, Texas at the principal office of the
Company in such jurisdiction. The Company may at any time, by notice to each
holder of a Note, change the place of payment of the Notes so long as such
place of payment shall be either the principal office of the Company in such
jurisdiction or the principal office of a bank or trust company in such
jurisdiction.

14.2. HOME OFFICE PAYMENT.

So long as you or your nominee shall be the holder of any Note, and
notwithstanding anything contained in Section 14.1 or in such Note to the
contrary, the Company will pay all sums becoming due on such Note for
principal, Make-Whole Amount and Default Premium, if any, and interest by the
method and at the address specified for such purpose below your name in
Schedule A, or by such other method or at such other address as you shall have
from time to time specified to the Company in writing for such purpose, without
the presentation or surrender of such Note or

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<PAGE> 38
the making of any notation thereon, except that upon written request of the
Company made concurrently with or reasonably promptly after payment or
prepayment in full of any Note, you shall surrender such Note for cancellation,
reasonably promptly after any such request, to the Company at its principal
executive office or at the place of payment most recently designated by the
Company pursuant to Section 14.1. Prior to any sale or other disposition of any
Note held by you or your nominee you will, at your election, either endorse
thereon the amount of principal paid thereon and the last date to which
interest has been paid thereon or surrender such Note to the Company in
exchange for a new Note or Notes pursuant to Section 13.2. The Company will
afford the benefits of this Section 14.2 to any Institutional Investor that is
the direct or indirect transferee of any Note purchased by you under this
Agreement and that has made the same agreement relating to such Note as you
have made in this Section 14.2.

15. EXPENSES, ETC.

15.1. TRANSACTION EXPENSES.

Whether or not the transactions contemplated hereby are consummated,
the Company will pay all costs and expenses (including reasonable attorneys'
fees of a special counsel and, if reasonably required, local or other counsel)
incurred by (a) you in connection with such transactions and (b) any holder of
a Note in connection with any amendments, waivers or consents under or in
respect of this Agreement or the Notes (whether or not such amendment, waiver
or consent becomes effective), including, without limitation: (i) the costs and
expenses incurred in enforcing or defending (or determining whether or how to
enforce or defend) any rights under this Agreement or the Notes or in
responding to any subpoena or other legal process or informal investigative
demand issued in connection with this Agreement or the Notes, or by reason of
being a holder of any Note, and (ii) the costs and expenses, including
financial advisors' fees, incurred in connection with the insolvency or
bankruptcy of the Company or any Subsidiary or in connection with any work-out
or restructuring of the transactions contemplated hereby and by the Notes. The
Company will pay, and will save you and each other holder of a Note harmless
from, all claims in respect of any fees, costs or expenses if any, of brokers
and finders (other than those retained by you).

15.2. SURVIVAL.

The obligations of the Company under this Section 15 will survive the
payment or transfer of any Note, the enforcement, amendment or waiver of any
provision of this Agreement or the Notes, and the termination of this
Agreement.

16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the
execution and delivery of this Agreement and the Notes, the purchase or
transfer by you of any Note or portion thereof or interest therein and the
payment of any Note, and may be relied upon by any subsequent holder of a Note,
regardless of any investigation made at any time by or on behalf of you or any
other holder of a Note. All statements contained in any certificate or other
instrument delivered by or on behalf of the Company pursuant to this Agreement
shall be deemed representations and warranties of the

33
<PAGE> 39
Company under this Agreement. Subject to the preceding sentence, this
Agreement and the Notes embody the entire agreement and understanding between
you and the Company and supersede all prior agreements and understandings
relating to the subject matter hereof.

17. AMENDMENT AND WAIVER.

17.1. REQUIREMENTS.

This Agreement and the Notes may be amended, and the observance of any
term hereof or of the Notes may be waived (either retroactively or
prospectively), with (and only with) the written consent of the Company and the
Required Holders, except that (a) no amendment or waiver of any of the
provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it
is used therein), will be effective as to you unless consented to by you in
writing, and (b) no such amendment or waiver may, without the written consent
of the holder of each Note at the time outstanding affected thereby, (i)
subject to the provisions of Section 12 relating to acceleration or rescission,
change the amount or time of any prepayment or payment of principal of, or
reduce the rate or change the time of payment or method of computation of
interest or of the Make-Whole Amount or Default Premium on, the Notes, (ii)
change the percentage of the principal amount of the Notes the holders of which
are required to consent to any such amendment or waiver, or (iii) amend any of
Sections 8, 11(a), 11(b), 12, 17 or 20.

17.2. SOLICITATION OF HOLDERS OF NOTES.

(a) Solicitation. The Company will provide each holder of the Notes
(irrespective of the amount of Notes then owned by it) with sufficient
information, sufficiently far in advance of the date a decision is required, to
enable such holder to make an informed and considered decision with respect to
any proposed amendment, waiver or consent in respect of any of the provisions
hereof or of the Notes. The Company will deliver executed or true and correct
copies of each amendment, waiver or consent effected pursuant to the provisions
of this Section 17 to each holder of outstanding Notes promptly following the
date on which it is executed and delivered by, or receives the consent or
approval of, the requisite holders of Notes.

(b) Payment. The Company will not directly or indirectly pay or cause
to be paid any remuneration, whether by way of supplemental or additional
interest, fee or otherwise, or grant any security, to any holder of Notes as
consideration for or as an inducement to the entering into by any holder of
Notes or any waiver or amendment of any of the terms and provisions hereof
unless such remuneration is concurrently paid, or security is concurrently
granted, on the same terms, ratably to each holder of Notes then outstanding
even if such holder did not consent to such waiver or amendment.

17.3. BINDING EFFECT, ETC.

Any amendment or waiver consented to as provided in this Section 17
applies equally to all holders of Notes and is binding upon them and upon each
future holder of any Note and upon the Company without regard to whether such
Note has been marked to indicate such amendment or waiver. No such amendment
or waiver will extend to or affect any obligation, covenant, agreement,

34
<PAGE> 40
Default or Event of Default not expressly amended or waived or impair any right
consequent thereon. No course of dealing between the Company and the holder of
any Note nor any delay in exercising any rights hereunder or under any Note
shall operate as a waiver of any rights of any holder of such Note. As used
herein, the term "this Agreement" and references thereto shall mean this
Agreement as it may from time to time be amended or supplemented.

17.4. NOTES HELD BY COMPANY, ETC.

Solely for the purpose of determining whether the holders of the
requisite percentage of the aggregate principal amount of Notes then
outstanding approved or consented to any amendment, waiver or consent to be
given under this Agreement or the Notes, or have directed the taking of any
action provided herein or in the Notes to be taken upon the direction of the
holders of a specified percentage of the aggregate principal amount of Notes
then outstanding, Notes directly or indirectly owned by the Company or any of
its Affiliates shall be deemed not to be outstanding.

18. NOTICES.

All notices and communications provided for hereunder shall be in
writing and sent (a) by telecopy if the sender on the same day sends a
confirming copy of such notice by a recognized overnight delivery service
(charges prepaid), or (b) by registered or certified mail with return receipt
requested (postage prepaid), or (c) by a recognized overnight delivery service
(with charges prepaid). Any such notice must be sent:

(i) if to you or your nominee, to you or it at The
Northwestern Mutual Life Insurance Company, 720 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202, to the attention of Securities Department,
or at such other address as you or it shall have specified to the
Company in writing;

(ii) if to any other holder of any Note, to such holder at
such address as such other holder shall have specified to the Company
in writing, or

(iii) if to the Company, to the Company at its address set
forth at the beginning hereof to the attention of the Chief Financial
Officer, or at such other address as the Company shall have specified
to the holder of each Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

19. REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating thereto, including, without
limitation, (a) consents, waivers and modifications that may hereafter be
executed, (b) documents received by you at the Closing (except the Notes
themselves), and (c) financial statements, certificates and other information
previously or hereafter furnished to you, may be reproduced by you by any
photographic, photostatic, microfilm, microcard, miniature photographic or
other similar process and you may destroy any original document so reproduced.
The Company agrees and stipulates that, to the extent permitted by applicable
law, any such reproduction shall be admissible in evidence as the

35
<PAGE> 41
original itself in any judicial or administrative proceeding (whether or not
the original is in existence and whether or not such reproduction was made by
you in the regular course of business) and any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence. This Section 19 shall not prohibit the Company or any other holder
of Notes from contesting any such reproduction to the same extent that it could
contest the original, or from introducing evidence to demonstrate the
inaccuracy of any such reproduction.

20. CONFIDENTIAL INFORMATION.

For the purposes of this Section 20, "Confidential Information" means
information delivered to you by or on behalf of the Company or any Subsidiary
in connection with the transactions contemplated by or otherwise pursuant to
this Agreement that is clearly marked or labeled or otherwise adequately
identified when received by you as being confidential information of the
Company or such Subsidiary, provided that such term does not include
information that (a) was publicly known or was otherwise disclosed to you by a
third party prior to the time of such disclosure to you by the Company, (b)
subsequently becomes publicly known through no act or omission by you or any
person acting on your behalf, (c) otherwise becomes known to you other than
through disclosure by the Company or any Subsidiary or (d) constitutes
financial statements delivered to you under Section 7.1 that are otherwise
publicly available. You will maintain the confidentiality of such Confidential
Information in accordance with procedures adopted by you in good faith to
protect confidential information of third parties delivered to you, provided
that you may deliver or disclose Confidential Information to (i) your
directors, officers, employees, agents, attorneys and affiliates (to the extent
such disclosure reasonably relates to the administration of the investment
represented by your Notes), (ii) your financial advisors and other professional
advisors who agree to hold confidential the Confidential Information
substantially in accordance with the terms of this Section 20, (iii) any other
holder of any Note, (iv) any Institutional Investor to which you sell or offer
to sell such Note or any part thereof or any participation therein (if such
Person has agreed in writing prior to its receipt of such Confidential
Information to be bound by the provisions of this Section 20), (v) any Person
from which you offer to purchase any security of the Company (if such Person
has agreed in writing prior to its receipt of such Confidential Information to
be bound by the provisions of this Section 20), (vi) any federal or state
regulatory authority having jurisdiction over you, (vii) the National
Association of Insurance Commissioners or any similar organization, or any
nationally recognized rating agency that requires access to information about
your investment portfolio or (viii) any other Person to which such delivery or
disclosure may be necessary in your opinion (w) to effect compliance with any
law, rule, regulation or order applicable to you, (x) in response to any
subpoena or other legal process, (y) in connection with any litigation to which
you are a party or (z) if an Event of Default has occurred and is continuing,
to the extent you may reasonably determine such delivery and disclosure to be
necessary or appropriate in the enforcement or for the protection of the rights
and remedies under your Notes and this Agreement. Each holder of a Note, by
its acceptance of a Note, will be deemed to have agreed to be bound by and to
be entitled to the benefits of this Section 20 as though it were a party to
this Agreement. On reasonable request by the Company in connection with the
delivery to any holder of a Note of information required to be delivered to
such holder under this Agreement or requested by such holder (other than a
holder that is a party to this Agreement or its nominee), such holder will
enter into an agreement with the Company embodying the provisions of this
Section 20.

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<PAGE> 42
21. SUBSTITUTION OF PURCHASER.

You shall have the right to substitute any one of your Affiliates as
the purchaser of the Notes that you have agreed to purchase hereunder, by
written notice to the Company, which notice shall be signed by both you and
such Affiliate, shall contain such Affiliate's agreement to be bound by this
Agreement and shall contain a confirmation by such Affiliate of the accuracy
with respect to it of the representations set forth in Section 6. Upon receipt
of such notice, wherever the word "you" is used in this Agreement (other than
in this Section 21), such word shall be deemed to refer to such Affiliate in
lieu of you. In the event that such Affiliate is so substituted as a purchaser
hereunder and such Affiliate thereafter transfers to you all of the Notes then
held by such Affiliate, upon receipt by the Company of notice of such transfer,
wherever the word "you" is used in this Agreement (other than in this Section
21), such word shall no longer be deemed to refer to such Affiliate, but shall
refer to you, and you shall have all the rights of an original holder of the
Notes under this Agreement.

22. MISCELLANEOUS.

22.1. SUCCESSORS AND ASSIGNS.

All covenants and other agreements contained in this Agreement by or
on behalf of any of the parties hereto bind and inure to the benefit of their
respective successors and assigns (including, without limitation, any
subsequent holder of a Note) whether so expressed or not.

22.2. PAYMENTS DUE ON NON-BUSINESS DAYS.

Anything in this Agreement or the Notes to the contrary
notwithstanding, any payment of principal of or Make- Whole Amount or interest
on any Note that is due on a date other than a Business Day shall be made on
the next succeeding Business Day without including the additional days elapsed
in the computation of the interest payable on such next succeeding Business
Day.

22.3. SEVERABILITY.

Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction.

22.4. CONSTRUCTION.

Each covenant contained herein shall be construed (absent express
provision to the contrary) as being independent of each other covenant
contained herein, so that compliance with any one covenant shall not (absent
such an express contrary provision) be deemed to excuse compliance with any
other covenant. Where any provision herein refers to action to be taken by any
Person, or which such Person is prohibited from taking, such provision shall be
applicable whether such action is taken directly or indirectly by such Person.

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<PAGE> 43
22.5 USURY.

It is the intention of the parties hereto to comply with (i)
applicable usury laws of the State of Texas and (ii) if the maximum lawful
nonusurious rate of interest that any holder is permitted to take or receive
from, or charge to, the Company shall be governed by the federal laws of the
United States of America, such federal laws. Accordingly, notwithstanding any
provision to the contrary in this Agreement or the Notes, in no event shall
this Agreement or the Notes require the payment or permit the collection of
interest in excess of the maximum nonusurious rate or amount permitted by such
laws. If any such excess is (except for the application of this Section 22.5)
contracted for, or charged or received, pursuant to or in connection with this
Agreement or the Notes, or if the maturity of the indebtedness evidenced by
this Agreement or the Notes is accelerated in whole or in part, or in the event
that all or part of the principal of or interest on the Notes shall be prepaid,
so that under any circumstances the amount of interest contracted for, charged
or received pursuant to or in connection with the Notes or this Agreement shall
exceed the maximum nonusurious amount of interest permitted by such laws, then
(i) the provisions of this Section 22.5 shall govern and control, (ii) neither
the Company nor any other Person shall be obligated to pay the amount of such
interest that is in excess of the maximum amount of interest permitted by such
laws, (iii) any such excess which may have been collected shall, at the option
of the holder or holders, be either (x) applied as a credit against the unpaid
principal amount of the Notes or accrued and unpaid interest on such unpaid
principal amount or (y) refunded to the Company, and (iv) the effective rate of
interest shall be automatically reduced to the maximum lawful nonusurious rate
allowed under such laws. Without limiting the foregoing provisions of this
Section 22.5, all calculations of the rate of interest contracted for, charged
or received under this Agreement or the Notes that are made for the purposes of
determining whether such rate exceeds the maximum lawful nonusurious rate shall
be made, to the extent permitted by such laws, by amortizing, prorating,
allocating and spreading during the period of the full stated term of the loan
evidenced hereby, all interest at any time contracted for, charged or received
by any holder.

22.6. COUNTERPARTS.

This Agreement may be executed in any number of counterparts, each of
which shall be an original but all of which together shall constitute one
instrument. Each counterpart may consist of a number of copies hereof, each
signed by less than all, but together signed by all, of the parties hereto.

22.7. GOVERNING LAW.

This Agreement shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the law of the State of Texas
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.

* * * * *

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<PAGE> 44
If you are in agreement with the foregoing, please sign the form of
agreement on the accompanying counterpart of this Agreement and return it to
the Company, whereupon the foregoing shall become a binding agreement between
you and the Company.

Very truly yours,

BENCHMARK ELECTRONICS, INC.

By /s/ GAYLA J. DELLY
-----------------------------------
Name: Gayla J. Delly
--------------------------------
Title: Treasurer
-------------------------------

[SIGNATURES CONTINUED ON NEXT PAGE]

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The foregoing is hereby
agreed to as of the
date thereof.

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

By /s/ JOHN E. SCHLIFSKE
------------------------------------
Name: John E. Schlifske
---------------------------------
Title: Vice President
---------------------------------

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<PAGE> 46
SCHEDULE B

DEFINED TERMS

As used herein, the following terms have the respective meanings set
forth below or set forth in the Section hereof following such term:

"Affiliate" means, at any time, and with respect to any Person, (a)
any other Person that at such time directly or indirectly through one or more
intermediaries Controls, or is Controlled by, or is under common Control with,
such first Person, and (b) any Person beneficially owning or holding, directly
or indirectly, 10% or more of any class of voting or equity interests of the
Company or any Subsidiary or any corporation of which the Company and its
Subsidiaries beneficially own or hold, in the aggregate, directly or
indirectly, 10% or more of any class of voting or equity interests. As used in
this definition, "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise. Unless the context otherwise clearly requires, any reference to an
"Affiliate" is a reference to an Affiliate of the Company.

"Agreement" means this Note Purchase Agreement, dated as of July 30,
1996, between the Company and The Northwestern Mutual Life Insurance Company,
as the same may be amended, modified and supplemented from time to time in
accordance therewith.

"Business Day" means (a) for the purposes of Section 8.6 only, any day
other than a Saturday, a Sunday or a day on which commercial banks in New York
City are required or authorized to be closed, and (b) for the purposes of any
other provision of this Agreement, any day other than a Saturday, a Sunday or a
day on which commercial banks in Houston, Texas or New York City are required
or authorized to be closed.

"Capital Lease" means, at any time, a lease with respect to which the
lessee is required concurrently to recognize the acquisition of an asset and
the incurrence of a liability in accordance with GAAP.

"Change in Control" means any of the following events or
circumstances: if any person (as such term is used in section 13(d) and
section 14(d)(2) of the Exchange Act as in effect on the date of the Closing)
or related persons constituting a group (as such term is used in Rule 13d-5
under the Exchange Act as in effect on the date of the Closing) become the
"beneficial owners" (as such term is used in Rule 13d-3 under the Exchange Act
as in effect on the date of the Closing), directly or indirectly, of more than
50% of the total voting power of all outstanding Voting Stock of the Company.

"Closing" is defined in Section 3.

"Closing Date" means July 30, 1996.

Page 1 of Schedule B
<PAGE> 47
"Code" means the Internal Revenue Code of 1986, as amended from time
to time, and the rules and regulations promulgated thereunder from time to
time.

"Company" means Benchmark Electronics, Inc., a Texas corporation, and
any successor corporation which shall have become such in the manner prescribed
in Section 10.1.

"Confidential Information" is defined in Section 20.

"Consolidated Indebtedness" means, as of any date of determination,
the total of all Indebtedness of the Company and its Subsidiaries outstanding
on such date, after eliminating all offsetting debits and credits between the
Company and its Subsidiaries and all other items required to be eliminated in
the course of the preparation of consolidated financial statements of the
Company and its Subsidiaries in accordance with GAAP.

"Consolidated Interest Expense" means, for the period of determination
thereof, the sum of all interest and prepayment charges, if any, without
limitation, all net amounts payable (or receivable) under interest rate
protection agreements and Swaps and all imputed interest in respect of capital
lease obligations paid or payable by the Company or any Subsidiary during such
period, calculated and consolidated or combined in accordance with GAAP.

"Consolidated Net Income" means, for the period of determination
thereof, the net income (or loss) of the Company and its Subsidiaries during
such period, calculated and consolidated or combined in accordance with GAAP.

"Consolidated Net Tangible Assets" means the total assets of the
Company and its Subsidiaries less, without duplication, (i) intangible assets
including, without limitation, goodwill, research and development costs,
trademarks, trade names, patents, franchises, copyrights, licenses and like
general intangibles, experimental or organizational expense, the excess of the
equity in any Subsidiary over the cost of the investment in such Subsidiary,
unamortized debt discount and expense carried as an asset, all reserves and any
write-up in the book value of assets made after the Closing Date (other than
write-ups of assets of a going concern business made within 12 months after the
acquisition of such business), net of accumulated amortization and (ii) all
reserves for depreciation and other asset valuation reserves (but excluding
reserves for federal, state and other income taxes).

"Consolidated Rents" means, for the period of determination thereof,
all amounts payable in such period by the Company and its Subsidiaries as
lessee or sublessee under any lease (other than a capital lease) less any
amounts required to be paid on account of maintenance, repairs, insurance,
taxes and similar charges, calculated and consolidated or combined in
accordance with GAAP.

"Consolidated Tangible Net Worth" means, at any time,

(a) the total assets of the Company and its Subsidiaries
which would be shown as assets on a consolidated balance sheet of the
Company and its Subsidiaries as of such time prepared in accordance
with GAAP, after eliminating all amounts properly attributable to
minority interests, if any, in the stock and surplus of Subsidiaries,
minus

Page 2 of Schedule B
<PAGE> 48
(b) the total liabilities of the Company and its
Subsidiaries which would be shown as liabilities on a consolidated
balance sheet of the Company and its Subsidiaries as of such time
prepared in accordance with GAAP, minus

(c) the net book amount of all assets of the Company and
its Subsidiaries (after deducting any reserves applicable thereto)
that would be shown as intangible assets on a consolidated balance
sheet of the Company and its Subsidiaries as of such time prepared in
accordance with GAAP.

"Control Event" means:

(a) the execution by the Company or any of its
Subsidiaries or Affiliates of any agreement or letter of intent with
respect to any proposed transaction or event or series of transactions
or events that, individually or in the aggregate, may reasonably be
expected to result in a Change in Control,

(b) the execution of any written agreement that, when
fully performed by the parties thereto, would result in a Change in
Control, or

(c) the making of any written offer by any person (as
such term is used in section 13(d) and section 14(d)(2) of the
Exchange Act as in effect on the date of the Closing) or related
persons constituting a group (as such term is used in Rule 13d-5 under
the Exchange Act as i effect on the date of the Closing) to the
holders of the common stock of the Company, that offer, if accepted by
the requisite number of holders, would result in a Change in Control.

"Controlled Foreign Subsidiary" means only a Subsidiary of the Company
that is a "controlled foreign corporation" as defined in Section 957(a) of the
Code.

"Default" means an event or condition the occurrence or existence of
which would, with the lapse of time or the giving of notice or both, become an
Event of Default.

"Default Premium" means, with respect to any outstanding Note, an
amount equal to the lesser of

(a) the Make-Whole Amount on the date of determination of
the Default Premium; and

(b) an amount of interest, at the Maximum Lawful Rate, on
the outstanding portion of the principal amount of such Note from time
to time from the date of issue thereof to the date of determination of
the Default Premium minus the sum of (x) the amount of accrued and
unpaid interest on the unpaid portion of the principal amount of such
Note that becomes due and payable as a result of such acceleration or
that became due and payable before such acceleration but remains
unpaid, but excluding the Default Premium, and (y) all amounts that
(1) were paid by or on behalf of the Company to the holder of such
Note pursuant to such Note before the date of such acceleration and
(2) constitute interest under

Page 3 of Schedule B
<PAGE> 49
applicable law;

provided, however, that in no event shall the Default Premium be less than
zero.

"Default Rate" means that rate of interest that is the lesser of (i)
the greater of (x) one percent (1%) per annum above the rate of interest stated
in clause (a) of the first paragraph of the Notes and (y) one percent (1%) per
annum above the rate of interest publicly announced from time to time by
CitiBank N.A. at its principal office in New York City as its prime rate or
(ii) the Maximum Lawful Rate.

"Disposition Value" means, at any time, with respect to any property

(a) in the case of property that does not constitute
Subsidiary Stock, the book value thereof, valued at the time of such
disposition in good faith by the Company, and

(b) in the case of property that constitutes Subsidiary
Stock, an amount equal to that percentage of book value of the assets
of the Subsidiary that issued such stock as is equal to the percentage
that the book value of such Subsidiary Stock represents of the book
value of all of the outstanding capital stock of such Subsidiary
(assuming, in making such calculations, that all Securities
convertible into such capital stock are so converted and giving full
effect to all transactions that would occur or be required in
connection with such conversion) determined at the time of the
disposition thereof, in good faith by the Company.

"EBIT" means, for the period of determination thereof, the sum of
Consolidated Net Income for such period and, to the extent deducted in the
determination of Consolidated Net Income, (i) all provisions for federal, state
and other income taxes and (ii) Consolidated Interest Expense.

"EBITDA" means, for the period of determination thereof, the sum of
EBIT for such period and, to the extent deducted in the determination of EBIT,
provisions for depreciation and amortization.

"Environmental Laws" means any and all Federal, state, local, and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including but
not limited to those related to hazardous substances or wastes, air emissions
and discharges to waste or public systems.

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

"ERISA Affiliate" means any trade or business (whether or not
incorporated) that is treated as a single employer together with the Company
under section 414 of the Code.

"Event of Default" is defined in Section 11.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

Page 4 of Schedule B
<PAGE> 50
"Fixed Charge Coverage Ratio" means, as of the last day of any fiscal
quarter, the ratio of (a) the sum of EBIT and Consolidated Rents for the period
of the four consecutive fiscal quarters ending on such date to (b) the sum of
Consolidated Interest Expense and Consolidated Rents for such period; provided
that (1) if the Company or any Subsidiary has incurred any Indebtedness since
the beginning of such period that remains outstanding or if the transaction
giving rise to the need to calculate the Fixed Charge Coverage Ratio is an
incurrence of Indebtedness, or both, EBIT and Consolidated Interest Expense for
such period shall be calculated after giving effect on a pro forma basis to
such Indebtedness as if such Indebtedness had been incurred on the first day of
such period and the discharge of any other Indebtedness repaid, repurchased,
defeased or otherwise discharged with the proceeds of such new Indebtedness as
if such discharge had occurred on the first day of such period, (2) if the
Company or any Subsidiary has repaid, repurchased, defeased or otherwise
discharged any Indebtedness since the beginning of such period or if any
Indebtedness is to be repaid, repurchased, defeased or otherwise discharged on
the date of the transaction giving rise to the need to calculate the Fixed
Charge Coverage Ratio, EBIT and Consolidated Interest Expense for such period
shall be calculated on a pro forma basis as if such discharge had occurred on
the first day of such period and as if the Company or such Subsidiary had not
earned the interest income actually earned during such period in respect of
cash or temporary investments in cash equivalents used to repay, repurchase,
defease or otherwise discharge such Indebtedness, (3) if since the beginning of
such period the Company or any Subsidiary shall have made any Asset
Disposition, the EBIT for such period shall be reduced by an amount equal to
the EBIT (if positive) directly attributable to the assets which are the
subject of such Asset Disposition for such period, or increased by an amount
equal to the EBIT (if negative), directly attributable thereto for such period
and Consolidated Interest Expense for such period shall be reduced by an amount
equal to the Consolidated Interest Expense directly attributable to any
Indebtedness of the Company or any Subsidiary repaid, repurchased, defeased or
otherwise discharged with respect to the Company and its continuing
Subsidiaries in connection with such Asset Disposition for such period (or, if
the capital stock or other equity interests of any Subsidiary is sold, the
Consolidated Interest Expense for such period directly attributable to the
Indebtedness of such Subsidiary to the extent the Company and its continuing
Subsidiaries are no longer liable for such Indebtedness after such sale), (4)
if since the beginning of such period the Company or any Subsidiary (by merger
or otherwise) shall have made an investment in any Subsidiary (or any person
which becomes a Subsidiary) or an acquisition of assets, including any
acquisition of assets occurring in connection with a transaction requiring a
calculation to be made hereunder, which constitutes a business or an operating
unit or division of a business and not merely an ordinary course of business
capital expenditure or investment, EBIT and Consolidated Interest Expense for
such period shall be calculated after giving pro forma effect thereto
(including the incurrence of any Indebtedness) as if such investment or
acquisition occurred on the first day of such period and (5) if since the
beginning of such period any Person (that subsequently became a Subsidiary or
was merged with or into the Company or any Subsidiary since the beginning of
such period) shall have made any Asset Disposition, any investment or
acquisition of assets that would have required an adjustment pursuant to clause
(3) or (4) above if made by the Company or a Subsidiary during such period,
EBIT and Consolidated Interest Expense for such period shall be calculated
after giving pro forma effect thereto as if such Asset Disposition, investment
or acquisition occurred on the first day of such period. For purposes of this
definition, whenever pro forma effect is to be given to an acquisition of
assets, the amount of income or earnings relating thereto and the amount of
Consolidated Interest Expense associated with any Indebtedness incurred in
connection therewith, the pro forma calculations shall be determined in good
faith by a

Page 5 of Schedule B
<PAGE> 51
responsible financial or accounting officer of the Company. If any
Indebtedness bears a floating rate of interest and is being given pro forma
effect, the interest of such Indebtedness shall be calculated as if the rate in
effect on the date of determination had been the applicable rate for the entire
period.

"GAAP" means generally accepted accounting principles as in effect
from time to time in the United States of America as set forth in the opinions
and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants.

"Governmental Authority" means

(a) the government of

(i) the United States of America or any State or
other political subdivision thereof, or

(ii) any jurisdiction in which the Company or any
Subsidiary conducts all or any part of its business, or which
asserts jurisdiction over any properties of the Company or any
Subsidiary, or

(b) any entity exercising executive, legislative,
judicial, regulatory or administrative functions of, or pertaining to,
any such government.

"Guaranty" means, with respect to any Person, any obligation (except
the endorsement in the ordinary course of business of negotiable instruments
for deposit or collection) of such Person guaranteeing or in effect
guaranteeing any indebtedness, dividend or other obligation of any other Person
in any manner, whether directly or indirectly, including (without limitation)
obligations incurred through an agreement, contingent or otherwise, by such
Person:

(a) to purchase such indebtedness or obligation or any
property constituting security therefor;

(b) to advance or supply funds (i) for the purchase or
payment of such indebtedness or obligation, or (ii) to maintain any
working capital or other balance sheet condition or any income
statement condition of any other Person or otherwise to advance or
make available funds for the purchase or payment of such indebtedness
or obligation;

(c) to lease properties or to purchase properties or
services primarily for the purpose of assuring the owner of such
indebtedness or obligation of the ability of any other Person to make
payment of the indebtedness or obligation; or

(d) otherwise to assure the owner of such indebtedness or
obligation against loss in respect thereof.

In any computation of the indebtedness or other liabilities of the obligor
under any Guaranty, the indebtedness or other obligations that are the subject
of such Guaranty shall be assumed to be direct obligations of such obligor.

Page 6 of Schedule B
<PAGE> 52
"Hazardous Material" means any and all pollutants, toxic or hazardous
wastes or any other substances that might pose a hazard to health or safety,
the removal of which may be required or the generation, manufacture, refining,
production, processing, treatment, storage, handling, transportation, transfer,
use, disposal, release, discharge, spillage, seepage, or filtration of which is
or shall be restricted, prohibited or penalized by any applicable law
(including, without limitation, asbestos, urea formaldehyde foam insulation and
polycholorinated biphenyls).

"holder" means, with respect to any Note, the Person in whose name
such Note is registered in the register maintained by the Company pursuant to
Section 13.1.

"incur" means issue, assume, Guarantee, incur or otherwise become
liable for; provided that any Indebtedness of a Person existing at the time
such Person becomes a Subsidiary (whether by merger, consolidation, acquisition
or otherwise) shall be deemed to be incurred by such Subsidiary at the time it
becomes a Subsidiary. The term "incurrence" when used as a noun shall have a
correlative meaning.

"Indebtedness" with respect to any Person means, at any time, without
duplication,

(a) its liabilities for borrowed money and its redemption
obligations in respect of mandatorily redeemable Preferred Stock;

(b) its liabilities for the deferred purchase price of
property acquired by such Person (excluding accounts payable arising
in the ordinary course of business but including all liabilities
created or arising under any conditional sale or other title retention
agreement with respect to any such property);

(d) all liabilities for borrowed money secured by any
Lien with respect to any property owned by such Person (whether or not
it has assumed or otherwise become liable for such liabilities);

(e) all its liabilities in respect of letters of credit
or instruments serving a similar function issued or accepted for its
account by banks and other financial institutions (whether or not
representing obligations for borrowed money);

(f) Swaps of such Person; and

(g) any Guaranty of such Person with respect to
liabilities of a type described in any of clauses (a) through (f)
hereof.

Indebtedness of any Person shall include all obligations of such Person of the
character described in clauses (a) through (g) to the extent such Person
remains legally liable in respect thereof notwithstanding that any such
obligation is deemed to be extinguished under GAAP.

Page 7 of Schedule B
<PAGE> 53
"Indebtedness Ratio" means the ratio of (a) Consolidated Indebtedness
to (b) EBITDA for the four consecutive fiscal quarters ending with the last
fiscal quarter ended prior to the date at which the Indebtedness Ratio is
calculated.

"Institutional Investor" means (a) any original purchaser of a Note
and (b) any bank, trust company, savings and loan association or other
financial institution, any pension plan, any investment company, any insurance
company, any broker or dealer, or any other similar financial institution or
entity, regardless of legal form.

"Intercompany Indebtedness" means any Indebtedness owed to and held by
the Company or any Wholly Owned Subsidiary; provided that any subsequent
issuance or transfer of any capital stock or similar equity interest which
results in any such Wholly Owned Subsidiary ceasing to be a Wholly Owned
Subsidiary or any subsequent transfer of such Indebtedness (other than to the
Company or another Wholly Owned Subsidiary) shall be deemed, in each case, to
constitute the incurrence of such Indebtedness by the issuer thereof.

"Interest Coverage Ratio" means, as of the last day of any fiscal
quarter, the ratio of (a) EBITDA for the period of the four consecutive fiscal
quarters ending on such date to (b) Consolidated Interest Expense for such
period; provided that (1) if the Company or any Subsidiary has incurred any
Indebtedness since the beginning of such period that remains outstanding or if
the transaction giving rise to the need to calculate the Interest Coverage
Ratio is an incurrence of Indebtedness, or both, EBITDA and Consolidated
Interest Expense for such period shall be calculated after giving effect on a
pro forma basis to such Indebtedness as if such Indebtedness had been incurred
on the first day of such period and the discharge of any ether Indebtedness
repaid, repurchased, def eased or otherwise discharged with the proceeds of
such new Indebtedness as if such discharge had occurred on the first day of
such period, (2) if the Company or any Subsidiary has repaid, repurchased,
defeased or otherwise discharged any Indebtedness since the beginning of such
period or if any Indebtedness is to be repaid, repurchased, defeased or
otherwise discharged on the date of the transaction giving rise to the need to
calculate the Interest Coverage Ratio, EBITDA and Consolidated Interest Expense
for such period shall be calculated on a pro forma basis as if such discharge
had occurred on the first day of such period and as if the Company or such
Subsidiary had not earned the interest income actually earned during such
period in respect of cash or temporary investments in cash equivalents used to
repay, repurchase, defease or otherwise discharge such Indebtedness, (3) if
since the beginning of such period the Company or any Subsidiary shall have
made any Asset Disposition, the EBITDA for such period shall be reduced by an
amount equal to the EBITDA (if positive) directly attributable to the assets
which are the subject of such Asset Disposition for such period, or increased
by an amount equal to the EBITDA (if negative), directly attributable thereto
for such period and Consolidated Interest Expense for such period shall be
reduced by an amount equal to the Consolidated Interest Expense directly
attributable to any Indebtedness of the Company or any Subsidiary repaid,
repurchased, defeased or otherwise discharged with respect to the Company and
its continuing Subsidiaries in connection with such Asset Disposition for such
period (or, if the capital stock or other equity interests of any Subsidiary is
sold, the Consolidated Interest Expense for such period directly attributable
to the Indebtedness of such Subsidiary to the extent the Company and its
continuing Subsidiaries are no longer liable for such Indebtedness after such
sale), (4) if since the beginning of such period the Company or any Subsidiary
(by merger or otherwise) shall have made an investment in any Subsidiary (or
any person

Page 8 of Schedule B
<PAGE> 54
which becomes a Subsidiary) or an acquisition of assets, including any
acquisition of assets occurring in connection with a transaction requiring a
calculation to be made hereunder, which constitutes a business or an operating
unit or division of a business and not merely an ordinary course of business
capital expenditure or investment, EBITDA and Consolidated Interest Expense for
such period shall be calculated after giving pro forma effect thereto
(including the incurrence of any Indebtedness) as if such investment or
acquisition occurred on the first day of such period and (5) if since the
beginning of such period any Person (that subsequently became a Subsidiary or
was merged with or into the Company or any Subsidiary since the beginning of
such period) shall have made any Asset Disposition, any investment or
acquisition of assets that would have required an adjustment pursuant to clause
(3) or (4) above if made by the Company or a Subsidiary during such period,
EBITDA and Consolidated Interest Expense for such period shall be calculated
after giving pro forma effect thereto as if such Asset Disposition, investment
or acquisition occurred on the first day of such period. For purposes of this
definition, whenever pro forma effect is to be given to an acquisition of
assets, the amount of income or earnings relating thereto and the amount of
Consolidated Interest Expense associated with any Indebtedness incurred in
connection therewith, the pro forma calculations shall be determined in good
faith by a responsible financial or accounting officer of the Company. If any
Indebtedness bears a floating rate of interest and is being given pro forma
effect, the interest of such Indebtedness shall be calculated as if the rate in
effect on the date of determination had been the applicable rate for the entire
period.

"Lien" means, with respect to any Person, any mortgage, lien, pledge,
charge, security interest or other encumbrance, or any interest or title of any
vendor, lessor, lender or other secured party to or of such Person under any
conditional sale or other title retention agreement or Capital Lease, upon or
with respect to any property or asset of such Person (including in the case of
stock, stockholder agreements, voting trust agreements and all similar
arrangements to the extent the same could reasonably be expected to adversely
impact the value of such stock).

"Make-Whole Amount" is defined in Section 8.6.

"Material" means material in relation to the business, operations,
affairs, financial condition, assets, properties, or prospects of the Company
and its Subsidiaries taken as a whole.

"Material Adverse Effect" means a material adverse effect on (a) the
business, operations, financial condition, assets or properties of the Company
and its Subsidiaries taken as a whole, or (b) the ability of the Company to
perform its obligations under this Agreement and the Notes, or (c) the validity
or enforceability of this Agreement or the Notes.

"Maximum Lawful Rate" means the maximum lawful nonusurious rate of
interest per annum that the laws of the State of Texas in effect from time to
time permit to be contracted for by, charged to, and received from, the Company
pursuant to the Notes, provided that if the maximum lawful nonusurious rate of
interest per annum that any holder is permitted to take or receive from, or
charge to, the Company shall be governed by the federal laws of the United
States of America, the term "Maximum Lawful Rate" shall mean, in the case of
any Note held by that holder, the maximum lawful nonusurious rate of

Page 9 of Schedule B
<PAGE> 55
interest per annum that the federal laws of the United States of America permit
such holder to take or receive from, or charge to, the Company pursuant to the
Notes. The parties to this Agreement hereby acknowledge that (i) the maximum
lawful nonusurious rate of interest per annum that the laws of the State of
Texas in effect at the date of this Agreement permit to be contracted for by,
charged to, and received from, the Company pursuant to the Notes is determined
by Article 5069-1.04, Title 79, Revised Civil Statutes of Texas, 1925, (ii) the
rate ceiling specified in that statute, as in effect at the date of this
Agreement, is a rate of interest per annum computed on the basis of the actual
number of days elapsed in a year of 365 or 366 days, as the case may be, and
(iii) various provisions of this Agreement and the Notes provide that interest
at the interest rate for the Notes, or at the Default Rate, shall be computed
on the basis of a 360-day year of twelve 30-day months. Accordingly, if such
maximum lawful nonusurious rate of interest were required to be determined
under the laws of the State of Texas as in effect at the date of this
Agreement, such maximum lawful nonusurious rate of interest shall be expressed
as a percentage per annum that produces an amount of interest (computed on the
basis of a 360-day year of twelve 30-day months) that equals, but does not
exceed, the maximum lawful nonusurious amount of interest per annum that such
statute permits to be contracted for by, charged to, and received from, the
Company pursuant to the Notes.

"Memorandum" is defined in Section 5.3.

"Multiemployer Plan" means any Plan that is a "multiemployer plan" (as
such term is defined in section 4001(a)(3) of ERISA).

"Notes" is defined in Section 1.

"Officer's Certificate" means a certificate of a Senior Financial
Officer or of any other officer of the Company whose responsibilities extend to
the subject matter of such certificate.

"PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA or any successor thereto.

"Permitted Revolving Credit Indebtedness" means, with respect to the
Company or any of its Subsidiaries, Indebtedness arising under one or more debt
facilities or commercial paper facilities with banks or other institutional
lenders providing for revolving credit loans, term loans, receivables financing
or letters of credit; provided that the aggregate principal amount outstanding
under all such facilities of the Company and its Subsidiaries shall not at any
time exceed $35,000,000.

"Person" means an individual, partnership, corporation, limited
liability company, association, trust, unincorporated organization, or a
government or agency or political subdivision thereof.

"Plan" means an "employee benefit plan" (as defined in section 3(3) of
ERISA) that is or, within the preceding five years, has been established or
maintained, or to which contributions are or, within the preceding five years,
have been made or required to be made, by the Company or any ERISA Affiliate or
with respect to which the Company or any ERISA Affiliate may have any
liability.

"Preferred Stock" means any class of capital stock of a corporation
that is preferred over any other class of capital stock of such corporation as
to the payment of dividends or the payment of any

Page 10 of Schedule B
<PAGE> 56
amount upon liquidation or dissolution of such corporation.

"property" or "properties" means, unless otherwise specifically
limited, real or personal property of any kind, tangible or intangible, choate
or inchoate.

"QPAM Exemption" means Prohibited Transaction Class Exemption 84-14
issued by the United States Department of Labor.

"Required Holders" means, at any time, the holders of at least 66 2/3
% in principal amount of the Notes at the time outstanding (exclusive of Notes
then owned by the Company or any of its Affiliates).

"Responsible Officer" means any Senior Financial Officer and any other
officer of the Company with responsibility for the administration of the
relevant portion of this agreement.

"Restricted Investment" means any investment, made in cash or by
delivery of property, by the Company or any of its Subsidiaries (i) in any
Person, whether by acquisition of stock, indebtedness or other obligation or
security, or by loan, Guaranty, advance, capital contribution or otherwise, or
(ii) in any property, except the following:

(a) property to be used in the ordinary course of
business of the Company and its Subsidiaries;

(b) current assets arising from the sale of goods and
services in the ordinary course of business of the Company and its
Subsidiaries;

(c) investments in one or more Subsidiaries that are not
Controlled Foreign Subsidiaries or any Person that concurrently with
such investment becomes a Subsidiary that is not a Controlled Foreign
Subsidiary;

(d) investments existing on the date of the Closing and
disclosed in Schedule 5.4;

(e) investments in direct obligations of the United
States or any agency thereof or obligations guaranteed by the United
States or any agency thereof, provided that such obligations mature
within one year of the date of acquisition thereof;

(f) investments in certificates of deposit or banker's
acceptances issued by an Acceptable Bank, provided that such
obligations mature within one year of the date of acquisition thereof;

(g) investments in commercial paper given the highest
rating by a credit rating agency of recognized national standing and
maturing not more than 270 days from the date of creation thereof;

(h) investments in Repurchase Agreements;

Page 11 of Schedule B
<PAGE> 57
(i) investments in mutual fund companies investing
exclusively in the investments described in (e), (f) and (g) above;

(j) investments in tax-exempt obligations of any state of
the United States of America, or any municipality of any such state,
in each case rated "AA" or better by S&P, "Aa2" or better by Moody's
or an equivalent rating by any other credit rating agency of
recognized national standing, provided that such obligations mature
within one year of the date of acquisition thereof; and

(k) any other Investments in an aggregate amount
outstanding at any time not to exceed $2,000,000.

As of any date of determination, each Restricted Investment shall be valued at
the greater of:

(a) the amount at which such Restricted Investment is
shown on the books of the Company or any of its Subsidiaries (or zero
if such Restricted Investment is not shown on any such books); and

(b) either

(i) in the case of any Guaranty of the obligation
of any Person, the amount which the Company or any of its
Subsidiaries has paid on account of such obligation less any
recoupment by the Company or such Subsidiary of any such
payments, or

(ii) in the case of any other Restricted Investment,
the excess of (x) the greater of (A) the amount originally
entered on the books of the Company or any of its Subsidiaries
with respect thereto and (B) the cost thereof to the Company
or its Subsidiary over (y) any return of capital (after income
taxes applicable thereto) upon such Restricted Investment
through the sale or other liquidation thereof or part thereof
or otherwise.

As used in this definition of "Restricted Investments":

"Acceptable Bank" means any bank or trust company (i)
that is organized under the laws of the United States of
America or any State thereof, (ii) which has capital, surplus
and undivided profits aggregating at least $100,000,000, and
(iii) whose long-term unsecured debt obligations (or the long-
term unsecured debt obligations of the bank holding company
owning all of the capital stock of such bank or trust company)
shall have been given a rating of "A" or better by S&P, "A2"
or better by Moody's or an equivalent rating by any other
credit rating agency of recognized national standing.

"Acceptable Broker-Dealer" means any Person other
than a natural person (i) that is registered as a broker or
dealer pursuant to the Exchange Act and (ii) whose long-term
unsecured debt obligations shall have been given a rating of
"A" or better

Page 12 of Schedule B
<PAGE> 58
by S&P, "A2" or better by Moody's or an equivalent rating by
any other credit rating agency of recognized national
standing.

"Moody's" means Moody's Investors Service, Inc.

"Repurchase Agreement" means any written agreement

(a) that provides for (i) the transfer of
one or more United States Governmental Securities in
an aggregate principal amount at least equal to the
amount of the Transfer Price (defined below) to the
Company or any of its Subsidiaries from an Acceptable
Bank or an Acceptable Broker-Dealer against a
transfer of funds (the "Transfer Price") by the
Company or such Subsidiary to such Acceptable Bank or
Acceptable Broker-Dealer, and (ii) a simultaneous
agreement by the Company or such Subsidiary, in
connection with such transfer of funds, to transfer
to such Acceptable Bank or Acceptable Broker-Dealer
the same or substantially similar United States
Governmental Securities for a price not less than the
Transfer Price plus a reasonable return thereon at a
date certain not later than one year after such
transfer of funds,

(b) in respect of which the Company or such
Subsidiary shall have the right, whether by contract
or pursuant to applicable law, to liquidate such
agreement upon the occurrence of any default
thereunder, and

(c) in connection with which the Company or
such Subsidiary, or an agent thereof, shall have
taken all action required by applicable law or
regulations to perfect a Lien in such United States
Governmental Securities.

"S&P" means Standard & Poor's Ratings Group, a
division of McGraw Hill, Inc.

"Restricted Payment" means (i) the declaration of any dividend on, or
the incurrence of any liability to make any other payment or distribution in
respect of, capital stock or other equity interest (other than on account of
capital stock or other equity interests of a Subsidiary of the Company (that is
not a Controlled Foreign Subsidiary) owned legally and beneficially by the
Company or another of its Subsidiaries (that is not a Controlled Foreign
Subsidiary)), including, without limitation, any incurrence of liability or
payment resulting in the acquisition by the Company of any securities that
would constitute treasury stock or (ii) any distribution on account of the
purchase, redemption or other retirement of any such capital stock or other
equity interest (other than with respect to capital stock or other equity
interests of a Subsidiary of the Company owned legally and beneficially by the
Company or another of its Subsidiaries). For purposes of this Agreement, the
amount of any Restricted Payment made in property shall be the greater of (x)
the fair market value of such property (as determined in good faith by the
board of directors (or equivalent governing body) of the Person making such
Restricted Payment) and (y) the net book value thereof on the books of such
Person, in each case determined as of the date on which such Restricted Payment
is made.

Page 13 of Schedule B
<PAGE> 59
"Securities Act" means the Securities Act of 1933, as amended from
time to time.

"Security" has the meaning set forth in section 2(1) of the Securities
Act.

"Senior Financial Officer" means the chief financial officer,
principal accounting officer, treasurer or comptroller of the Company.

"Subsidiary" means, as to any Person, any corporation, association or
other business entity in which such Person or one or more of its Subsidiaries
or such Person and one or more of its Subsidiaries owns sufficient equity or
voting interests to enable it or them (as a group) ordinarily, in the absence
of contingencies, to elect a majority of the directors (or Persons performing
similar functions) of such entity, and any partnership or joint venture if more
than a 50% interest in the profits or capital thereof is owned by such Person
or one or more of its Subsidiaries or such Person and one or more of its
Subsidiaries (unless such partnership can and does ordinarily take major
business actions without the prior approval of such Person or one or more of
its Subsidiaries). Unless the context otherwise clearly requires, any reference
to a "Subsidiary" is a reference to a Subsidiary of the Company.

"Subsidiary Guaranty" is defined in Section 9.6.

"Subsidiary Stock" means, with respect to any Person, the capital
stock or other equity interests (or any options or warrants to purchase capital
stock or other equity interests or other Securities exchangeable for or
convertible into capital stock or other equity interests) of any Subsidiary of
such Person.

"Swaps" means, with respect to any Person, payment obligations with
respect to interest rate swaps, currency swaps and similar obligations
obligating such Person to make payments, whether periodically or upon the
happening of a contingency. For the purposes of this Agreement, the amount of
the obligation under any Swap shall be the amount determined in respect thereof
as of the end of the then most recently ended fiscal quarter of such Person,
based on the assumption that such Swap had terminated at the end of such fiscal
quarter, and in making such determination, if any agreement relating to such
Swap provides for the netting of amounts payable by and to such Person
thereunder or if any such agreement provides for the simultaneous payment of
amounts by and to such Person, then in each such case, the amount of such
obligation shall be the net amount so determined.

"Voting Stock" of a Person means all classes of capital stock or other
equity interests of such Person normally entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof.

"Wholly Owned Subsidiary" means any Subsidiary of the Company all the
capital stock or other equity interests of which (other than directors'
qualifying shares and shares held by other Persons to the extent such shares
are required by applicable law to be held by a Person other than the Company or
one of its Subsidiaries) is owned by the Company or one or more Wholly Owned
Subsidiaries.

Page 14 of Schedule B

<PAGE> 1
EXHIBIT 99.2

CREDIT AGREEMENT

DATED AS OF JULY 30, 1996

AMONG

BENCHMARK ELECTRONICS, INC.
AS BORROWER,

TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
AS AGENT,

AND

THE LENDERS SIGNATORY HERETO

$35,000,000 REVOLVING CREDIT
<PAGE> 2
TABLE OF CONTENTS

ARTICLE I

DEFINITIONS AND ACCOUNTING MATTERS

Section 1.01 Terms Defined Above . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.02 Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.03 Accounting Terms and Determinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE II

COMMITMENTS

Section 2.01 Loans and Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 2.02 Borrowings, Continuations and Conversions, Letters of Credit . . . . . . . . . . . . . . . . . 15
Section 2.03 Changes of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 2.04 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 2.05 Several Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 2.06 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 2.07 Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 2.08 Assumption of Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 2.09 Obligation to Reimburse and to Prepay . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 2.10 Lending Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE III

PAYMENTS OF PRINCIPAL AND INTEREST

Section 3.01 Repayment of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 3.02 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE IV

PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.

Section 4.01 Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 4.02 Pro Rata Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 4.03 Computations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 4.04 Non-receipt of Funds by the Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 4.05 Set-off, Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 4.06 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
</TABLE>

<PAGE> 3
<TABLE>
<S> <C> <C>
ARTICLE V

CAPITAL ADEQUACY

Section 5.01 Additional Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 5.02 Limitation on Eurodollar Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 5.03 Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 5.04 Base Rate Loans Pursuant to Sections 5.01, 5.02 and 5.03 . . . . . . . . . . . . . . . . . . . 29
Section 5.05 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE VI

CONDITIONS PRECEDENT

Section 6.01 Initial Funding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 6.02 Initial and Subsequent Loans and Letters of Credit . . . . . . . . . . . . . . . . . . . . . . 33
Section 6.03 Conditions Relating to Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

Section 7.01 Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 7.02 Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 7.03 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 7.04 No Breach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 7.05 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 7.06 Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 7.07 Use of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 7.08 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 7.09 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 7.10 Titles, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 7.11 No Material Misstatements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 7.12 Investment Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 7.13 Public Utility Holding Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 7.14 Subsidiaries and Partnerships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 7.15 [Intentionally Left Blank.] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 7.16 Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 7.17 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 7.18 Compliance with the Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 7.19 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
</TABLE>

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<PAGE> 4
<TABLE>
<S> <C> <C>
ARTICLE VIII

AFFIRMATIVE COVENANTS

Section 8.01 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 8.02 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 8.03 Maintenance, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 8.04 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 8.05 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 8.06 ERISA Information and Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 8.07 Material Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE IX

NEGATIVE COVENANTS

Section 9.01 Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 9.02 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 9.03 Investments, Loans and Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 9.04 Dividends, Distributions and Redemptions . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 9.05 Sales and Leasebacks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 9.06 Nature of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 9.07 Mergers, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 9.08 Proceeds of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 9.09 ERISA Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 9.10 Sale or Discount of Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 9.11 Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 9.12 Quick Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 9.13 Tangible Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 9.14 Fixed Charge Coverage Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 9.15 Indebtedness Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 9.16 Sale of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 9.17 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 9.18 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 9.19 Subsidiaries and Partnerships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

ARTICLE X

EVENTS OF DEFAULT; REMEDIES

Section 10.01 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 10.02 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
</TABLE>

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<PAGE> 5
<TABLE>
<S> <C>
ARTICLE XI

THE AGENT

Section 11.01 Appointment, Powers and Immunities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 11.02 Reliance by Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 11.03 Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 11.04 Rights as a Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 11.05 INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 11.06 Non-Reliance on Agent and other Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 11.07 Action by Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 11.08 Resignation or Removal of Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

ARTICLE XII

MISCELLANEOUS

Section 12.01 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 12.02 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 12.03 Payment of Expenses, Indemnities, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 12.04 Amendments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 12.05 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 12.06 Assignments and Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 12.07 Invalidity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 12.08 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 12.09 References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 12.10 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 12.11 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 12.12 NO ORAL AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 12.14 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 12.15 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 12.16 Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 12.17 EXCULPATION PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

Annex 1 - List of Maximum Credit Amounts
Exhibit A - Form of Note
Exhibit B - Form of Borrowing, Continuation and Conversion Request
Exhibit C - Form of Compliance Certificate
Exhibit D - Form of Legal Opinion of Bracewell & Patterson, L.L.P.
Exhibit E - Form of Borrowing Base Report
Exhibit F - Form of Assignment Agreement
</TABLE>

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<PAGE> 6
Schedule 7.02 - Liabilities
Schedule 7.14 - Subsidiaries and Partnerships
Schedule 7.17 - Environmental Matters
Schedule 9.01 - Debt
Schedule 9.02 - Liens

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<PAGE> 7
THIS CREDIT AGREEMENT dated as of July 30, 1996 is among:
BENCHMARK ELECTRONICS, INC., a corporation organized under the laws of the
State of Texas (the "Borrower"); each of the lenders that is a signatory hereto
or which becomes a signatory hereto as provided in Section 12.06 (individually,
together with its successors and assigns, a "Lender" and, collectively, the
"Lenders"); and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking
association (in its individual capacity, "TCB"), as agent for the Lenders (in
such capacity, together with its successors in such capacity, the "Agent").

R E C I T A L S

A. The Borrower has requested that the Lenders provide certain
loans to and extensions of credit on behalf of the Borrower; and

B. The Lenders have agreed to make such loans and extensions of
credit subject to the terms and conditions of this Agreement.

C. In consideration of the mutual covenants and agreements herein
contained and of the loans, extensions of credit and commitments hereinafter
referred to, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING MATTERS

Section 1.01 Terms Defined Above. As used in this Agreement,
the terms "Agent," "Borrower," "Lender," "Lenders," and "TCB" shall have the
meanings indicated above.

Section 1.02 Certain Defined Terms. As used herein, the
following terms shall have the following meanings (all terms defined in this
Article I or in other provisions of this Agreement in the singular to have the
same meanings when used in the plural and vice versa):

"Additional Costs" shall have the meaning assigned such term
in Section 5.01(a).

"Affected Loans" shall have the meaning assigned such term in
Section 5.04.

"Affiliate" of any Person shall mean any Person directly or
indirectly controlled by, controlling or under common control with
such first Person. As used in this definition, "control" (including,
with its correlative meanings, "controlled by" and "under common
control with") shall mean any Person which owns directly or indirectly
10% or more of the securities having ordinary voting power for the
election of directors or other governing body of a corporation or 10%
or more of the partnership or other ownership interests of any other
Person (other than as a limited partner of such other Person) will be
deemed to control such corporation or other Person.

<PAGE> 8
"Agreement" shall mean this Credit Agreement, as the same
may from time to time be amended or supplemented.

"Aggregate Commitments" at any time shall equal the amount
calculated in accordance with Section 2.03 hereof.

"Aggregate Maximum Credit Amounts" at any time shall equal the
sum of the Maximum Credit Amounts of the Lenders ($35,000,000 through
and including the date which is three (3) years after the Closing
Date; $20,000,000 thereafter until the Termination Date), as the same
may be reduced pursuant to Section 2.03(b).

"Applicable Lending Office" shall mean, for each Lender and
for each Type of Loan, the lending office of such Lender (or an
Affiliate of such Lender) designated for such Type of Loan on the
signature pages hereof or such other offices of such Lender (or of an
Affiliate of such Lender) as such Lender may from time to time specify
to the Agent and the Borrower as the office by which its Loans of such
Type are to be made and maintained.

"Applicable Margin" shall mean, for the first three month
period following the Closing Date, (a) zero percent (0%) per annum
with respect to Base Rate Loans and (b) one percent (1%) per annum
with respect to Eurodollar Loans. Thereafter, the Applicable Margin
for Base Rate Loans and Eurodollar Loans will be determined based upon
the Borrower's most recently determined Indebtedness Ratio, as
follows:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------
Applicable Margin
--------------------------------------------- Indebtedness
Alternate Base Rate Eurodollar Ratio
-----------------------------------------------------------------------
<S> <C> <C>
0.0 bps 62.50 bps Less than 1.0
-----------------------------------------------------------------------
0.0 bps 75.00 bps Greater than or equal
to 1.0, but less than 1.5
-----------------------------------------------------------------------
0.0 bps 100.00 bps Greater than or equal
to 1.5, but less than 2.0
-----------------------------------------------------------------------
0.0 bps 150.00 bps Greater than or equal
to 2.0, but less than 2.5
-----------------------------------------------------------------------
0.0 bps 175.00 bps Greater than 2.5
-----------------------------------------------------------------------
</TABLE>

The Indebtedness Ratio shall be determined from the financial
statement of the Borrower and its Subsidiaries most recently delivered
pursuant to Section 8.01(a) or (b). Any change in the Applicable
Margin shall be effective on the date of the receipt of such
applicable financial statements.

"Assignment" shall have the meaning assigned such term in
Section 12.06(b).

"Base Rate" shall mean, with respect to any Base Rate Loan,
for any day, the higher of (i) the Federal Funds Rate for any such day
plus 1/2 of 1% or (ii) the Prime

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<PAGE> 9
Rate for such day. Each change in any interest rate provided for
herein based upon the Base Rate resulting from a change in the Base
Rate shall take effect at the time of such change in the Base Rate.

"Base Rate Loans" shall mean Loans that bear interest at rates
based upon the Base Rate.

"Borrowing Base" shall mean at any time an amount equal to the
sum of (i) 80% of Eligible Accounts, plus (ii) 25% of Eligible
Inventory.

"Business Day" shall mean any day other than a day on which
commercial banks are authorized or required to close in Houston, Texas
and, where such term is used in the definition of "Quarterly Date" or
if such day relates to a borrowing or continuation of, a payment or
prepayment of principal of or interest on, or a conversion of or into,
or the Interest Period for, a Eurodollar Loan or a notice by the
Borrower with respect to any such borrowing or continuation, payment,
prepayment, conversion or Interest Period, any day which is also a day
on which dealings in Dollar deposits are carried out in the London
interbank market.

"Capital Expenditures" shall mean expenditures in respect of
fixed or capital assets, including the capital portion of lease
payments made in respect of capital lease obligations.

"Cash Interest Expense" shall mean as of the date of
determination thereof the sum of all cash payments of interest and
prepayment charges, if any, including, without limitation, all net
amounts payable (or receivable) under interest rate protection
agreements and all imputed interest in respect of capital lease
obligations paid by the Borrower, or any Subsidiary, during such
period consolidated or combined in accordance with GAAP.

"Change in Control" shall mean any of the following events or
circumstances: if any person (as such term is used in section 13(d)
and section 14(d)(2) of the Exchange Act as in effect on the Closing
Date) or related persons constituting a group (as such term is used in
Rule 13d-5 under the Exchange Act as in effect on the Closing Date)
become the "beneficial owners" (as such term is used in Rule 13d- 3
under the Exchange Act as in effect on the date of the Closing),
directly or indirectly, of more than 50% of the total voting power of
all outstanding Voting Stock of the Borrower.

"Closing Date" shall mean July 30, 1996.

"Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time and any successor statute.

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<PAGE> 10
"Commitment" shall mean, for any Lender, its obligation to
make Loans up to the lesser of such Lender's Maximum Credit Amount or
such Lender's Percentage Share of the amount equal to the then
effective Borrowing Base and to participate in the Letters of Credit
as provided in Section 2.01(b).

"Consolidated Net Income" shall mean with respect to the
Borrower and its Consolidated Subsidiaries, for any period, the
aggregate of the net income (or loss) of the Borrower and its
Consolidated Subsidiaries, determined on a consolidated basis in
accordance with GAAP; provided that there shall be excluded from such
net income (to the extent otherwise included therein) the following:
(i) any extraordinary gains or losses, including gains or losses
attributable to Property sales not in the ordinary course of business;
and (ii) the cumulative effect of a change in accounting principles
and any gains or losses attributable to writeups or write downs of
assets.

"Consolidated Subsidiaries" shall mean each Subsidiary of the
Borrower (whether now existing or hereafter created or acquired) the
financial statements of which shall be (or should have been)
consolidated with the financial statements of the Borrower in
accordance with GAAP.

"Debt" shall mean, for any Person the following (without
duplication): (i) all obligations of such Person for borrowed money or
evidenced by bonds, debentures, notes or other similar instruments
(including principal, interest, fees and charges); (ii) all
obligations of such Person (whether contingent or otherwise) in
respect of bankers' acceptances, letters of credit, and similar
instruments; (iii) all obligations of such Person to pay the deferred
purchase price of Property or services (other than for borrowed
money); (iv) all obligations under leases which shall have been, or
should have been, in accordance with GAAP, recorded as capital leases
in respect of which such Person is liable (whether contingent or
otherwise); (v) all Debt (as described in the other clauses of this
definition) and other obligations of others secured by a Lien on any
asset of such Person, whether or not such Debt is assumed by such
Person; (vi) all Debt (as described in the other clauses of this
definition) and other obligations of others guaranteed by such Person
or in which such Person otherwise assures a creditor against loss of
the debtor or obligations of others; (vii) all obligations or
undertakings of such Person to maintain or cause to be maintained the
financial position or covenants of others or to purchase the Debt or
Property of others; and (viii) the mark to market value of all
obligations of such Person under Hedging Agreements.

"Debt Service" shall mean the sum of (a) Cash Interest Expense
and (b) scheduled principal payments on Debt for the applicable
period.

"Default" shall mean an Event of Default or an event which
with notice or lapse of time or both would become an Event of Default.

"Dollars" and "$" shall mean lawful money of the United States
of America.

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<PAGE> 11
"EBITDA" shall mean, for any period, the sum of Consolidated
Net Income for such period plus the following expenses or charges to
the extent deducted from Consolidated Net Income in such period:
depreciation, amortization, other non-cash items, Cash Interest
Expense, cash taxes and extraordinary gains.

"Eligible Accounts" shall mean at any time an amount equal to
the aggregate net invoice or ledger amount owing on each trade account
receivable of the Borrower and any Subsidiary, for goods sold or
leased or services rendered in the ordinary course of business after
deducting (a) the amount on all such accounts owing by account debtors
which have 20% or more of their accounts owing to the Borrower unpaid
for 91 days or more after the due date of original invoice, unless the
account of debtor in question is a 20% Rule Exception (the exclusion
contained in this clause (a) being hereinafter called the "20% Rule"),
(b) the amount on all such accounts which are owed by account debtors
having their principal place of business in the United States that are
unpaid for 91 days or more after the due date, (c) the amount of all
trade and other discounts, returns, allowances, rebates, credits,
concessions, unbilled amounts and adjustments to such accounts, (d)
all contra accounts, setoffs subject to any setoff arrangement or
agreement, defenses or counterclaims asserted by or available to the
Persons obligated on such accounts, (e) the amount billed for or
representing retainage, if any, until all prerequisites to the
immediate payment of retainage have been satisfied, (f) all such
accounts owed by account debtors which are insolvent or if Agent
reasonably believes collectibility is in doubt, (g) all such accounts
owing by officers or employees of the Borrower or by Subsidiaries or
any other Person in which the Borrower may have an equity interest and
(h) the amount of all such accounts which have a due date ninety (90)
days or more after the invoice date.

"Eligible Inventory" shall mean at any time all inventory of
raw materials and finished goods then owned by the Borrower or any
Subsidiary (less any reserve for obsolescence, any reserve for slow-
moving inventory, or any other similar contra-account to inventory all
of which shall be reasonably satisfactory to the Agent) and held for
sale or disposition in the ordinary course of business valued at
market price.

"Environmental Laws" shall mean any and all Governmental
Requirements pertaining to health or the environment in effect in any
and all jurisdictions in which the Borrower or any Subsidiary is
conducting or at any time has conducted business, or where any
Property of the Borrower or any Subsidiary is located, including
without limitation, the Oil Pollution Act of 1990 ("OPA"), the Clean
Air Act, as amended, the Comprehensive Environmental, Response,
Compensation, and Liability Act of 1980 ("CERCLA"), as amended, the
Federal Water Pollution Control Act, as amended, the Occupational
Safety and Health Act of 1970, as amended, the Resource Conservation
and Recovery Act of 1976 ("RCRA"), as amended, the Safe Drinking Water
Act, as amended, the Toxic Substances Control Act, as amended, the
Superfund Amendments and Reauthorization Act of 1986, as amended, the
Hazardous Materials Transportation Act, as amended, and other
environmental

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<PAGE> 12
conservation or protection laws. The term "oil" shall have the
meaning specified in OPA, the terms "hazardous substance" and
"release" (or "threatened release") have the meanings specified in
CERCLA, and the terms "solid waste" and "disposal" (or "disposed")
have the meanings specified in RCRA; provided, however, that (i) in
the event either OPA, CERCLA or RCRA is amended so as to modify or to
broaden the meaning of any term defined thereby, such modified or
broader meaning shall apply subsequent to the effective date of such
amendment and (ii) to the extent the laws of the state in which any
Property of the Borrower or any Subsidiary is located establish a
meaning for "oil," "hazardous substance," "release," "solid waste" or
"disposal" which is modified or broader than that specified in either
OPA, CERCLA or RCRA, such modified or broader meaning shall apply.

"ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time and any successor statute.

"ERISA Affiliate" shall mean each trade or business (whether
or not incorporated) which together with the Borrower or any
Subsidiary would be deemed to be a "single employer" within the
meaning of section 4001(b)(1) of ERISA or subsections (b), (c), (m) or
(o) of section 414 of the Code.

"ERISA Event" shall mean (i) a "Reportable Event" described in
Section 4043(o) of ERISA and the regulations issued thereunder other
than an event described in paragraph (1) through (8) as to which the
30-day notice requirement has been waived by the PBGC, (ii) the
withdrawal of the Borrower, any Subsidiary or any ERISA Affiliate from
a Plan during a plan year in which it was a "substantial employer" as
defined in Section 4001(a)(2) of ERISA, (iii) the filing of a notice
of intent to terminate a Plan or the treatment of a Plan amendment as
a termination under Section 4041(c) of ERISA, (iv) the institution of
proceedings to terminate a Plan by the PBGC 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.

"Eurodollar Loans" shall mean Loans the interest rates on
which are determined on the basis of rates referred to in the
definition of "Fixed Eurodollar Rate".

"Event of Default" shall have the meaning assigned such term
in Section 10.01.

"Excepted Liens" shall mean: (i) Liens for taxes, assessments
or other governmental charges or levies not yet due or which are being
contested in good faith by appropriate action and for which adequate
reserves have been maintained; (ii) Liens in connection with workmen's
compensation, unemployment insurance or other social security, old age
pension or public liability obligations not yet due or which are being
contested in good faith by appropriate action and for which adequate

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<PAGE> 13
reserves have been maintained in accordance with GAAP; (iii)
operators', vendors', carriers', warehousemen's, repairmen's,
mechanics', workmen's, materialmen's, construction or other like Liens
arising by operation of law in the ordinary course of business or
statutory landlord's liens, each of which is in respect of obligations
that have not been past due more than 90 days or which are being
contested in good faith by appropriate proceedings and for which
adequate reserves have been maintained in accordance with GAAP; (iv)
encumbrances (other than to secure the payment of borrowed money or
the deferred purchase price of Property or services), easements,
restrictions, servitudes, permits, conditions, covenants, exceptions
or reservations in any rights of way or other Property of the Borrower
or any Subsidiary for the purpose of roads, pipelines, transmission
lines, transportation lines, distribution lines for the removal of
gas, oil, coal or other minerals or timber, and other like purposes,
or for the joint or common use of real estate, rights of way,
facilities and equipment, and defects, irregularities, zoning
restrictions and deficiencies in title of any rights of way or other
Property which in the aggregate do not materially impair the use of
such rights of way or other Property for the purposes of which such
rights of way and other Property are held by the Borrower or any
Subsidiary or materially impair the value of such Property subject
thereto; and (v) deposits of cash or securities to secure the
performance of bids, trade contracts, leases, statutory obligations
and other obligations of a like nature incurred in the ordinary course
of business.

"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

"Federal Funds Rate" shall mean, for any day, the rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
equal to the weighted average of the rates on overnight federal funds
transactions with a member of the Federal Reserve System arranged by
federal funds brokers on such day, as published by the Federal Reserve
Bank of New York on the Business Day next succeeding such day,
provided that (i) if the date for which such rate is to be determined
is not a Business Day, the Federal Funds Rate for such day shall be
such rate on such transactions on the next preceding Business Day as
so published on the next succeeding Business Day, and (ii) if such
rate is not so published for any day, the Federal Funds Rate for such
day shall be the average rate charged to the Agent on such day on such
transactions as determined by the Agent.

"Financial Statements" shall mean the financial statement or
statements of the Borrower and its Consolidated Subsidiaries described
or referred to in Section 7.02.

"Fixed Eurodollar Rate" shall mean, with respect to any
Eurodollar Loan, the rate per annum (rounded upwards, if necessary, to
the nearest 1/16 of 1%) quoted by the Agent at approximately 11:00
a.m. London time (or as soon thereafter as practicable) two (2)
Business Days prior to the first day of the Interest Period for such
Loan for the offering by the Agent to leading banks in the London
interbank market of Dollar deposits having a term comparable to such
Interest Period and in an

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<PAGE> 14
amount comparable to the principal amount of the Eurodollar Loan to be
made by the Lenders for such Interest Period.

"Fixed Rate" shall mean, with respect to any Eurodollar Loan,
a rate per annum (rounded upwards, if necessary, to the nearest 1/100
of 1%) determined by the Agent to be equal to the quotient of (i) the
Fixed Eurodollar Rate for such Loan for the Interest Period for such
Loan divided by (ii) 1 minus the Reserve Requirement for such Loan for
such Interest Period.

"Funded Debt" shall mean all obligations of such Person for
borrowed money or evidenced by bonds, debentures, notes or other
similar instruments (including principal, interest, fees and charges)
and all obligations under leases which shall have been or should have
been, in accordance with GAAP, recorded as capital leases in respect
of which such Person is liable (whether contingent or otherwise).

"GAAP" shall mean generally accepted accounting principles in
the United States of America in effect from time to time.

"Governmental Authority" shall include the country, the state,
county, city and political subdivisions in which any Person or such
Person's Property is located or which exercises valid jurisdiction
over any such Person or such Person's Property, and any court, agency,
department, commission, board, bureau or instrumentality of any of
them including monetary authorities which exercises valid jurisdiction
over any such Person or such Person's Property. Unless otherwise
specified, all references to Governmental Authority herein shall mean
a Governmental Authority having jurisdiction over, where applicable,
the Borrower, its Subsidiaries or any of their Property or the Agent,
any Lender or any Applicable Lending Office.

"Governmental Requirement" shall mean any law, statute, code,
ordinance, order, determination, rule, regulation, judgment, decree,
injunction, franchise, permit, certificate, license, authorization or
other directive or requirement (to the extent they have the force of
law), including, without limitation, Environmental Laws, energy
regulations and occupational, safety and health standards or controls,
of any Governmental Authority.

"Guarantor" shall mean each Subsidiary, including all
Subsidiaries created after the date hereof other than EMD-Foreign
Sales Corporation.

"Guaranty Agreement" shall mean an agreement executed by a
Guarantor in form and substance satisfactory to the Agent guarantying,
unconditionally, payment of the Indebtedness, as the same may be
amended, modified or supplemented from time to time.

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<PAGE> 15
"Hedging Agreements" shall mean any commodity, interest rate
or currency swap, rate cap, rate floor, rate collar, forward agreement
or other exchange or rate protection agreements or any option with
respect to any such transaction.

"Highest Lawful Rate" shall mean, with respect to each Lender,
the maximum nonusurious interest rate, if any, that at any time or
from time to time may be contracted for, taken, reserved, charged or
received on the Notes held by such Lender or on other Indebtedness
under laws applicable to such Lender which are presently in effect or,
to the extent allowed by law, under such applicable laws which may
hereafter be in effect and which allow a higher maximum nonusurious
interest rate than applicable laws now allow.

"Indebtedness" shall mean any and all amounts owing or to be
owing by the Borrower or any Subsidiary to the Agent and/or Lenders in
connection with the Loan Documents and the Letter of Credit
Agreements, and any Hedging Agreements now or hereafter arising
between the Borrower and any Lender and all renewals, extensions
and/or rearrangements of any of the above.

"Indebtedness Ratio" shall mean, as of the last day of any
fiscal quarter, the ratio of Funded Debt on such day divided by EBITDA
for the four fiscal quarters ending on such day.

"Indemnified Parties" shall have the meaning assigned such
term in Section 12.03(b).

"Indemnity Matters" shall mean any and all actions, suits,
proceedings (including any investigations, litigation or inquiries),
claims, demands and causes of action made or threatened against a
Person and, in connection therewith, all losses, liabilities, damages
(including, without limitation, consequential damages) or reasonable
costs and expenses of any kind or nature whatsoever incurred by such
Person whether caused by the sole or concurrent negligence of such
Person seeking indemnification.

"Initial Funding" shall mean the funding of the initial Loans
or issuance of the initial Letters of Credit pursuant to Section 6.01
hereof.

"Interest Period" shall mean, with respect to any Eurodollar
Loan, the period commencing on the date such Eurodollar Loan is made
and ending on the numerically corresponding day in the first, second,
third or sixth calendar month thereafter, as the Borrower may select
as provided in Section 2.02 (or such shorter or longer period as may
be requested by the Borrower and agreed to by the Majority Lenders),
except that each Interest Period which commences on the last Business
Day of a calendar month (or on any day for which there is no
numerically corresponding day in the appropriate subsequent calendar
month) shall end on the last Business Day of the appropriate
subsequent calendar month.

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<PAGE> 16
Notwithstanding the foregoing: (i) no Interest Period may
commence before and end after the Termination Date; (ii) no Interest
Period for any Eurodollar Loan may end after the due date of any
installment, if any, provided for in Section 3.01 hereof to the extent
that such Eurodollar Loan would need to be prepaid prior to the end of
such Interest Period in order for such installment to be paid when
due; (iii) each Interest Period which would otherwise end on a day
which is not a Business Day shall end on the next succeeding Business
Day (or, if such next succeeding Business Day falls in the next
succeeding calendar month, on the next preceding Business Day); and
(iv) no Interest Period shall have a duration of less than one month
and, if the Interest Period for any Eurodollar Loans would otherwise
be for a shorter period, such Loans shall not be available hereunder.

"LC Commitment" at any time (except as otherwise provided in
Section 2.01(b) hereof) shall mean $15,000,000.

"LC Exposure" at any time shall mean the difference between
(i) aggregate face amount of all undrawn and uncancelled Letters of
Credit and the aggregate of all amounts drawn under all Letters of
Credit and not yet reimbursed, minus (ii) the aggregate amount of all
cash securing outstanding Letters of Credit pursuant to Section
2.09(b).

"Letter of Credit Agreements" shall mean the written
agreements with the Agent, as issuing lender for any Letter of Credit,
executed or hereafter executed in connection with the issuance by the
Agent of the Letters of Credit, such agreements to be on the Agent's
customary form for letters of credit of comparable amount and purpose
as from time to time in effect or as otherwise agreed to by the
Borrower and the Agent.

"Letters of Credit" shall mean the letters of credit issued
pursuant to Section 2.01(b), and "Letter of Credit" shall mean any one
of the Letters of Credit.

"Lien" shall mean any interest in Property securing an
obligation owed to, or a claim by, a Person other than the owner of
the Property, whether such interest is based on the common law,
statute or contract, and whether such obligation or claim is fixed or
contingent, and including but not limited to the lien or security
interest arising from a mortgage, encumbrance, pledge, security
agreement, conditional sale or trust receipt or a lease, consignment
or bailment for security purposes. For the purposes of this
Agreement, the Borrower or any Subsidiary shall be deemed to be the
owner of any Property which it has acquired or holds subject to a
conditional sale agreement, or leases under a financing lease or other
arrangement pursuant to which title to the Property has been retained
by or vested in some other Person in a transaction intended to create
a financing.

"Loan Documents" shall mean this Agreement and the Notes.

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<PAGE> 17
"Loans" shall mean the loans as provided for by Section
2.01(a).

"Majority Lenders" shall mean, at any time while no Loans are
outstanding, Lenders having at least sixty-six and two-thirds percent
(66-2/3%) of the Aggregate Commitments and, at any time while Loans
are outstanding, Lenders holding at least sixty-six and two-thirds
percent (66-2/3%) of the outstanding aggregate principal amount of the
Loans (without regard to any sale by a Lender of a participation in
any Loan under Section 12.06(c)).

"Material Adverse Effect" shall mean any material and adverse
effect on (i) the assets, liabilities, financial condition, business
or operations of the Borrower and its Subsidiaries taken as a whole
different from those reflected in the Financial Statements or from the
facts represented or warranted in this Agreement or any Security
Instrument, or (ii) the ability of the Borrower and its Subsidiaries
taken as a whole to carry out their business as at the Closing Date or
as proposed as of the Closing Date to be conducted or meet their
obligations under the Loan Documents on a timely basis.

"Maximum Credit Amount" shall mean, as to each Lender, the
amount set forth opposite such Lender's name on Annex 1 under the
caption "Maximum Credit Amounts" (as the same may be reduced pursuant
to Section 2.03(b) hereof pro rata to each Lender based on its
Percentage Share) as modified from time to time to reflect any
assignments permitted by Section 12.06(b).

"Multiemployer Plan" shall mean a Plan defined as such in
Section 3(37) or 4001(a)(3) of ERISA.

"Notes" shall mean the Notes provided for by Section 2.06,
together with any and all renewals, extensions for any period,
increases, rearrangements, substitutions or modifications thereof.

"Other Taxes" shall have the meaning assigned such term in
Section 4.06(b).

"PBGC" shall mean the Pension Benefit Guaranty Corporation or
any entity succeeding to any or all of its functions.

"Percentage Share" shall mean the percentage of the Aggregate
Commitments to be provided by a Lender under this Agreement as
indicated on Annex 1 hereto, as modified from time to time to reflect
any assignments permitted by Section 12.06(b).

"Person" shall mean any individual, corporation, company,
voluntary association, partnership, joint venture, trust,
unincorporated organization or government or any agency,
instrumentality or political subdivision thereof, or any other form of
entity.

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<PAGE> 18
"Plan" shall mean any employee pension benefit plan, as
defined in Section 3(2) of ERISA, which (i) is currently or hereafter
sponsored, maintained or contributed to by the Borrower, any
Subsidiary or an ERISA Affiliate or (ii) was at any time during the
preceding six calendar years sponsored, maintained or contributed to,
by the Borrower, any Subsidiary or an ERISA Affiliate.

"Post-Default Rate" shall mean, in respect of any principal of
any Loan or any other amount payable by the Borrower under this
Agreement or any Note which is not paid when due (whether at stated
maturity, by acceleration or otherwise), a rate per annum during the
period commencing on the due date until such amount is paid in full or
the default is cured or waived equal to 2% per annum above the Base
Rate as in effect from time to time plus the Applicable Margin (if
any), but in no event to exceed the Highest Lawful Rate provided that,
if such amount in default is principal of a Eurodollar Loan, the
"Post-Default Rate" for such principal shall be, for the period
commencing on the due date and ending on the last day of the Interest
Period therefor, 2% per annum above the interest rate for such Loan as
provided in Section 3.02, but in no event to exceed the Highest Lawful
Rate.

"Prime Rate" shall mean the rate of interest from time to time
announced publicly by the Agent at the Principal Office as its prime
commercial lending rate. Such rate is set by the Agent as a general
reference rate of interest, taking into account such factors as the
Agent may deem appropriate, it being understood that many of the
Agent's commercial or other loans are priced in relation to such rate,
that it is not necessarily the lowest or best rate actually charged to
any customer and that the Agent may make various commercial or other
loans at rates of interest having no relationship to such rate.

"Principal Office" shall mean the principal office of the
Agent, presently located at 712 Main Street, Houston, Texas 77002.

"Property" shall mean any interest in any kind of property or
asset, whether real, personal or mixed, or tangible or intangible.

"Quarterly Dates" shall mean the last day of each March 31,
June 30, September 30, and December 31, in each year, the first of
which shall be September 30; provided, however, that if any such day
is not a Business Day, such Quarterly Date shall be the next
succeeding Business Day.

"Regulation D" shall mean Regulation D of the Board of
Governors of the Federal Reserve System (or any successor), as the
same may be amended or supplemented from time to time.

"Regulatory Change" shall mean, with respect to any Lender,
any change after the Closing Date in any Governmental Requirement
(including Regulation D) or the adoption or making after such date of
any interpretations, directives or requests

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<PAGE> 19
applying to a class of lenders (including such Lender or its
Applicable Lending Office) of or under any Governmental Requirement
(whether or not having the force of law) by any Governmental Authority
charged with the interpretation or administration thereof.

"Required Payment" shall have the meaning assigned such term
in Section 4.04.

"Reserve Requirement" shall mean, for any Interest Period for
any Eurodollar Loan, the average maximum rate at which reserves
(including any marginal, supplemental or emergency reserves) are
required to be maintained during such Interest Period under Regulation
D by member banks of the Federal Reserve System in New York City with
deposits exceeding one billion Dollars against "Eurocurrency
liabilities" (as such term is used in Regulation D). Without limiting
the effect of the foregoing, the Reserve Requirement shall reflect any
other reserves required to be maintained by such member banks by
reason of any Regulatory Change against (i) any category of
liabilities which includes deposits by reference to which the Fixed
Eurodollar Rate for Eurodollar Loans is to be determined as provided
in the definition of "Fixed Eurodollar Rate" or (ii) any category of
extensions of credit or other assets which include a Eurodollar Loan.

"Responsible Officer" shall mean, as to any Person, the Chief
Executive Officer, the President or any Vice President of such Person
and, with respect to financial matters, the term "Responsible Officer"
shall include the Chief Financial Officer of such Person. Unless
otherwise specified, all references to a Responsible Officer herein
shall mean a Responsible Officer of the Borrower.

"Restricted Payment" shall mean (i) the declaration of any
dividend on, or the incurrence of any liability to make any other
payment or distribution in respect of, capital stock (other than
payment of distribution, or incurrence of a liability therefor to the
extent payable among the affiliated companies or in capital stock) or
(ii) distribution on account of the purchase, redemption or other
retirement of any such capital stock (other than any payment,
redemption or retirement among Affiliates or in capital stock).

"SEC" shall mean the Securities and Exchange Commission or any
successor Governmental Authority.

"Senior Notes" shall mean those certain Senior Notes due July
30, 2006 in the aggregate principal amount of $30,000,000, to be
issued by the Borrower pursuant to the Borrower's Note Purchase
Agreement dated as of July 30, 1996, a true copy of which has been
delivered to the Agent by the Borrower.

"Subsidiary" shall mean any corporation of which at least a
majority of the outstanding shares of stock having by the terms
thereof ordinary voting power to

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elect a majority of the board of directors of such corporation
(irrespective of whether or not at the time stock of any other class
or classes of such corporation shall have or might have voting power
by reason of the happening of any contingency) is at the time directly
or indirectly owned or controlled by the Borrower or one or more of
its Subsidiaries or by the Borrower and one or more of its
Subsidiaries.

"Tangible Assets" shall mean the consolidated total assets of
the Borrower and its Consolidated Subsidiaries less intangible assets
including, without limitation, goodwill, research and development
costs, trademarks, trade names, patents, franchises, copyrights,
licenses, experimental or organizational expense, unamortized debt
discount and expense carried as an asset.

"Taxes" shall have the meaning assigned such term in Section
4.06(a).

"Termination Date" shall mean, unless the Commitment is sooner
terminated pursuant to Sections 2.03(b) or 10.02 hereof, July 31,
2000.

"20% Rule Exception" shall mean an account debtor nominated at
any time by the Borrower in writing to the Agent to be an exception to
the 20% Rule with regard to Eligible Accounts, and as to which the
Agent can revoke the exception at any time in the event that a
material adverse change occurs in the business, payment performance or
financial condition of such account debtor, by written notice thereof
to the Borrower which notice shall be effective immediately upon
receipt thereof.

"Type" shall mean, with respect to any Loan, a Base Rate Loan
or a Eurodollar Loan.

"Voting Stock" of a Person shall mean all classes of capital
stock or other equity interests of such Person normally entitled
(without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof.

"Wholly-Owned Subsidiary" shall mean, as to the Borrower, any
Subsidiary of which all of the outstanding shares of stock having by
the terms thereof ordinary voting power to elect the board of
directors of such corporation, other than directors' qualifying
shares, are owned or controlled by the Borrower or one or more of the
Wholly-Owned Subsidiaries or by the Borrower and one or more of the
Wholly-Owned Subsidiaries.

Section 1.03 Accounting Terms and Determinations. Unless
otherwise specified herein, all accounting terms used herein shall be
interpreted, all determinations with respect to accounting matters hereunder
shall be made, and all financial statements and certificates and reports as to
financial matters required to be furnished to the Agent or the Lenders
hereunder shall be prepared, in accordance with GAAP, applied on a basis
consistent with the audited financial

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<PAGE> 21
statements of the Borrower referred to in Section 7.02 (except for changes
concurred with by the Borrower's independent public accountants).

ARTICLE II

COMMITMENTS

Section 2.01 Loans and Letters of Credit.

(a) Loans. Each Lender severally agrees, on the terms of
this Agreement, to make Loans to the Borrower during the period from and
including (i) the Closing Date or (ii) such later date that such Lender becomes
a party to this Agreement as provided in Section 12.06(b), to and up to, but
excluding, the Termination Date in an aggregate principal amount at any one
time outstanding up to but not exceeding the amount of such Lender's Commitment
as then in effect; provided, however, that the aggregate principal amount of
all such Loans by all Lenders hereunder at any one time outstanding together
with the LC Exposure shall not exceed the Aggregate Commitments. Subject to
the terms of this Agreement, during the period from the Closing Date to and up
to, but excluding, the Termination Date, the Borrower may borrow, repay and
reborrow the amount described in this Section 2.01(a).

(b) Letters of Credit. During the period from and
including the Closing Date to but excluding the Termination Date, the Agent, as
issuing bank for the Lenders, agrees to extend credit for the account of the
Borrower at any time and from time to time by issuing renewing, extending or
reissuing Letters of Credit; provided however, the LC Exposure at any one time
outstanding shall not exceed the lesser of (i) the LC Commitment or (ii) the
Aggregate Commitments, as then in effect, minus the aggregate principal amount
of all Loans then outstanding. The Lenders shall participate in such Letters
of Credit according to their respective Percentage Shares.

(c) Limitation on Types of Loans. Subject to the other
terms and provisions of this Agreement, at the option of the Borrower, the
Loans may be Base Rate Loans or Eurodollar Loans; provided that, without the
prior written consent of the Majority Lenders, no more than five (5) Eurodollar
Loans may be outstanding at any time.

Section 2.02 Borrowings, Continuations and Conversions,
Letters of Credit.

(a) Borrowings. The Borrower shall give the Agent (which
shall promptly notify the Lenders) advance notice as hereinafter provided of
each borrowing hereunder, which shall specify the aggregate amount of such
borrowing, the Type and the date (which shall be a Business Day) of the Loans
to be borrowed and (in the case of Eurodollar Loans) the duration of the
Interest Period therefor. Notwithstanding the foregoing, upon request of
Borrower and at Agent's sole option, the duration of the Interest Period for a
Eurodollar Loan may be thirty (30) days or less.

(b) Minimum Amounts. All Base Rate Loan borrowings shall
be in amounts of at least $100,000 or the remaining balance of the Aggregate
Commitments, if less, or any whole

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multiple of $100,000 in excess thereof, and all Eurodollar Loans shall be in
amounts of at least $1,000,000 or any whole multiple of $100,000 in excess
thereof.

(c) Notices. All borrowings, continuations and
conversions shall require advance written notice to the Agent (which shall
promptly notify the Lenders) in the form of Exhibit B hereto (or telephonic
notice promptly confirmed by such a written notice), which in each case shall
be irrevocable, from the Borrower to be received by the Agent not later than
11:00 a.m. Houston, Texas time on the date of each Base Rate Loan borrowing and
three Business Days prior to the date of each Eurodollar Loan borrowing,
continuation or conversion. Without in any way limiting the Borrower's
obligation to confirm in writing any telephonic notice, the Agent may act
without liability upon the basis of telephonic notice believed by the Agent in
good faith to be from the Borrower prior to receipt of written confirmation.
In each such case, the Borrower hereby waives the right to dispute the Agent's
record of the terms of such telephonic notice except in the case of gross
negligence or willful misconduct by the Agent.

(d) Continuation Options. Subject to the provisions made
in this Section 2.02(d), the Borrower may elect to continue all or any part of
any Eurodollar Loan beyond the expiration of the then current Interest Period
relating thereto by giving advance notice as provided in Section 2.02(c) to the
Agent (which shall promptly notify the Lenders) of such election, specifying
the amount of such Loan to be continued and the Interest Period therefor. In
the absence of such a timely and proper election, the Borrower shall be deemed
to have elected to convert such Eurodollar Loan to a Base Rate Loan pursuant to
Section 2.02(e). All or any part of any Eurodollar Loan may be continued as
provided herein, provided that (i) any continuation of any such Loan shall be
(as to each Loan as continued for an applicable Interest Period) in amounts of
at least $1,000,000 or any whole multiple of $100,000 in excess thereof and
(ii) no Event of Default shall have occurred and be continuing. If an Event of
Default shall have occurred and be continuing, each Eurodollar Loan shall be
converted to a Base Rate Loan on the last day of the Interest Period applicable
thereto.

(e) Conversion Options. The Borrower may elect to
convert all or any part of any Eurodollar Loan on the last day of the then
current Interest Period relating thereto to a Base Rate Loan by giving advance
notice to the Agent (which shall promptly notify the Lenders) of such election.
Subject to the provisions made in this Section 2.02(e), the Borrower may elect
to convert all or any part of any Base Rate Loan at any time and from time to
time to a Eurodollar Loan by giving advance notice as provided in Section
2.02(c) to the Agent (which shall promptly notify the Lenders) of such
election. All or any part of any outstanding Loan may be converted as provided
herein, provided that (i) any conversion of any Base Rate Loan into a
Eurodollar Loan shall be (as to each such Loan into which there is a conversion
for an applicable Interest Period) in amounts of at least $1,000,000 or any
whole multiple of $100,000 in excess thereof and (ii) no Event of Default shall
have occurred and be continuing. If an Event of Default shall have occurred
and be continuing, no Base Rate Loan may be converted into a Eurodollar Loan.

(f) Advances. Not later than 11:00 a.m. Houston, Texas,
time on the date specified for each borrowing hereunder, each Lender shall make
available the amount of the Loan to be made by it on such date to the Agent, to
an account which the Agent shall specify, in immediately available funds, for
the account of the Borrower. The amounts so received by the

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Agent shall, subject to the terms and conditions of this Agreement, be made
available to the Borrower by depositing the same, in immediately available
funds, in an account of the Borrower, designated by the Borrower and maintained
at the Principal Office.

(g) Letters of Credit. The Borrower shall give the Agent
(which shall promptly notify the Lenders of such request and their Percentage
Share of such Letter of Credit) advance notice to be received by the Agent not
later than 11:00 a.m., Houston, Texas, time not less than three (3) Business
Days prior thereto of each request for the issuance and at least ten (10)
Business Days prior to the date of the renewal or extension of a Letter of
Credit hereunder which request shall specify the amount of such Letter of
Credit, the date (which shall be a Business Day) such Letter of Credit is to be
issued, renewed or extended, the duration thereof, the name and address of the
beneficiary thereof, the form of the Letter of Credit and such other
information as the Agent may reasonably request all of which shall be
reasonably satisfactory to the Agent. Subject to the terms and conditions of
this Agreement, on the date specified for the issuance, renewal or extension of
a Letter of Credit, the Agent shall issue such Letter of Credit to the
beneficiary thereof.

In conjunction with the issuance of each Letter of Credit, the
Borrower, shall execute a Letter of Credit Agreement. In the event of any
conflict or inconsistency between any provision of a Letter of Credit Agreement
and this Agreement, the Borrower, the Agent and the Lenders hereby agree that
the provisions of this Agreement shall govern.

The Agent will send to the Borrower and each Lender, immediately upon
issuance of any Letter of Credit, or an amendment thereto, a true and complete
copy of such Letter of Credit, or such amendment thereto.

Section 2.03 Changes of Commitments.

(a) The Aggregate Commitments shall at all times be equal
to the lesser of (i) the Aggregate Maximum Credit Amounts after adjustments
resulting from reductions pursuant to Section 2.03(b) hereof or (ii) the
Borrowing Base as determined from time to time.

(b) The Borrower shall have the right to terminate or to
reduce the amount of the Aggregate Maximum Credit Amounts at any time or from
time to time upon not less than three (3) Business Days' prior notice to the
Agent (which shall promptly notify the Lenders) of each such termination or
reduction, which notice shall specify the effective date thereof and the amount
of any such reduction (which shall not be less than $1,000,000 or any whole
multiple of $1,000,000 in excess thereof) and shall be irrevocable and
effective only upon receipt by the Agent.

Section 2.04 Fees.

(a) The Borrower shall pay to the Agent for the account
of each Lender a commitment fee on the daily average unused amount of the
Aggregate Commitments for the period

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from and including the Closing Date up to but excluding the earlier of the date
the Aggregate Commitments are terminated or the Termination Date at a rate per
annum equal to 1/4 of 1%. Accrued commitment fees shall be payable quarterly
in arrears on each Quarterly Date and on the earlier of the date the Aggregate
Commitments are terminated or the Termination Date.

(b) The Borrower agrees to pay the Agent, for the account
of each Lender, commissions for issuing the Letters of Credit on the daily
average outstanding of the maximum liability of the Agent existing from time to
time under such Letter of Credit (calculated separately for each Letter of
Credit) at the rate of 1% per annum, provided that each Letter of Credit shall
bear a minimum commission of $500 and that each Letter of Credit shall be
deemed to be outstanding up to the full face amount of the Letter of Credit
until the Agent has received the canceled Letter of Credit or a written
cancellation of the Letter of Credit from the beneficiary of such Letter of
Credit in form and substance acceptable to the Agent, or for any reductions in
the amount of the Letter of Credit (other than from a drawing), written
notification from the Borrower. Such commissions are payable in advance at
issuance of the Letter of Credit.

(c) The Agent, for its own account, shall retain 1/8th of
1% as an issuing fee and pay to the Lenders pro rata 7/8th of 1%.

(d) Upon each drawing of any Letter of Credit, the
Borrower shall pay to the Agent for its own account a negotiation fee of 1/8%
of the amount of the Letter of Credit; provided that such fee shall not be a
condition to any drawing.

(e) Upon each amendment of any Letter of Credit, the
Borrower shall pay the sum of 1/8% of the amount of the Letter of Credit to the
Agent for its own account.

Section 2.05 Several Obligations. The failure of any Lender
to make any Loan to be made by it or to provide funds for disbursements or
reimbursements under Letters of Credit on the date specified therefor shall not
relieve any other Lender of its obligation to make its Loan or provide funds on
such date, but no Lender shall be responsible for the failure of any other
Lender to make a Loan to be made by such other Lender or to provide funds to be
provided by such other Lender.

Section 2.06 Notes. The Loans made by each Lender shall be
evidenced by a single promissory note of the Borrower in substantially the form
of Exhibit A hereto, dated (i) the Closing Date or (ii) the effective date of
an Assignment pursuant to Section 12.06(b), payable to the order of such Lender
in a principal amount equal to its Maximum Credit Amount as originally in
effect and otherwise duly completed and such substitute Notes as required by
Section 12.06(b). The date, amount, Type, interest rate and Interest Period of
each Loan made by each Lender, and all payments made on account of the
principal thereof, shall be recorded by such Lender on its books for its Note.
Such records shall be deemed conclusive absent manifest error.

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Section 2.07 Prepayments.

(a) The Borrower may prepay the Base Rate Loans upon
notice to the Agent (which shall promptly notify the Lenders) not later than
11:00 a.m. Houston, Texas time on the date of such prepayment, which notice
shall specify the prepayment date (which shall be a Business Day) and the
amount of the prepayment (which shall be at least $100,000 or the remaining
aggregate principal balance outstanding on the Notes) and shall be irrevocable
and effective only upon receipt by the Agent, provided that interest on the
principal prepaid, accrued to the prepayment date, shall be paid on the
prepayment date. Subject to the provisions of Section 5.05 hereof, the
Borrower may prepay any Eurodollar Loans prior to the end of an Interest Period
upon not less than one (1) Business Day's prior notice to the Agent (which
shall promptly notify the Lenders) which notice shall specify the prepayment
date, which shall be a Business Day.

(b) If, after giving effect to any termination or
reduction of the Aggregate Maximum Credit Amounts pursuant to Section 2.03(b),
the outstanding aggregate principal amount of the Loans plus the LC Exposure
exceeds the Aggregate Maximum Credit Amounts, the Borrower shall (i) prepay the
Loans on the date of such termination or reduction in an aggregate principal
amount equal to the excess, together with interest on the principal amount paid
accrued to the date of such prepayment and (ii) if any excess remains after
prepaying all of the Loans, pay to the Agent on behalf of the Lenders an amount
equal to the excess to be held as cash collateral as provided in Section
2.09(b) hereof.

(c) Upon any redetermination of the amount of the
Borrowing Base, if the redetermined Borrowing Base is less than the aggregate
outstanding principal amount of the Loans plus the LC Exposure, then the
Borrower shall within thirty (30) days of receipt of written notice thereof:
(i) prepay the Loans in an aggregate principal amount equal to such excess,
together with interest on the principal amount paid accrued to the date of such
prepayment and (ii) if a Borrowing Base deficiency remains after prepaying all
of the Loans because of LC Exposure, the Borrower shall pay to the Agent on
behalf of the Lenders an amount equal to such Borrowing Base deficiency to be
held as cash collateral as provided in Section 2.09(b) hereof.

(d) Prepayments permitted or required under this Section
2.07 shall be without premium or penalty, except as required under Section 5.05
for prepayment of Eurodollar Loans. Any prepayment may be reborrowed subject
to the then effective Aggregate Commitments.

Section 2.08 Assumption of Risks. The Borrower assumes all
risks of the acts or omissions of any beneficiary of any Letter of Credit or
any transferee thereof with respect to its use of such Letter of Credit.
Neither the Agent (except in the case of willful misconduct or bad faith on the
part of the Agent or any of its employees), its correspondents nor any Lender
shall be responsible for the validity or genuineness of certificates or other
documents or any endorsements thereon, even if such certificates or other
documents should in fact prove to be invalid, fraudulent or forged; for errors,
omissions, interruptions or delays in transmissions or delivery of any messages
by mail, telex, or otherwise, whether or not they be in code; for errors in
translation or for errors in interpretation of technical terms; the validity or
sufficiency of any instrument transferring or assigning or purporting to
transfer or assign any Letter of Credit or the rights or benefits thereunder or
proceeds

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<PAGE> 26
thereof, in whole or in part, which may prove to be invalid or ineffective for
any reason; or for any other consequences arising from causes beyond the
Agent's control or the control of the Agent's correspondents. In addition,
neither the Agent nor any Lender shall be responsible for any error, neglect,
or default of any of the Agent's correspondents; and none of the above shall
affect, impair or prevent the vesting of any of the Agent's or any Lender's
rights or powers hereunder or under the Letter of Credit Agreements, all of
which rights shall be cumulative. The Agent and its correspondents may accept
certificates or other documents that appear on their face to be in order,
without responsibility for further investigation of any matter contained
therein regardless of any notice or information to the contrary. In
furtherance and not in limitation of the foregoing provisions, the Borrower
agrees that any action, inaction or omission taken or not taken by the Agent or
by any correspondent for the Agent in good faith in connection with any Letter
of Credit, or any related drafts, certificates, documents or instruments, shall
be binding on the Borrower and shall not put the Agent or its correspondents
under any resulting liability to the Borrower.

Section 2.09 Obligation to Reimburse and to Prepay.

(a) If a disbursement by the Agent is made under any
Letter of Credit, the Borrower shall pay to the Agent within two (2) Business
Days after notice of any such disbursement is received by the Borrower, the
amount of each such disbursement made by the Agent under the Letter of Credit
(if such payment is not sooner effected as may be required under this Section
2.09 or under other provisions of the Letter of Credit), together with interest
on the amount disbursed from and including the date of disbursement until
payment in full of such disbursed amount at a varying rate per annum equal to
(i) the then applicable interest rate for Base Rate Loans through the second
Business Day after notice of such disbursement is received by the Borrower and
(ii) thereafter, the Post-Default Rate for Base Rate Loans (but in no event to
exceed the Highest Lawful Rate) for the period from and including the third
Business Day following the date of such disbursement to and including the date
of repayment in full of such disbursed amount. The obligations of the Borrower
under this Agreement with respect to each Letter of Credit shall be absolute,
unconditional and irrevocable and shall be paid or performed strictly in
accordance with the terms of this Agreement under all circumstances whatsoever,
including, without limitation, but only to the fullest extent permitted by
applicable law, the following circumstances: (i) any lack of validity or
enforceability of this Agreement or any Letter of Credit; (ii) any amendment or
waiver of (including any default), or any consent to departure from this
Agreement (except to the extent permitted by any amendment or waiver) or any
Letter of Credit; (iii) the existence of any claim, set-off, defense or other
rights which the Borrower may have at any time against the beneficiary of any
Letter of Credit or any transferee of any Letter of Credit (or any Persons for
whom any such beneficiary or any such transferee may be acting), the Agent, any
Lender or any other Person, whether in connection with this Agreement, any
Letter of Credit, the transactions contemplated hereby or any unrelated
transaction; (iv) any statement, certificate, draft, notice or any other
document presented under any Letter of Credit proves to have been forged,
fraudulent or invalid in any respect or any statement therein proves to have
been untrue or inaccurate in any respect whatsoever; and (v) payment by the
Agent under any Letter of Credit against presentation of a draft or certificate
which appears on its face to comply, but does not comply, with the terms of
such Letter of Credit.

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Notwithstanding anything in this Agreement to the contrary, the Borrower will
not be liable for payment or performance that results from the gross negligence
or willful misconduct of the Agent, except (i) where the Borrower or any
Subsidiary actually recovers the proceeds for itself or the Agent of any
payment made by the Agent in connection with such gross negligence or willful
misconduct or (ii) in cases where the Agent makes payment to the named
beneficiary of a Letter of Credit.

(b) Upon the maturity of the Notes, whether by
acceleration or otherwise, an amount equal to the LC Exposure shall be deemed
to be forthwith due and owing by the Borrower to the Agent and the Lenders as
of the date of any such occurrence; and the Borrower's obligation to pay such
amount shall be absolute and unconditional, without regard to whether any
beneficiary of any such Letter of Credit has attempted to draw down all or a
portion of such amount under the terms of a Letter of Credit, and, to the
fullest extent permitted by applicable law, shall not be subject to any defense
or be affected by a right of set-off, counterclaim or recoupment which the
Borrower may now or hereafter have against any such beneficiary, the Agent, the
Lenders or any other Person for any reason whatsoever. Such payments shall be
held by the Agent on behalf of the Lenders as cash collateral securing the LC
Exposure in an account or accounts at the Principal Office; and the Borrower
hereby grants to and by its deposit with the Agent grants to the Agent a
security interest in such cash collateral. In the event of any such payment by
the Borrower of amounts contingently owing under outstanding Letters of Credit
and in the event that thereafter drafts or other demands for payment complying
with the terms of such Letters of Credit are not made prior to the respective
expiration dates thereof, the Agent agrees, if no Event of Default has occurred
and is continuing or if no other amounts are outstanding under this Agreement
or the Notes to remit to the Borrower amounts for which the contingent
obligations evidenced by the Letters of Credit have ceased.

(c) Each Lender severally and unconditionally agrees that
it shall promptly reimburse the Agent an amount equal to such Lender's
Percentage Share of any disbursement made by the Agent under any Letter of
Credit that is not reimbursed according to this Section 2.09.

Section 2.10 Lending Offices. The Loans of each Type made by
each Lender shall be made and maintained at such Lender's Applicable Lending
Office for Loans of such Type.

ARTICLE III

PAYMENTS OF PRINCIPAL AND INTEREST

Section 3.01 Repayment of Loans. The Borrower will pay to
the Agent, for the account of each Lender, the principal payments required by
this Section 3.01. On the Termination Date the Borrower shall repay the
outstanding aggregate principal and accrued and unpaid interest under the
Notes.

Section 3.02 Interest. The Borrower will pay to the Agent,
for account of each Lender, interest on the unpaid principal amount of each
Loan made by such Lender for the period commencing on the date such Loan is
made to but excluding the date such Loan shall be paid in full, at the
following rates per annum:

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<PAGE> 28
(i) if such a Loan is a Base Rate Loan, the Base Rate (as
in effect from time to time) plus the Applicable Margin, but in no
event to exceed the Highest Lawful Rate; and

(ii) if such a Loan is a Eurodollar Loan, for each
Interest Period relating thereto, the Fixed Rate for such Loan plus
the Applicable Margin, but in no event to exceed the Highest Lawful
Rate.

Notwithstanding the foregoing, the Borrower will pay to the Agent, for the
account of each Lender interest at the applicable Post-Default Rate on any
principal of any Loan made by such Lender, and (to the fullest extent permitted
by law) on any other amount payable by the Borrower hereunder, under any
Security Instrument or under any Note held by such Lender to or for account of
such Lender, which shall not be paid in full when due (whether at stated
maturity, by acceleration or otherwise), for the period commencing on the due
date thereof until the same is paid in full.

Accrued interest on Base Rate Loans shall be payable on each Quarterly
Date commencing on June 30, 1996, and accrued interest on each Eurodollar Loan
shall be payable on the last day of the Interest Period therefor and, if such
Interest Period is longer than three months at three-month intervals following
the first day of such Interest Period, except that interest payable at the
Post-Default Rate shall be payable from time to time on demand and interest on
any Eurodollar Loan that is converted into a Base Rate Loan (pursuant to
Section 5.04) shall be payable on the date of conversion (but only to the
extent so converted).

Promptly after the determination of any interest rate provided for
herein or any change therein, the Agent shall notify the Lenders to which such
interest is payable and the Borrower thereof. Each determination by the Agent
of an interest rate or fee hereunder shall, except in cases of manifest error,
be final, conclusive and binding on the parties.

ARTICLE IV

PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.

Section 4.01 Payments. Except to the extent otherwise
provided herein, all payments of principal, interest and other amounts to be
made by the Borrower under this Agreement , the Notes and the Letter of Credit
Agreements shall be made in Dollars, in immediately available funds, to the
Agent at such account as the Agent shall specify by notice to the Borrower from
time to time, not later than 12:00 p.m. Houston, Texas time on the date on
which such payments shall become due (each such payment made after such time on
such due date to be deemed to have been made on the next succeeding Business
Day). Such payments shall be made without (to the fullest extent permitted by
applicable law) defense, set-off or counterclaim. Each payment received by the
Agent under this Agreement or any Note for account of a Lender shall be paid
promptly to such Lender in immediately available funds. If the due date of any
payment under this Agreement or any Note would otherwise fall on a day which is
not a Business Day such date shall be extended to the next succeeding Business
Day and interest shall be payable for any principal so extended for the period

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of such extension. At the time of each payment to the Agent of any principal
of or interest on any borrowing, the Borrower shall notify the Agent of the
Loans to which such payment shall apply. In the absence of such notice the
Agent may specify the Loans to which such payment shall apply, but to the
extent possible such payment or prepayment will be applied first to the Loans
comprised of Base Rate Loans.

Section 4.02 Pro Rata Treatment. Except to the extent
otherwise provided herein each Lender agrees that: (i) each borrowing from the
Lenders under Section 2.01 shall be made from the Lenders pro rata in
accordance with their Percentage Share, each payment of fees under Section
2.04(a) and Section 2.04(b) shall be made for account of the Lenders pro rata
in accordance with their Percentage Share, and each termination or reduction of
the amount of the Aggregate Maximum Credit Amounts under Section 2.03(b) shall
be applied to the Commitment of each Lender, pro rata according to the amounts
of its respective Commitment; (ii) each payment of principal of Loans by the
Borrower shall be made for account of the Lenders pro rata in accordance with
the respective unpaid principal amount of the Loans held by the Lenders; (iii)
each payment of interest on Loans by the Borrower shall be made for account of
the Lenders pro rata in accordance with the amounts of interest due and payable
to the respective Lenders; and (iv) each reimbursement by the Borrower of
disbursements under Letters of Credit shall be made for account of the Agent
or, if funded by the Lenders, pro rata for the account of the Lenders, in
accordance with the amounts of reimbursement obligations due and payable to
each respective Lender.

Section 4.03 Computations. Interest on Eurodollar Loans
shall be computed on the basis of a year of 360 days and actual days elapsed
(including the first day but excluding the last day) occurring in the period
for which such interest is payable, unless such calculation would exceed the
Highest Lawful Rate, in which case interest shall be calculated on the per
annum basis of a year of 365 or 366 days, as the case may be. Interest on Base
Rate Loans and fees shall be computed on the basis of a year of 365 or 366
days, as the case may be, and actual days elapsed (including the first day but
excluding the last day) occurring in the period for which such interest is
payable.

Section 4.04 Non-receipt of Funds by the Agent. Unless the
Agent shall have been notified by a Lender or the Borrower prior to the date on
which such notifying party is scheduled to make payment to the Agent (in the
case of a Lender) of the proceeds of a Loan or a payment under a Letter of
Credit to be made by it hereunder or (in the case of the Borrower) a payment to
the Agent for account of one or more of the Lenders hereunder (such payment
being herein called the "Required Payment"), which notice shall be effective
upon receipt, that it does not intend to make the Required Payment to the
Agent, the Agent may assume that the Required Payment has been made and may, in
reliance upon such assumption (but shall not be required to), make the amount
thereof available to the intended recipient(s) on such date and, if such Lender
or the Borrower (as the case may be) has not in fact made the Required Payment
to the Agent, the recipient(s) of such payment shall, on demand, repay to the
Agent the amount so made available together with interest thereon in respect of
each day during the period commencing on the date such amount was so made
available by the Agent until but excluding the date the Agent recovers such
amount at a rate per annum which, for any Lender as recipient, will be equal to
the Federal Funds Rate, and for the Borrower as recipient, will be equal to the
Base Rate plus the Applicable Margin.

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Section 4.05 Set-off, Sharing of Payments, Etc.

(a) The Borrower agrees that, in addition to (and without
limitation of) any right of set-off, bankers' lien or counterclaims a Lender
may otherwise have, each Lender shall have the right and be entitled (after
consultation with the Agent), at its option during the continuance of an Event
of Default, to offset balances held by it or by any of Lender's Affiliates for
account of the Borrower at any of its offices, in Dollars or in any other
currency, against any principal of or interest on any of such Lender's Loans,
or any other amount payable to such Lender hereunder, which is not paid when
due (regardless of whether such balances are then due to the Borrower), in
which case it shall promptly notify the Borrower and the Agent thereof,
provided that such Lender's failure to give such notice shall not affect the
validity thereof.

(b) If any Lender shall obtain payment of any principal
of or interest on any Loan made by it to the Borrower under this Agreement (or
reimbursement as to any Letter of Credit) through the exercise of any right of
set-off, banker's lien or counterclaim or similar right or otherwise, and, as a
result of such payment, such Lender shall have received a greater percentage of
the principal or interest (or reimbursement) then due hereunder by the Borrower
to such Lender than the percentage received by any other Lenders, it shall
promptly (i) notify the Agent and each other Lender thereof and (ii) purchase
from such other Lenders participations in (or, if and to the extent specified
by such Lender, direct interests in) the Loans (or participations in Letters of
Credit) made by such other Lenders (or in interest due thereon, as the case may
be) in such amounts, and make such other adjustments from time to time as shall
be equitable, to the end that all the Lenders shall share the benefit of such
excess payment (net of any expenses which may be incurred by such Lender in
obtaining or preserving such excess payment) pro rata in accordance with the
unpaid principal and/or interest on the Loans held by each of the Lenders (or
reimbursements of Letters of Credit). To such end all the Lenders shall make
appropriate adjustments among themselves (by the resale of participations sold
or otherwise) if such payment is rescinded or must otherwise be restored. The
Borrower agrees that any Lender so purchasing a participation (or direct
interest) in the Loans made by other Lenders (or in interest due thereon, as
the case may be) may exercise all rights of set-off, banker's lien,
counterclaim or similar rights with respect to such participation as fully as
if such Lender were a direct holder of Loans (or Letters of Credit) in the
amount of such participation. Nothing contained herein shall require any
Lender to exercise any such right or shall affect the right of any Lender to
exercise, and retain the benefits of exercising, any such right with respect to
any other indebtedness or obligation of the Borrower. If under any applicable
bankruptcy, insolvency or other similar law, any Lender receives a secured
claim in lieu of a set-off to which this Section 4.05 applies, such Lender
shall, to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the rights of the Lenders entitled
under this Section 4.05 to share the benefits of any recovery on such secured
claim.

Section 4.06 Taxes.

(a) Payments Free and Clear. Any and all payments by the
Borrower hereunder shall be made, in accordance with Section 4.01, free and
clear of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, excluding, in the case of each Lender and the Agent, taxes imposed on
its

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income and franchise or similar taxes imposed on it by (i) any jurisdiction (or
political subdivision thereof) of which the Agent or such Lender, as the case
may be, is a citizen or resident or in which such Lender has an Applicable
Lending Office, (ii) the jurisdiction (or any political subdivision thereof) in
which the Agent or such Lender is organized, or (iii) any jurisdiction (or
political subdivision thereof) in which such Lender or the Agent is presently
doing business which taxes are imposed solely as a result of doing business in
such jurisdiction (all such non-excluded taxes, levies, imposts, deductions,
charges, withholdings and liabilities being hereinafter referred to as
"Taxes"). If the Borrower shall be required by law to deduct any Taxes from or
in respect of any sum payable hereunder to the Lenders or the Agent (i) the sum
payable shall be increased by the amount necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 4.06) such Lender or the Agent (as the case may be) shall
receive an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions and (iii)
the Borrower shall pay the full amount deducted to the relevant taxing
authority or other Governmental Authority in accordance with applicable law.

(b) Other Taxes. In addition, to the fullest extent
permitted by applicable law, the Borrower agrees to pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies that arise from any payment made hereunder or from the
execution, delivery or registration of, or otherwise with respect to, this
Agreement, any Assignment or any Security Instrument (hereinafter referred to
as "Other Taxes").

(c) INDEMNIFICATION. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE BORROWER WILL INDEMNIFY EACH LENDER AND THE AGENT FOR THE
FULL AMOUNT OF TAXES AND OTHER TAXES (INCLUDING, BUT NOT LIMITED TO, ANY TAXES
OR OTHER TAXES IMPOSED BY ANY GOVERNMENTAL AUTHORITY ON AMOUNTS PAYABLE UNDER
THIS SECTION 4.06) PAID BY SUCH LENDER OR THE AGENT (ON THEIR BEHALF OR ON
BEHALF OF ANY LENDER), AS THE CASE MAY BE, AND ANY LIABILITY (INCLUDING
PENALTIES, INTEREST AND EXPENSES) ARISING THEREFROM OR WITH RESPECT THERETO,
WHETHER OR NOT SUCH TAXES OR OTHER TAXES WERE CORRECTLY OR LEGALLY ASSERTED
UNLESS THE PAYMENT OF SUCH TAXES WAS NOT CORRECTLY OR LEGALLY ASSERTED AND SUCH
LENDER'S PAYMENT OF SUCH TAXES OR OTHER TAXES WAS THE RESULT OF ITS GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT. ANY PAYMENT PURSUANT TO SUCH INDEMNIFICATION
SHALL BE MADE WITHIN THIRTY (30) DAYS AFTER THE DATE ANY LENDER OR THE AGENT,
AS THE CASE MAY BE, MAKES WRITTEN DEMAND THEREFOR. IF ANY LENDER OR THE AGENT
RECEIVES A REFUND OR CREDIT IN RESPECT OF ANY TAXES OR OTHER TAXES FOR WHICH
SUCH LENDER OR THE AGENT HAS RECEIVED PAYMENT FROM THE BORROWER IT SHALL
PROMPTLY NOTIFY THE BORROWER OF SUCH REFUND OR CREDIT AND SHALL, IF NO DEFAULT
HAS OCCURRED AND IS CONTINUING, WITHIN THIRTY (30) DAYS AFTER RECEIPT OF A
REQUEST BY THE BORROWER (OR PROMPTLY UPON RECEIPT, IF THE BORROWER HAS
REQUESTED APPLICATION FOR SUCH REFUND OR CREDIT PURSUANT HERETO), PAY AN AMOUNT
EQUAL TO SUCH REFUND OR CREDIT TO THE BORROWER WITHOUT INTEREST (BUT WITH ANY
INTEREST SO REFUNDED OR CREDITED), PROVIDED THAT THE BORROWER, UPON THE REQUEST
OF SUCH LENDER OR THE AGENT, AGREES TO RETURN SUCH REFUND OR CREDIT (PLUS
PENALTIES, INTEREST OR OTHER CHARGES) TO SUCH LENDER OR THE AGENT IN THE EVENT
SUCH LENDER OR THE AGENT IS REQUIRED TO REPAY SUCH REFUND OR CREDIT.

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(d) Lender Representations.

(i) Each Lender represents that it is either (1)
a corporation organized under the laws of the United States of
America or any state thereof or (2) it is entitled to complete
exemption from United States withholding tax imposed on or
with respect to any payments, including fees, to be made to it
pursuant to this Agreement (A) under an applicable provision
of a tax convention to which the United States of America is a
party or (B) because it is acting through a branch, agency or
office in the United States of America and any payment to be
received by it hereunder is effectively connected with a trade
or business in the United States of America. Each Lender that
is not a corporation organized under the laws of the United
States of America or any state thereof agrees to provide to
the Borrower and the Agent on the Closing Date, or on the date
of its delivery of the Assignment pursuant to which it becomes
a Lender, and at such other times as required by United States
law or as the Borrower or the Agent shall reasonably request,
two accurate and complete original signed copies of either (A)
Internal Revenue Service Form 4224 (or successor form)
certifying that all payments to be made to it hereunder will
be effectively connected to a United States trade or business
(the "Form 4224 Certification") or (B) Internal Revenue
Service Form 1001 (or successor form) certifying that it is
entitled to the benefit of a provision of a tax convention to
which the United States of America is a party which completely
exempts from United States withholding tax all payments to be
made to it hereunder (the "Form 1001 Certification"). In
addition, each Lender agrees that if it previously filed a
Form 4224 Certification, it will deliver to the Borrower and
the Agent a new Form 4224 Certification prior to the first
payment date occurring in each of its subsequent taxable
years; and if it previously filed a Form 1001 Certification,
it will deliver to the Borrower and the Agent a new
certification prior to the first payment date falling in the
third year following the previous filing of such
certification. Each Lender also agrees to deliver to the
Borrower and the Agent such other or supplemental forms as may
at any time be required as a result of changes in applicable
law or regulation in order to confirm or maintain in effect
its entitlement to exemption from United States withholding
tax on any payments hereunder, provided that the circumstances
of such Lender at the relevant time and applicable laws permit
it to do so. If a Lender determines, as a result of any
change in either (i) a Governmental Requirement or (ii) its
circumstances, that it is unable to submit any form or
certificate that it is obligated to submit pursuant to this
Section 4.06, or that it is required to withdraw or cancel any
such form or certificate previously submitted, it shall
promptly notify the Borrower and the Agent of such fact. If a
Lender is organized under the laws of a jurisdiction outside
the United States of America, unless the Borrower and the
Agent have received a Form 1001 Certification or Form 4224
Certification satisfactory to them indicating that all
payments to be made to such Lender hereunder are not subject
to United States withholding tax, the Borrower shall withhold
taxes from such payments at the applicable statutory rate.
Each Lender agrees to indemnify and hold harmless the Borrower
or Agent, as applicable, from any United States taxes,
penalties, interest and other expenses, costs and losses
incurred or payable by (i) the

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Agent as a result of such Lender's failure to submit any form
or certificate that it is required to provide pursuant to this
Section 4.06 or (ii) the Borrower or the Agent as a result of
their reliance on any such form or certificate which such
Lender has provided to them pursuant to this Section 4.06.

(ii) For any period with respect to which a Lender
has failed to provide the Borrower with the form required
pursuant to this Section 4.06, if any, (other than if such
failure is due to a change in a Governmental Requirement
occurring subsequent to the date on which a form originally
was required to be provided), such Lender shall not be
entitled to indemnification under Section 4.06 with respect to
taxes imposed by the United States which taxes would not have
been imposed but for such failure to provide such forms;
provided, however, that should a Lender, which is otherwise
exempt from or subject to a reduced rate of withholding tax
becomes subject to taxes because of its failure to deliver a
form required hereunder, the Borrower shall take such steps as
such Lender shall reasonably request to assist such Lender to
recover such taxes.

(iii) Any Lender claiming any additional amounts
payable pursuant to this Section 4.06 shall use reasonable
efforts (consistent with legal and regulatory restrictions) to
file any certificate or document requested by the Borrower or
the Agent or to change the jurisdiction of its Applicable
Lending Office or to contest any tax imposed if the making of
such a filing or change or contesting such tax would avoid the
need for or reduce the amount of any such additional amounts
that may thereafter accrue and would not, in the sole
determination of such Lender, be otherwise disadvantageous to
such Lender.

ARTICLE V

CAPITAL ADEQUACY

Section 5.01 Additional Costs.

(a) Eurodollar Regulations, etc. The Borrower shall pay
directly to each Lender from time to time such amounts as such Lender may
determine to be necessary to compensate such Lender for any costs which it
determines are attributable to its making or maintaining of any Eurodollar
Loans or issuing or participating in Letters of Credit hereunder or its
obligation to make any Eurodollar Loans or issue or participate in any Letters
of Credit hereunder, or any reduction in any amount receivable by such Lender
hereunder in respect of any of such Eurodollar Loans, Letters of Credit or such
obligation (such increases in costs and reductions in amounts receivable being
herein called "Additional Costs"), resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender under
this Agreement or any Note in respect of any of such Eurodollar Loans or
Letters of Credit (other than taxes imposed on the overall net income of such
Lender or of its Applicable Lending Office for any of such Eurodollar Loans by
the jurisdiction in which such Lender has its principal office or Applicable
Lending Office); or (ii) imposes or modifies any reserve, special deposit,
minimum capital, capital ratio or similar

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requirements (other than the Reserve Requirement utilized in the determination
of the Fixed Rate for such Loan) relating to any extensions of credit or other
assets of, or any deposits with or other liabilities of such Lender (including
any of such Eurodollar Loans or any deposits referred to in the definition of
"Fixed Eurodollar Rate" in Section 1.02 hereof), or the Commitment of such
Lender or the Eurodollar interbank market. Each Lender will notify the Agent
and the Borrower of any event occurring after the Closing Date which will
entitle such Lender to compensation pursuant to this Section 5.01(a) as
promptly as practicable after it obtains knowledge thereof and determines to
request such compensation, and will designate a different Applicable Lending
Office for the Loans of such Lender affected by such event if such designation
will avoid the need for, or reduce the amount of, such compensation and will
not, in the sole opinion of such Lender, be disadvantageous to such Lender,
provided that such Lender shall have no obligation to so designate an
Applicable Lending Office located in the United States. If any Lender requests
compensation from the Borrower under this Section 5.01(a), the Borrower may, by
notice to such Lender, suspend the obligation of such Lender to make additional
Loans of the Type with respect to which such compensation is requested until
the Regulatory Change giving rise to such request ceases to be in effect (in
which case the provisions of Section 5.04 shall be applicable).

(b) Regulatory Change. Without limiting the effect of
the provisions of Section 5.01(a), in the event that, by reason of any
Regulatory Change or any other circumstances arising after the Closing Date
affecting such Lender, the Eurodollar interbank market or such Lender's
position in such market, any Lender either (i) incurs Additional Costs based on
or measured by the excess above a specified level of the amount of a category
of deposits or other liabilities of such Lender which includes deposits by
reference to which the interest rate on Eurodollar Loans is determined as
provided in this Agreement or a category of extensions of credit or other
assets of such Lender which includes Eurodollar Loans or (ii) becomes subject
to restrictions on the amount of such a category of liabilities or assets which
it may hold, then, if such Lender so elects by notice to the Borrower, the
obligation of such Lender to make additional Eurodollar Loans shall be
suspended until such Regulatory Change or other circumstances ceases to be in
effect (in which case the provisions of Section 5.04 shall be applicable).

(c) Capital Adequacy. Without limiting the effect of the
foregoing provisions of this Section 5.01 (but without duplication), the
Borrower shall pay directly to any Lender from time to time on request such
amounts as such Lender may reasonably determine to be necessary to compensate
such Lender or its parent or holding company for any costs which it determines
are attributable to the maintenance by such Lender or its parent or holding
company (or any Applicable Lending Office), pursuant to any Governmental
Requirement following any Regulatory Change, of capital in respect of its
Commitment, its Notes, its Loans or any interest held by it in any Letter of
Credit, such compensation to include, without limitation, an amount equal to
any reduction of the rate of return on assets or equity of such Lender or its
parent or holding company (or any Applicable Lending Office) to a level below
that which such Lender or its parent or holding company (or any Applicable
Lending Office) could have achieved but for such Governmental Requirement.
Such Lender will notify the Borrower that it is entitled to compensation
pursuant to this Section 5.01(c) as promptly as practicable after it determines
to request such compensation.

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(d) Compensation Procedure. Any Lender notifying the
Borrower of the incurrence of additional costs under this Section 5.01 shall in
such notice to the Borrower and the Agent set forth in reasonable detail the
basis and amount of its request for compensation. Determinations and
allocations by each Lender for purposes of this Section 5.01 of the effect of
any Regulatory Change pursuant to Section 5.01(a) or (b), or of the effect of
capital maintained pursuant to Section 5.01(c), on its costs or rate of return
of maintaining Loans or its obligation to make Loans or issue Letters of
Credit, or on amounts receivable by it in respect of Loans or Letters of
Credit, and of the amounts required to compensate such Lender under this
Section 5.01, shall be conclusive and binding for all purposes, provided that
such determinations and allocations are made on a reasonable basis. Any
request for additional compensation under this Section 5.01 shall be paid by
the Borrower within thirty (30) days of the receipt by the Borrower of the
notice described in this Section 5.01(d).

(e) Time Limit. The Borrower shall not compensate any
Lender or the Agent for any costs payable under this Section 5.01(e) accruing
prior to one hundred eighty (180) days before such Lender or the Agent requests
compensation.

Section 5.02 Limitation on Eurodollar Loans. Anything herein
to the contrary notwithstanding, if, on or prior to the determination of any
Fixed Eurodollar Rate for any Interest Period:

(i) the Agent determines (which determination shall be
conclusive, absent manifest error) that quotations of interest rates
for the relevant deposits referred to in the definition of "Fixed
Eurodollar Rate" in Section 1.02 are not being provided in the
relevant amounts or for the relevant maturities for purposes of
determining rates of interest for Eurodollar Loans as provided herein;
or

(ii) the Agent determines (which determination shall be
conclusive, absent manifest error) that the relevant rates of interest
referred to in the definition of "Fixed Eurodollar Rate" in Section
1.02 upon the basis of which the rate of interest for Eurodollar Loans
for such Interest Period is to be determined are not sufficient to
adequately cover the cost to the Lenders of making or maintaining
Eurodollar Loans;

then the Agent shall give the Borrower prompt notice thereof, and so long as
such condition remains in effect, the Lenders shall be under no obligation to
make additional Eurodollar Loans.

Section 5.03 Illegality. Notwithstanding any other provision
of this Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to honor its obligation to make or maintain
Eurodollar Loans hereunder, then such Lender shall promptly notify the Borrower
thereof and such Lender's obligation to make Eurodollar Loans shall be
suspended until such time as such Lender may again make and maintain Eurodollar
Loans (in which case the provisions of Section 5.04 shall be applicable).

Section 5.04 Base Rate Loans Pursuant to Sections 5.01, 5.02
and 5.03. If the obligation of any Lender to make Eurodollar Loans shall be
suspended pursuant to Sections 5.01,

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5.02 or 5.03 ("Affected Loans"), all Affected Loans which would otherwise be
made by such Lender shall be made instead as Base Rate Loans (and, if an event
referred to in Section 5.01(b) or Section 5.03 has occurred and such Lender so
requests by notice to the Borrower, all Affected Loans of such Lender then
outstanding shall be automatically converted into Base Rate Loans on the date
specified by such Lender in such notice) and, to the extent that Affected Loans
are so made as (or converted into) Base Rate Loans, all payments of principal
which would otherwise be applied to such Lender's Affected Loans shall be
applied instead to its Base Rate Loans.

Section 5.05 Compensation. The Borrower shall pay to each
Lender within thirty (30) days of receipt of written request of such Lender
(which request shall set forth, in reasonable detail, the basis for requesting
such amounts and which shall be conclusive and binding for all purposes
provided that such determinations are made on a reasonable basis), such amount
or amounts as shall compensate it for any loss, cost, expense or liability
(other than loss of profit) which such Lender determines are attributable to:

(i) any payment, prepayment or conversion of a Eurodollar
Loan properly made by such Lender or the Borrower for any reason
(including, without limitation, the acceleration of the Loans pursuant
to Section 10.01) on a date other than the last day of the Interest
Period for such Loan; or

(ii) any failure by the Borrower for any reason (including
but not limited to, the failure of any of the conditions precedent
specified in Article VI to be satisfied) to borrow, continue or
convert a Eurodollar Loan from such Lender on the date for such
borrowing, continuation or conversion specified in the relevant notice
given pursuant to Section 2.02(c).

Without limiting the effect of the preceding sentence, such compensation shall
include an amount equal to the excess, if any, of (i) the amount of interest
which would have accrued on the principal amount so paid, prepaid or converted
or not borrowed (less the Applicable Margin) for the period from the date of
such payment, prepayment or conversion or failure to borrow to the last day of
the Interest Period for such Loan (or, in the case of a failure to borrow, the
Interest Period for such Loan which would have commenced on the date specified
for such borrowing) at the applicable rate of interest for such Loan provided
for herein (less the Applicable Margin) over (ii) the interest component of the
amount such Lender would have bid in the London interbank market for Dollar
deposits of leading banks in amounts comparable to such principal amount and
with maturities comparable to such period (as reasonably determined by such
Lender).

Section 5.06 Replacement Lenders.

(a) If any Lender has notified the Borrower and the Agent
of its incurring additional costs under Section 5.01 hereof or has required the
Borrower to make payments for Taxes under Section 4.06 hereof, then the
Borrower may, unless such Lender has notified the Borrower and the Agent that
the circumstances giving rise to such notice no longer apply, terminate, in
whole but not in part, the Commitment of any Lender (other than the Agent) (the
"Terminated Lender") at any

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time upon five (5) Business Days' prior written notice to the Terminated Lender
and the Agent (such notice referred to herein as a "Notice of Termination").

(b) In order to effect the termination of the Commitment
of the Terminated Lender, the Borrower shall: (i) obtain an agreement with one
or more Lenders to increase their Commitment or Commitments and/or (ii) request
any one or more other banking institutions to become parties to this Agreement
in place and instead of such Terminated Lender and agree to accept a Commitment
or Commitments; provided, however, that such one or more other banking
institutions are reasonably acceptable to the Agent and become parties by
executing an Assignment (the Lenders or other banking institutions that agree
to accept in whole or in part the Commitment of the Terminated Lender being
referred to herein as the "Replacement Lenders"), such that the aggregate
increased and/or accepted Commitments of the Replacement Lenders under clauses
(i) and (ii) above equal the Commitment of the Terminated Lender.

(c) The Notice of Termination shall include the name of
the Terminated Lender, the date the termination will occur (the "Termination
Date"), and the Replacement Lender or Replacement Lenders to which the
Terminated Lender will assign its Commitment and, if there will be more than
one Replacement Lender, the portion of the Terminated Lender's Commitment to be
assigned to each Replacement Lender.

(d) On the Termination Date, (i) the Terminated Lender
shall by execution and delivery of an Assignment assign its Commitment to the
Replacement Lender or Replacement Lenders (pro rata, if there is more than one
Replacement Lender, in proportion to the portion of the Terminated Lender's
Commitment to be assigned to each Replacement Lender) indicated in the Notice
of Termination and shall assign to the Replacement Lender or Replacement
Lenders each of its Loans (if any) then outstanding and participation interests
in Letters of Credit (if any) then outstanding pro rata as aforesaid), (ii) the
Terminated Lender shall endorse its Notes, payable without recourse,
representation or warranty to the order of the Replacement Lender or
Replacement Lenders (pro rata as aforesaid), (iii) the Replacement Lender or
Replacement Lenders shall purchase the Notes held by the Terminated Lender (pro
rata as aforesaid) at a price equal to the unpaid principal amount thereof plus
interest and facility and other fees accrued and unpaid to the Termination
Date, and (iv) the Replacement Lender or Replacement Lenders will thereupon
(pro rata as aforesaid) succeed to and be substituted in all respects for the
Terminated Lender with like effect as if becoming a Lender pursuant to the
terms of Section 12.06(b), and the Terminated Lender will have the rights and
benefits of an assignor under Section 12.06(b). To the extent not in conflict,
the terms of Section 12.06(b) shall supplement the provisions of this Section
5.06(d). For each assignment made under this Section 5.06, the Replacement
Lender shall pay to the Agent the processing fee provided for in Section
12.06(b). The Borrower will be responsible for the payment of any breakage
costs associated with termination and Replacement Lenders, as set forth in
Section 5.05.

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ARTICLE VI

CONDITIONS PRECEDENT

Section 6.01 Initial Funding.

The obligation of the Lenders to make the Initial Funding is
subject to the receipt by the Agent and the Lenders of all fees payable
pursuant to Section 2.04 on or before the Closing Date and the receipt by the
Agent of the following documents and satisfaction of the other conditions
provided in this Section 6.01, each of which shall be satisfactory to the Agent
in form and substance:

(a) A certificate of the Secretary or an Assistant
Secretary of the Borrower setting forth (i) resolutions of its board of
directors with respect to the authorization of the Borrower to execute and
deliver the Loan Documents to which it is a party and to enter into the
transactions contemplated in those documents, (ii) the officers of the Borrower
(y) who are authorized to sign the Loan Documents to which Borrower is a party
and (z) who will, until replaced by another officer or officers duly authorized
for that purpose, act as its representative for the purposes of signing
documents and giving notices and other communications in connection with this
Agreement and the transactions contemplated hereby, (iii) specimen signatures
of the authorized officers, and (iv) the articles or certificate of
incorporation and bylaws of the Borrower, certified as being true and complete.
The Agent and the Lenders may conclusively rely on such certificate until the
Agent receives notice in writing from the Borrower to the contrary.

(b) A certificate of the Secretary or an Assistant
Secretary of each Subsidiary (other than EMD- Foreign Sales Corporation), if
any, existing on the Closing Date setting forth (i) resolutions of its board of
directors with respect to the authorization of such Subsidiary to execute and
deliver the Loan Documents to which it is a party and to enter into the
transactions contemplated in those documents, (ii) the officers of such
Subsidiary (y) who are authorized to sign the Loan Documents to which such
Subsidiary is a party and (z) who will, until replaced by another officer or
officers duly authorized for that purpose, act as its representative for the
purposes of signing documents and giving notices and other communications in
connection with this Agreement and the transactions contemplated hereby, (iii)
specimen signatures of the authorized officers, and (iv) the articles or
certificate of incorporation and bylaws of such Subsidiary, certified as being
true and complete. The Agent and the Lenders may conclusively rely on such
certificate until they receive notice in writing from the Borrower to the
contrary.

(c) Certificates of the appropriate state agencies with
respect to the existence, qualification and good standing of the Borrower and
each Subsidiary (other than EMD-Foreign Sales Corporation), if any, existing on
the Closing Date.

(d) A compliance certificate which shall be in form and
substance satisfactory to the Agent, duly and properly executed by a
Responsible Officer and dated as of the date of the Initial Funding.

(e) The Notes, duly completed and executed.

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(f) The Guaranty Agreements, duly completed and executed
by each Guarantor.

(g) An opinion of Bracewell & Patterson, L.L.P., special
counsel to the Borrower, substantially in the form of Exhibit D hereto.

(h) A schedule of insurance coverage of the Borrower
evidencing that the Borrower is carrying insurance in accordance with Section
7.19 hereof.

(i) Such other documents as the Agent or any Lender or
special counsel to the Agent may reasonably request.

(j) Concurrent with the Initial Funding, the Borrower
shall have acquired EMD Associates, Inc. and EMD Associates, Inc. shall have
become a Subsidiary of Borrower.

(k) Satisfactory review by the Agent and the Lenders of
the terms and conditions of the Senior Notes.

(l) Concurrent with the Initial Funding, the Borrower
shall have closed and funded the Senior Notes under terms reasonably
satisfactory to Agent and the Lenders.

(m) The audited consolidated balance sheet of EMD
Associates, Inc. as of December 31, 1995, and the related consolidated
statements of income, stockholder's equity and cash flow of EMD Associates,
Inc. for the fiscal year ended on such date.

(n) The Borrower shall have paid CSI the fees set forth
in that certain Fee Letter, dated July 25, 1996, between the Borrower and CSI.

Section 6.02 Initial and Subsequent Loans and Letters of
Credit. The obligation of the Lenders to make Loans to the Borrower upon the
occasion of each borrowing hereunder and to issue, renew, extend or reissue
Letters of Credit for the account of the Borrower (including the Initial
Funding) is subject to the further conditions precedent that, as of the date of
such Loans and after giving effect thereto: (i) no Default shall have occurred
and be continuing; (ii) no Material Adverse Effect shall have occurred; and
(iii) the representations and warranties made by the Borrower in Article VII
shall be true in all material respects on and as of the date of the making of
such Loans or issuance, renewal, extension or reissuance of a Letter of Credit
with the same force and effect as if made on and as of such date and following
such new borrowing, except to the extent such representations and warranties
are expressly limited to an earlier date or the Majority Lenders may expressly
consent in writing to the contrary. Each request for a borrowing or issuance,
renewal, extension or reissuance of a Letter of Credit by the Borrower
hereunder shall constitute a certification by the Borrower to the effect set
forth in the preceding sentence (both as of the date of such notice and, unless
the Borrower otherwise notifies the Agent prior to the date of and immediately
following such borrowing or issuance, renewal, extension or reissuance of a
Letter of Credit as of the date thereof).

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Section 6.03 Conditions Relating to Letters of Credit. In
addition to the satisfaction of all other conditions precedent set forth in
this Article VI, the issuance, renewal, extension or reissuance of the Letters
of Credit referred to in Section 2.01(b) hereof is subject to the following
conditions precedent:

(a) At least three (3) Business Days prior to the date of
the issuance and at least thirty (30) Business Days prior to the date of the
renewal, extension or reissuance of each Letter of Credit, the Agent shall have
received a written request for a Letter of Credit.

(b) Each of the Letters of Credit shall (i) be issued by
the Agent, (ii) contain such terms and provisions as are reasonably required by
the Agent, (iii) be for the account of the Borrower or a Subsidiary and (iv)
expire not later than the Termination Date.

(c) The Borrower shall have duly and validly executed and
delivered to the Agent a Letter of Credit Agreement pertaining to the Letter of
Credit.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Agent and the Lenders that
(each representation and warranty herein is given as of the Closing Date and
shall be deemed repeated and reaffirmed on the dates of each borrowing and
issuance, renewal, extension or reissuance of a Letter of Credit as provided in
Section 6.02):

Section 7.01 Corporate Existence. Each of the Borrower and
each Subsidiary: (i) is a corporation duly organized, legally existing and in
good standing under the laws of the jurisdiction of its incorporation; (ii) has
all requisite corporate power, and has all material governmental licenses,
agreements, contracts, franchise agreements, patents, trademarks, licenses and
other intellectual property rights, authorizations, consents and approvals
necessary to own its assets and carry on its business as now being or as
proposed to be conducted; and (iii) is qualified to do business in all
jurisdictions in which the nature of the business conducted by it makes such
qualification necessary and where failure so to qualify would have a Material
Adverse Effect.

Section 7.02 Financial Condition. The audited consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries as at December
31, 1995 and the related consolidated statement of income, stockholders' equity
and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal
year ended on said date, with the opinion thereon of KPMG Peat Marwick, L.L.P.
heretofore furnished to each of the Lenders are complete and correct and fairly
present the consolidated financial condition of the Borrower and its
Consolidated Subsidiaries as at said date and the results of its operations for
the fiscal year and the 12-month period on said date, all in accordance with
GAAP, as applied on a consistent basis. Neither the Borrower nor any
Subsidiary has on the Closing Date any material Debt, contingent liabilities,
liabilities for taxes, unusual forward or long-term commitments or unrealized
or anticipated losses from any unfavorable

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commitments, except as referred to or reflected or provided for in the
Financial Statements or in Schedule 7.02. Since December 31, 1995, there has
been no change or event having a Material Adverse Effect. Since the date of
the Financial Statements, neither the business nor the Properties of the
Borrower or any Subsidiary have been materially and adversely affected as a
result of any fire, explosion, earthquake, flood, drought, windstorm, accident,
strike or other labor disturbance, embargo, requisition or taking of Property
or cancellation of contracts, permits or concessions by any Governmental
Authority, riot, activities of armed forces or acts of God or of any public
enemy.

Section 7.03 Litigation. At the Closing Date there is no
litigation, legal, administrative or arbitral proceeding, investigation or
other action of any nature pending or, to the knowledge of the Borrower
threatened against or affecting the Borrower or any Subsidiary which involves
the possibility of any judgment or liability against the Borrower or any
Subsidiary not fully covered by insurance (except for normal deductibles), and
which would have a Material Adverse Effect.

Section 7.04 No Breach. Neither the execution and delivery
of the Loan Documents, nor compliance with the terms and provisions hereof will
conflict with or result in a breach of, or require any consent which has not
been obtained as of the Closing Date under, the respective charter or by-laws
of the Borrower or any Subsidiary, or any Governmental Requirement or any
agreement or instrument to which the Borrower or any Subsidiary is a party or
by which it is bound or to which it or its Properties are subject, the breach,
default or violation of which could reasonably be expected to have a Material
Adverse Effect, or result in the creation or imposition of any Lien upon any of
the revenues or assets of the Borrower or any Subsidiary pursuant to the terms
of any such agreement or instrument other than the Liens created by the Loan
Documents.

Section 7.05 Authority. The Borrower and each Subsidiary
have all necessary corporate power and authority to execute, deliver and
perform its obligations under the Loan Documents to which it is a party; and
the execution, delivery and performance by the Borrower and each Subsidiary of
the Loan Documents to which it is a party, have been duly authorized by all
necessary corporate action on its part; and the Loan Documents constitute the
legal, valid and binding obligations of the Borrower and each Subsidiary,
enforceable in accordance with their terms, except as such enforceability may
be limited by any applicable bankruptcy, insolvency, reorganization,
moratorium, or similar law affecting creditors' rights generally and by general
principles of equity (whether considered in a proceeding at law or in equity).

Section 7.06 Approvals. No authorizations, approvals or
consents of, and no filings or registrations with, any Governmental Authority
are necessary for the execution, delivery or performance by the Borrower or any
Subsidiary of the Loan Documents or for the validity or enforceability thereof.

Section 7.07 Use of Loans. The proceeds of the Loans shall
be used (i) to finance the acquisition of EMD Associates, Inc. and (ii) for
working capital requirements. The Borrower is not engaged principally, or as
one of its important activities, in the business of extending credit for the
purpose, whether immediate, incidental or ultimate, of buying or carrying
margin stock (within the meaning of Regulation G, U or X of the Board of
Governors of the Federal Reserve

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System) and no part of the proceeds of any Loan hereunder will be used to buy
or carry any margin stock.

Section 7.08 ERISA.

(a) The Borrower, each Subsidiary and each ERISA
Affiliate have complied in all material respects with ERISA and, where
applicable, the Code regarding each Plan.

(b) Each Plan is, and has been, maintained in substantial
compliance with ERISA and, where applicable, the Code.

(c) No act, omission or transaction has occurred which
could result in imposition on the Borrower, any Subsidiary or any ERISA
Affiliate (whether directly or indirectly) of (i) either a civil penalty
assessed pursuant to section 502(c), (i) or (l) of ERISA or a tax imposed
pursuant to Chapter 43 of Subtitle D of the Code or (ii) breach of fiduciary
duty liability damages under section 409 of ERISA which has a Material Adverse
Effect.

(d) No Plan (other than a defined contribution plan) or
any trust created under any such Plan has been terminated since September 2,
1974. No liability to the PBGC (other than for the payment of current premiums
which are not past due) by the Borrower, any Subsidiary or any ERISA Affiliate
has been or is expected by the Borrower, any Subsidiary or any ERISA Affiliate
to be incurred with respect to any Plan. No ERISA Event with respect to any
Plan has occurred.

(e) Full payment when due has been made of all amounts
which the Borrower, any Subsidiary or any ERISA Affiliate is required under the
terms of each Plan or applicable law to have paid as contributions to such
Plan, and no accumulated funding deficiency (as defined in section 302 of ERISA
and section 412 of the Code), whether or not waived, exists with respect to any
Plan.

(f) The actuarial present value of the benefit
liabilities under each Plan which is subject to Title IV of ERISA does not, as
of the end of the Borrower's most recently ended fiscal year, exceed the
current value of the assets (computed on a plan termination basis in accordance
with Title IV of ERISA) of such Plan allocable to such benefit liabilities.
The term "actuarial present value of the benefit liabilities" shall have the
meaning specified in section 4041 of ERISA.

(g) None of the Borrower, any Subsidiary or any ERISA
Affiliate sponsors, maintains or contributes to, or has at any time in the
preceding six calendar years, sponsored, maintained or contributed to, any
Multiemployer Plan.

(h) None of the Borrower, any Subsidiary or any ERISA
Affiliate is required to provide security under section 401(a)(29) of the Code
due to a Plan amendment that results in an increase in current liability for
the Plan.

Section 7.09 Taxes. Each of the Borrower and its
Subsidiaries has filed all United States Federal income tax returns and all
other tax returns which are required to be filed by them and

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have paid all material taxes due pursuant to such returns or pursuant to any
assessment received by the Borrower or any Subsidiary. The charges, accruals
and reserves on the books of the Borrower and its Subsidiaries in respect of
taxes and other governmental charges are, in the opinion of the Borrower,
adequate. No material tax lien has been filed and, to the knowledge of the
Borrower, no claim is being asserted with respect to any such tax, fee or other
charge.

Section 7.10 Titles, etc. (a) The Borrower and its
Consolidated Subsidiaries have good and defensible title to its material
(individually or in the aggregate) Properties, free and clear of all Liens
except Liens permitted by Section 9.02.

(b) The Borrower and its Consolidated Subsidiaries have
all leases and agreements necessary in all material respects for the conduct of
their respective business, all of same are valid and subsisting, in full force
and effect, and, to the Borrower's knowledge, there exists no default or event
or circumstance which with the giving of notice or the passage of time or both
would give rise to a default under any such lease or agreement or which would
adversely affect in any material respect the conduct of the business of the
Borrower and its Consolidated Subsidiaries, taken as a whole.

(c) The Borrower and its Consolidated Subsidiaries have
all rights, Properties and other assets necessary in all material respects for
the conduct of their respective business. Substantially all of the assets and
Properties of the Borrower and its Consolidated Subsidiaries which are
reasonably necessary for the operation of their respective business are in good
working condition and are maintained in accordance with prudent business
standards.

(d) The Borrower and its Consolidated Subsidiaries have
all material agreements, contracts, franchise agreements, patents, trademarks,
licenses and other intellectual property rights free from burdensome
restrictions necessary for the operation of their respective business. There
exist no infringement of patents, trademarks, licenses, or other intellectual
property rights held by others which has a Material Adverse Effect on the
Borrower and its Consolidated Subsidiaries.

Section 7.11 No Material Misstatements. No written
information, statement, exhibit, certificate, document or report furnished to
the Agent and the Lenders (or any of them) by the Borrower or any Subsidiary in
connection with the negotiation of this Agreement contained any material
misstatement of fact or omitted to state a material fact or any fact necessary,
when taken as a whole, to make the statement contained therein not materially
misleading in the light of the circumstances in which made and with respect to
the Borrower and its Subsidiaries taken as a whole. There is no fact peculiar
to the Borrower or any Subsidiary which has a Material Adverse Effect or in the
future is reasonably likely to have (so far as the Borrower can now foresee) a
Material Adverse Effect and which has not been set forth in this Agreement or
the other documents, certificates and statements furnished to the Agent by or
on behalf of the Borrower or any Subsidiary prior to, or on, the Closing Date
in connection with the transactions contemplated hereby or as applicable prior
to the delivery of any compliance certificate or borrowing request

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Section 7.12 Investment Company Act. Neither the Borrower
nor any Subsidiary 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 7.13 Public Utility Holding Company Act. Neither the
Borrower nor any Subsidiary 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 7.14 Subsidiaries and Partnerships. Except as set
forth on Schedule 7.14, as amended and supplemented from time to time, the
Borrower has no Subsidiaries and has no interest in any partnerships.

Section 7.15 [Intentionally Left Blank.]

Section 7.16 Defaults. Neither the Borrower nor any
Subsidiary is in default nor has any event or circumstance occurred which, but
for the expiration of any applicable grace period or the giving of notice, or
both, would constitute a default under any material agreement or instrument to
which the Borrower or any Subsidiary is a party or by which the Borrower or any
Subsidiary is bound which default would have a Material Adverse Effect. No
Default hereunder has occurred and is continuing.

Section 7.17 Environmental Matters. Except (i) as provided
in Schedule 7.17 or (ii) as would not have a Material Adverse Effect (or with
respect to (c), (d) and (e) below, where the failure to take such actions would
not have a Material Adverse Effect):

(a) Neither any Property of the Borrower or any
Subsidiary nor the operations conducted thereon violate any order or
requirement of any court or Governmental Authority or any Environmental Laws;

(b) Without limitation of clause (a) above, to the best
knowledge of the Borrower, no Property of the Borrower or any Subsidiary nor
the operations currently conducted thereon or by any prior owner or operator of
such Property or operation, are in violation of or subject to any existing,
pending or threatened action, suit, investigation, inquiry or proceeding by or
before any court or Governmental Authority or to any remedial obligations under
Environmental Laws;

(c) All notices, permits, licenses or similar
authorizations, if any, required to be obtained or filed in connection with the
operation or use of any and all Property of the Borrower and each Subsidiary,
including without limitation past or present treatment, storage, disposal or
release of a hazardous substance or solid waste into the environment, have been
duly obtained or filed, and the Borrower and each Subsidiary are in compliance
with the terms and conditions of all such notices, permits, licenses and
similar authorizations;

(d) To the best knowledge of the Borrower, all hazardous
substances and solid waste, if any, generated at any and all Property of the
Borrower or any Subsidiary have in the past

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been transported, treated and disposed of in accordance with Environmental Laws
and so as not to pose an imminent and substantial endangerment to public health
or welfare or the environment, and all such transport carriers and treatment
and disposal facilities have been and are operating in compliance with
Environmental Laws and so as not to pose an imminent and substantial
endangerment to public health or welfare or the environment, and are not the
subject of any existing, pending or threatened action, investigation or inquiry
by any Governmental Authority in connection with any Environmental Laws;

(e) The Borrower has taken all steps reasonably necessary
to determine and has determined that no hazardous substances or solid waste
have been disposed of or otherwise released and there has been no threatened
release of any hazardous substances on or to any Property of the Borrower or
any Subsidiary except in compliance with Environmental Laws and so as not to
pose an imminent and substantial endangerment to public health or welfare or
the environment;

(f) To the extent applicable, all Property of the
Borrower and each Subsidiary currently satisfies all design, operation, and
equipment requirements imposed by the OPA or scheduled as of the Closing Date
to be imposed by OPA during the term of this Agreement, and the Borrower does
not have any reason to believe that such Property, to the extent subject to
OPA, will not be able to maintain compliance with the OPA requirements during
the term of this Agreement; and

(g) Neither the Borrower nor any Subsidiary has any known
contingent liability in connection with any release or threatened release of
any oil, hazardous substance or solid waste into the environment.

Section 7.18 Compliance with the Law. Neither the Borrower
nor any Subsidiary has violated any Governmental Requirement or failed to
obtain any license, permit, franchise or other governmental authorization
necessary for the ownership of any of its Properties or the conduct of its
business, which violation or failure would have (in the event such violation or
failure were asserted by any Person through appropriate action) a Material
Adverse Effect.

Section 7.19 Insurance. All policies of fire, liability,
workmen's compensation and other forms of insurance owned or held by the
Borrower and each Subsidiary are in full force and effect, all premiums with
respect thereto covering all periods up to and including the date of the
closing have been paid, and no notice of cancellation or termination has been
received with respect to any such policy. Such policies are sufficient for
compliance with all requirements of law and of all agreements to which the
Borrower or any Subsidiary is a party; are valid, outstanding and enforceable
policies; provide adequate insurance coverage in at least such amounts and
against at least such risks (but including in any event public liability) as
are usually insured against in the same general area by companies engaged in
the same or a similar business for the assets and operations of the Borrower
and each Subsidiary; will remain in full force and effect through the
respective dates set forth in such policies without the payment of additional
premiums; and will not in any way be affected by, or terminate or lapse by
reason of, the transactions contemplated by this Agreement. The Borrower has
reported to the Agent in writing prior to the Closing Date, all material risks,
if any, which the Borrower and its Subsidiaries and their respective Board of
Directors or officers have

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<PAGE> 46
designated as being self insured. Neither the Borrower nor any Subsidiary has
been refused any insurance with respect to its assets or operations, nor has
its coverage been limited below usual and customary policy limits, by an
insurance carrier to which it has applied for any such insurance or with which
it has carried insurance during the last three years.

ARTICLE VIII

AFFIRMATIVE COVENANTS

The Borrower covenants and agrees that, so long as any of the
Commitments are in effect and until payment in full of all Loans hereunder, all
interest thereon and all other amounts payable by the Borrower hereunder:

Section 8.01 Financial Statements. The Borrower shall
deliver, or shall cause to be delivered, to the Agent with sufficient copies of
each for the Lenders:

(a) As soon as available and in any event within 90 days
after the end of each fiscal year of the Borrower, (i) the audited consolidated
statements of income, stockholders' equity, and cash flow of the Borrower and
Consolidated Subsidiaries for such fiscal year, and the related consolidated
balance sheets of the Borrower and its Consolidated Subsidiaries as at the end
of such fiscal year, and setting forth in each case in comparative form the
corresponding figures for the preceding fiscal year, and accompanied by the
related opinion of independent public accountants of recognized national
standing acceptable to the Agent which opinion shall state that said financial
statements fairly present the consolidated financial condition and results of
operations of the Borrower and its Consolidated Subsidiaries as at the end of,
and for, such fiscal year and that such financial statements have been prepared
in accordance with GAAP except for such changes in such principles with which
the independent public accountants shall have concurred and such opinion shall
not contain a "going concern" or like qualification or exception, and a
certificate of such accountants stating that, in making the examination
necessary for their opinion, they obtained no knowledge, except as specifically
stated, of any Default, and (ii) internal consolidating financial statements
for such period that are readily available to the Borrower.

(b) As soon as available and in any event within 45 days
after the end of each of the first three fiscal quarterly periods of each
fiscal year of the Borrower, (i) consolidated statements of income,
stockholders' equity, and cash flow of the Borrower and its Consolidated
Subsidiaries for such period and for the period from the beginning of the
respective fiscal year to the end of such period, and the related consolidated
balance sheets as at the end of such period, and setting forth in each case in
comparative form the corresponding figures for the corresponding period in the
preceding fiscal year, accompanied by the certificate of a Responsible Officer,
which certificate shall state that said financial statements fairly present the
consolidated and consolidating financial condition and results of operations of
the Borrower and its Consolidated Subsidiaries in accordance with GAAP, as at
the end of, and for, such period (subject to normal year-end audit
adjustments), and (ii) internal consolidating financial statements for such
period that are readily available to the Borrower.

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<PAGE> 47
(c) Promptly after the Borrower knows that any Default or
any Material Adverse Effect has occurred, a notice of such Default or Material
Adverse Effect, describing the same in reasonable detail and the action the
Borrower proposes to take with respect thereto.

(d) Promptly upon request by the Agent, a copy of each
other report or letter submitted to the Borrower or any Subsidiary by
independent accountants in connection with any annual, interim or special audit
made by them of the books of the Borrower and its Subsidiaries, and a copy of
any response by the Borrower or any Subsidiary of the Borrower, or the Board of
Directors of the Borrower or any Subsidiary of the Borrower, to such letter or
report.

(e) Promptly upon its becoming available, each financial
statement, report, material notice or proxy statement sent by the Borrower to
stockholders generally and each regular or periodic report and any registration
statement, prospectus or written communication (other than transmittal letters)
in respect thereof filed by the Borrower with or received by the Borrower in
connection therewith from any securities exchange or the SEC or any successor
agency.

(f) Promptly after the furnishing thereof, copies of any
statement, report or notice furnished to or any Person pursuant to the terms of
any indenture, loan or credit or other similar agreement, other than this
Agreement and not otherwise required to be furnished to the Lenders pursuant to
any other provision of this Section 8.01 or any other provision of this
Agreement.

(g) Promptly upon its becoming available and in any event
within 20 days after the end of each calendar month, a borrowing base report,
which shall contain supporting schedules and being otherwise in substantially
the form of Exhibit E attached hereto.

(h) From time to time such other information regarding
the business, affairs or financial condition of the Borrower or any Subsidiary
(including, without limitation, any Plan or Multiemployer Plan and any reports
or other information required to be filed under ERISA) as any Lender or the
Agent may reasonably request.

(i) After entering into any Hedging Agreement, as soon as
available a report, in form and substance satisfactory to the Agent, setting
forth as of the last Business Day of such calendar quarter a true and complete
list of all Hedging Agreements of the Borrower and each Subsidiary, the
material terms thereof (including the type, term, effective date, termination
date and notional amounts or volumes), the net mark to market value therefor,
any new credit support agreements relating thereto not previously reported to
the Agent in writing, any margin required or supplied under any credit support
document, and the counterparty to each such agreement.

The Borrower will furnish to the Agent, at the time it furnishes each set of
financial statements pursuant to paragraph (a) or (b) above, a certificate
substantially in the form of Exhibit C hereto executed by a Responsible Officer
(i) certifying as to the matters set forth therein and stating that no Default
has occurred and is continuing (or, if any Default has occurred and is
continuing, describing the same in reasonable detail), and (ii) setting forth
in reasonable detail the computations necessary to determine whether the
Borrower is in compliance with Sections 9.11, 9.12, 9.13, 9.14 and 9.15 as of
the end of the respective fiscal quarter or fiscal year.

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Section 8.02 Litigation. The Borrower shall promptly give to
the Agent notice of: all legal or arbitral proceedings, and of all proceedings
before any Governmental Authority affecting the Borrower or any Subsidiary,
except proceedings which, if adversely determined, would not have a Material
Adverse Effect. The Borrower will, and will cause each of its Subsidiaries to,
promptly notify the Agent and each of the Lenders of any claim, judgment, Lien
or other encumbrance affecting any Property of the Borrower or any Subsidiary
if the value of the claim, judgment, Lien, or other encumbrance affecting such
Property shall exceed $1,000,000.

Section 8.03 Maintenance, Etc.

(a) The Borrower shall and shall cause each Subsidiary
to: (i) preserve and maintain its corporate existence and all of its material
rights, privileges and franchises; (ii) keep books of record and account in
which full, true and correct entries will be made of all dealings or
transactions in relation to its business and activities; (iii) comply with all
Governmental Requirements if failure to comply with such requirements will have
a Material Adverse Effect; (iv) pay and discharge all taxes, assessments and
governmental charges or levies imposed on it or on its income or profits or on
any of its Property prior to the date on which penalties attach thereto, except
for any such tax, assessment, charge or levy the payment of which is being
contested in good faith and by proper proceedings and against which adequate
reserves are being maintained; (v) upon reasonable notice, permit
representatives of the Agent or any Lender, during normal business hours, to
examine, copy and make extracts from its books and records, to inspect its
Properties, and to discuss its business and affairs with its officers, all to
the extent reasonably requested by such Lender or the Agent (as the case may
be); (vi) and keep, or cause to be kept, insured by financially sound and
reputable insurers all Property of a character usually insured by Persons
engaged in the same or similar business similarly situated against loss or
damage of the kinds and in the amounts customarily insured against by such
Persons and carry such other insurance as is usually carried by such Persons
including, without limitation, environmental risk insurance to the extent
reasonably available.

(b) The Borrower will and will cause each Subsidiary to
operate its Properties or cause such Properties to be operated in a careful
and efficient manner in accordance with the practices of the industry and in
compliance with all applicable contracts and agreements and all Governmental
Requirements except where the failure to do so would not have a Material
Adverse Effect.

Section 8.04 Environmental Matters.

(a) The Borrower will and will cause each Subsidiary to
establish and implement such procedures as may be reasonably necessary to
continuously determine and assure that any failure of the following does not
have a Material Adverse Effect: (i) all Property of the Borrower and its
Subsidiaries and the operations conducted thereon and other activities of the
Borrower and its Subsidiaries are in compliance with and do not violate the
requirements of any Environmental Laws, (ii) no oil, hazardous substances or
solid wastes are disposed of or otherwise released on or to any Property owned
by any such party except in compliance with Environmental Laws, (iii) no
hazardous substance will be released on or to any such Property in a quantity
equal to or exceeding

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<PAGE> 49
that quantity which requires reporting pursuant to Section 103 of CERCLA, and
(iv) no oil or hazardous substance or solid waste is released on or to any such
Property so as to pose an imminent and substantial endangerment to public
health or welfare or the environment.

(b) The Borrower will promptly notify the Agent and the
Lenders in writing of any threatened action, investigation or inquiry by any
Governmental Authority of which the Borrower has knowledge in connection with
any Environmental Laws that could have a Material Adverse Effect, excluding
routine testing and corrective action.

Section 8.05 Further Assurances. The Borrower will and will
cause each Subsidiary to cure promptly any defects in the creation and issuance
of the Notes and the execution and delivery of this Agreement. The Borrower at
its expense will and will cause each Subsidiary to promptly execute and deliver
to the Agent upon request all such other documents, agreements and instruments
to comply with or accomplish the covenants and agreements of the Borrower or
any Subsidiary, as the case may be, in this Agreement.

Section 8.06 ERISA Information and Compliance. The Borrower
will promptly furnish and will cause the Subsidiaries and any ERISA Affiliate
to promptly furnish to the Agent with sufficient copies to the Lenders (i)
promptly after the filing thereof with the United States Secretary of Labor,
the Internal Revenue Service or the PBGC, copies of each annual and other
report with respect to each Plan subject to Title IV of ERISA or any trust
created thereunder, (ii) immediately upon becoming aware of the occurrence of
any ERISA Event or of any "prohibited transaction," as described in section 406
of ERISA or in section 4975 of the Code, in connection with any Plan having a
Material Adverse Effect or any trust created thereunder, a written notice
signed by a Responsible Officer specifying the nature thereof, what action the
Borrower, the Subsidiary or the ERISA Affiliate is taking or proposes to take
with respect thereto, and, when known, any action taken or proposed by the
Internal Revenue Service, the Department of Labor or the PBGC with respect
thereto, and (iii) immediately upon receipt thereof, copies of any notice of
the PBGC's intention to terminate or to have a trustee appointed to administer
any Plan. With respect to each Plan (other than a Multiemployer Plan), the
Borrower will, and will cause each Subsidiary and ERISA Affiliate to, (i)
satisfy in full and in a timely manner, without incurring any late payment or
underpayment charge or penalty and without giving rise to any lien, all of the
contribution and funding requirements of section 412 of the Code (determined
without regard to subsections (d), (e), (f) and (k) thereof) and of section 302
of ERISA (determined without regard to sections 303, 304 and 306 of ERISA), and
(ii) pay, or cause to be paid, to the PBGC in a timely manner, without
incurring any late payment or underpayment charge or penalty, all premiums
required pursuant to sections 4006 and 4007 of ERISA.

Section 8.07 Material Agreements. Upon request by Agent, the
Borrower will promptly furnish and will cause the Subsidiaries to promptly
furnish to the Agent a list of all material agreements, leases, indentures,
purchase agreements, obligations in respect of letters of credit, guarantees,
joint venture agreements, and other instruments in effect or to be in effect as
of the date of such request (other than Hedging Agreements) providing for,
evidencing, securing or otherwise relating to any Debt of the Borrower or any
of its Subsidiaries, and all obligations of the Borrower or any of its
Subsidiaries to issuers of surety or appeal bonds issued for account of the

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Borrower or any such Subsidiary, and such list correctly sets forth the names
of the debtor or lessee and creditor or lessor with respect to the Debt or
lease obligations outstanding or to be outstanding and the property subject to
any Lien securing such Debt or lease obligation. Upon further request, the
Borrower will deliver a copy of all such material agreements, leases,
indentures, purchase agreements, obligations in respect of letters of credit,
guarantees, joint venture agreements, and other instruments, including any
modifications or supplements thereto, as in effect on the date of such request.

ARTICLE IX

NEGATIVE COVENANTS

The Borrower covenants and agrees that, so long as any of the
Commitments are in effect and until payment in full of Loans hereunder, all
interest thereon and all other amounts payable by the Borrower hereunder,
without the prior written consent of the Majority Lenders:

Section 9.01 Debt. Neither the Borrower nor any Subsidiary
will incur, create, assume or guarantee, directly or indirectly or suffer to
exist any Debt, except:

(a) the Notes or other Indebtedness or any guaranty of or
suretyship arrangement for the Notes or other Indebtedness;

(b) Debt of the Borrower existing on the Closing Date
which is reflected in the Financial Statements or is disclosed in Schedule
9.01, and any renewals, extensions and replacements (but not increases)
thereof;

(c) accounts payable (for the deferred purchase price of
Property or services) from time to time incurred in the ordinary course of
business which, if greater than 90 days past the due date are being contested
in good faith if reserves adequate under GAAP shall have been established
therefor;

(d) Debt under capital leases entered into after the date
hereof (as required to be reported on the financial statements of the Borrower
pursuant to GAAP) not to exceed $2,000,000;

(e) Debt under purchase money debt (as required to be
reported on the financial statements of Borrower pursuant to GAAP) not to
exceed the purchase price of the property acquired;

(f) Debt of the Borrower and its Subsidiaries under
Hedging Agreements entered into in the ordinary course of business with the
Agent or as approved by the Majority Lenders;

(g) Debt of Borrower and its Consolidated Subsidiaries
which does not exceed in the aggregate $2,800,000 at any one time outstanding;
and

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<PAGE> 51
(h) Debt evidenced by the Senior Notes, up to the
aggregate principal amount of $30,000,000.

Section 9.02 Liens. Neither the Borrower nor any Subsidiary
will create, incur, assume or permit to exist any Lien on any of its Properties
(now owned or hereafter acquired), except:

(a) Liens securing the payment of any Indebtedness;

(b) Excepted Liens;

(d) Liens securing purchase money debt allowed under
Section 9.01(e) but only on the Property purchased with such purchase money
debt; provided, however, (i) the Debt secured thereby does not exceed the
purchase price of such property and (ii) such Liens are created within six (6)
months after Borrower acquires such Property;

(e) Liens existing on acquired Property prior to
acquisition thereof;

(f) Liens existing on the Closing Date and disclosed on
Schedule 9.02; and

(g) extensions and renewals of the foregoing Liens.

Section 9.03 Investments, Loans and Advances. Neither the
Borrower nor any Subsidiary will make or permit to remain outstanding any loans
or advances to or investments in any Person, except that the foregoing
restriction shall not apply to:

(a) investments, loans or advances reflected in the
Financial Statements;

(b) accounts receivable arising in the ordinary course of
business;

(c) stock or other securities received in the settlement
of Debt created in the ordinary course of business and permitted under Section
9.01(c);

(d) direct obligations of the United States or any agency
thereof, or obligations guaranteed by the United States or any agency thereof,
in each case maturing within one year from the date of creation thereof;

(e) commercial paper maturing within one year from the
date of creation thereof rated in the highest grade by Standard & Poors
Corporation or Moody's Investors Service, Inc.;

(f) deposits maturing within one year from the date of
creation thereof with, including certificates of deposit issued by, any Lender
or any office located in the United States of any

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<PAGE> 52
other bank or trust company which is organized under the laws of (i) the United
States or any state thereof, or (ii) a country which is a full member of the
Organization of Economic Cooperation and Development, and in either case which
has capital, surplus and undivided profits aggregating at least $100,000,000.00
(as of the date of such Lender's or bank or trust company's most recent
financial reports) and has a short term deposit rating of no lower than A2 or
P2, as such rating is set forth from time to time, by Standard & Poors
Corporation or Moody's Investors Service, Inc., respectively;

(g) deposits in money market funds investing exclusively
in investments described in Section 9.03(d), 9.03(e) or 9.03(f);

(h) investments, loans or advances by the Borrower to or
in its Consolidated Subsidiaries, and by any Consolidated Subsidiary to one
another or to the Borrower;

(i) investments or loans of a newly acquired company (the
acquisition of which is permitted under this Agreement) and existing on the
date of such acquisition;

(j) reasonable advances to officers and employees of
Borrower and any Subsidiary for travel arising in the ordinary course of
business;

(k) investments by the Borrower in the capital stock of
the Consolidated Subsidiaries;

(l) loans to officers and employees of Borrower or any
Consolidated Subsidiary, not to exceed $100,000 in the aggregate at any one
time outstanding; and

(m) investments, loans or advances in or in respect of a
Person engaged primarily in a line of business activity directly related to the
business of the Borrower not to exceed a total of $2,000,000 in the aggregate
at any one time outstanding.

Section 9.04 Dividends, Distributions and Redemptions. The
Borrower will not make any Restricted Payment; provided, however, that Borrower
may make Restricted Payments if at the time of such Restrictive Payment and
after giving effect thereto (i) no Event of Default shall have occurred and be
continuing and (ii) the total aggregate amount of such payments from and after
the Closing Date shall not exceed 50% of Consolidated Net Income of the
Borrower for the preceding twelve (12) month period.

Section 9.05 Sales and Leasebacks. Neither the Borrower nor
any Subsidiary will enter into any arrangement, directly or indirectly, with
any Person whereby the Borrower or any Subsidiary shall sell or transfer any of
its Property, whether now owned or hereafter acquired, and whereby the Borrower
or any Subsidiary shall then or thereafter rent or lease as lessee such
Property or any part thereof or other Property which the Borrower or any
Subsidiary intends to use for substantially the same purpose or purposes as the
Property sold or transferred.

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Section 9.06 Nature of Business. Neither the Borrower nor
any Subsidiary will allow any material change to be made in the character of
its business, other than entering into lines of business that are reasonably
related to the lines of business in existence on the Closing Date.

Section 9.07 Mergers, Etc. Neither the Borrower nor any
Subsidiary will merge into or with or consolidate with any other Person, or
sell, lease or otherwise dispose of (whether in one transaction or in a series
of transactions) all or substantially all of its Property or assets to any
other Person, except as permitted by Section 9.16 hereof; provided, however,
that (A) Borrower or any Subsidiary may consolidate or merge with any other
corporation if (i) the Borrower or such Subsidiary is the survivor of such
consolidation or merger, and (ii) at the time of such consolidation or merger
and after giving effect thereto, no Event of Default shall have occurred and be
continuing; or (B) the Borrower or any Subsidiary may consolidate or merge with
another corporation if (i) the survivor corporation is a United States
corporation, (ii) the surviving corporation assumes the obligation under this
Agreement and the Notes and (iii) at the time of such consolidation or merger
and after giving effect thereto, no Event of Default shall have occurred and be
continuing.

Section 9.08 Proceeds of Notes. The Borrower will not permit
the proceeds of the Notes to be used for any purpose other than those permitted
by Section 7.07. Neither the Borrower nor any Person acting on behalf of the
Borrower has taken or will take any action which might cause any of the Loan
Documents to violate Regulation G, U or X or any other regulation of the Board
of Governors of the Federal Reserve System or to violate Section 7 of the
Securities Exchange Act of 1934 or any rule or regulation thereunder, in each
case as now in effect or as the same may hereinafter be in effect.

Section 9.09 ERISA Compliance. The Borrower will not at any
time:

(a) Engage in, or permit any Subsidiary or ERISA
Affiliate to engage in, any transaction in connection with which the Borrower,
any Subsidiary or any ERISA Affiliate could be subjected to either a civil
penalty assessed pursuant to section 502(c), (i) or (l) of ERISA or a tax
imposed by Chapter 43 of Subtitle D of the Code having a Material Adverse
Effect;

(b) Terminate, or permit any Subsidiary or ERISA
Affiliate to terminate, any Plan in a manner, or take any other action with
respect to any Plan, which could result in any liability to the Borrower, any
Subsidiary or any ERISA Affiliate to the PBGC;

(c) Fail to make, or permit any Subsidiary or ERISA
Affiliate to fail to make, full payment when due of all amounts which, under
the provisions of any Plan, agreement relating thereto or applicable law, the
Borrower, a Subsidiary or any ERISA Affiliate is required to pay as
contributions thereto;

(d) Permit to exist, or allow any Subsidiary or ERISA
Affiliate to permit to exist, any accumulated funding deficiency within the
meaning of Section 302 of ERISA or section 412 of the Code, whether or not
waived, with respect to any Plan;

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(e) Permit, or allow any Subsidiary or ERISA Affiliate to
permit, the actuarial present value of the benefit liabilities under any Plan
maintained by the Borrower, any Subsidiary or any ERISA Affiliate which is
regulated under Title IV of ERISA to exceed the current value of the assets
(computed on a plan termination basis in accordance with Title IV of ERISA) of
such Plan allocable to such benefit liabilities. The term "actuarial present
value of the benefit liabilities" shall have the meaning specified in section
4041 of ERISA;

(f) Contribute to or assume an obligation to contribute
to, or permit any Subsidiary or ERISA Affiliate to contribute to or assume an
obligation to contribute to, any Multiemployer Plan;

(g) Acquire, or permit any Subsidiary or ERISA Affiliate
to acquire, an interest in any Person that causes such Person to become an
ERISA Affiliate with respect to the Borrower, any Subsidiary or any ERISA
Affiliate if such Person sponsors, maintains or contributes to, or at any time
in the six-year period preceding such acquisition has sponsored, maintained, or
contributed to, (1) any Multiemployer Plan, or (2) any other Plan that is
subject to Title IV of ERISA under which the actuarial present value of the
benefit liabilities under such Plan exceeds the current value of the assets
(computed on a plan termination basis in accordance with Title IV of ERISA) of
such Plan allocable to such benefit liabilities;

(h) Incur, or permit any Subsidiary or ERISA Affiliate to
incur, a liability to or on account of a Plan under sections 515, 4062, 4063,
4064, 4201 or 4204 of ERISA; or

(i) Amend or permit any Subsidiary or ERISA Affiliate to
amend, a Plan resulting in an increase in current liability such that the
Borrower, any Subsidiary or any ERISA Affiliate is required to provide security
to such Plan under section 401(a)(29) of the Code.

Section 9.10 Sale or Discount of Receivables. Neither the
Borrower nor any Subsidiary will discount or sell (with or without recourse)
any of its notes receivable or accounts receivable.

Section 9.11 Capital Expenditures. The Borrower and its
Subsidiaries will not make any Capital Expenditures if, after giving effect
thereto, the aggregate of all such Capital Expenditures would exceed (i)
$3,000,000 for the fiscal quarter ending September 30, 1996, (ii) $6,000,000
for the two fiscal quarters beginning July 1, 1996, and ending December 31,
1996, (iii) $9,000,000 for the three fiscal quarters beginning July 1, 1996,
and ending March 31, 1997, and (iv) $12,000,000 during any rolling four quarter
period beginning with the fiscal quarter ending June 30, 1997.

Section 9.12 Quick Ratio. The Borrower will not permit its
ratio of (i) the sum of consolidated current assets minus inventory, to (ii)
consolidated current liabilities (excluding current maturities of the Notes) of
the Borrower and its Consolidated Subsidiaries to be less than 1.0 to 1.0 at
any time.

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Section 9.13 Tangible Net Worth. The Borrower will not
permit its consolidated tangible net worth to be less than the sum of (a)
$41,000,000 plus (b) 100% of the proceeds from new equity received after June
30, 1996, plus (c) 50% of Consolidated Net Income received after June 30, 1996,
as determined in accordance with GAAP. As used in this Section 9.13, "tangible
net worth" shall mean the Tangible Assets of the Borrower and its Consolidated
Subsidiaries less all items which, in accordance with GAAP, would be included
on a consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries as liabilities.

Section 9.14 Fixed Charge Coverage Ratio. The Borrower will
not permit its Fixed Charge Coverage Ratio as of the end of any fiscal quarter
of the Borrower, beginning with the fiscal quarter ending September 30, 1996,
to be less than (i) 1.25 to 1.0 for the fiscal quarter ending September 30,
1996, (ii) 1.25 to 1.0 for the two fiscal quarters beginning July 1, 1996, and
ending December 31, 1996, (iii) 1.25 to 1.0 for the three fiscal quarters
beginning July 1, 1996, and ending March 31, 1997, and (iv) 1.25 to 1.0 for
each fiscal quarter thereafter (to be calculated on a rolling four quarter
basis). For purposes of this Section 9.14, "Fixed Charge Coverage Ratio" shall
mean the ratio for the relevant period of (i) EBITDA plus lease and rental
expenses and less cash taxes to (b) Debt Service plus Capital Expenditures plus
lease and rental expenses and plus cash dividends.

Section 9.15 Indebtedness Ratio.

(a) From June 30, 1996 through and including September
30, 1996, the Borrower will not permit as of the last day of the fiscal
quarter ending September 30, 1996, the ratio of (i) Funded Debt on such day to
(ii) EBITDA (for such three-month period ending on such day) for the Borrower
and its Consolidated Subsidiaries to be greater than 10.0 to 1.0.

(b) From June 30, 1996 through and including December
31, 1996, the Borrower will not permit as of the last day of the fiscal
quarter ending December 31, 1996, the ratio of (i) Funded Debt on such day to
(ii) EBITDA (for such six-month period ending on such day) for the Borrower and
its Consolidated Subsidiaries to be greater than 7.5 to 1.0.

(c) From June 30, 1996 through and including March 31,
1997, the Borrower will not permit as of the last day of the fiscal quarter
ending March 31, 1997, the ratio of (i) Funded Debt on such day to (ii) EBITDA
(for such nine-month period ending on such day) for the Borrower and its
Consolidated Subsidiaries to be greater than 5.0 to 1.0.

(d) From June 30, 1996 through and including June 30,
1997, the Borrower will not permit as of the last day of the fiscal quarter
ending June 30, 1997, the ratio of (i) Funded Debt on such day to (ii) EBITDA
(for the twelve-month period ending on such day) for the Borrower and its
Consolidated Subsidiaries to be greater than 2.50 to 1.0.

(e) After the date that is one (1) year after the Closing
Date through and including the date that is two (2) years after the Closing
Date, the Borrower will not permit as of the last day of any fiscal quarter the
ratio of (i) Funded Debt on such day to (ii) EBITDA (for the twelve-month
period ending on such day) for the Borrower and its Consolidated Subsidiaries
to be greater than 2.25 to 1.0.

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(f) After the date that is two (2) years after the
Closing Date through and including the date that is three (3) years after the
Closing Date, the Borrower will not permit as of the last day of any fiscal
quarter the ratio of (i) Funded Debt on such day to (ii) EBITDA (for the
twelve-month period ending on such day) for the Borrower and its Consolidated
Subsidiaries to be greater than 2.00 to 1.0.

(g) After the date that is three (3) years after the
Closing Date through and including the Termination Date, the Borrower will not
permit as of the last day of any fiscal quarter the ratio of (i) Funded Debt on
such day to (ii) EBITDA (for the twelve-month period ending on such day) for
the Borrower and its Consolidated Subsidiaries to be greater than 1.75 to 1.0.

Section 9.16 Sale of Properties. The Borrower will not, and
will not permit any Subsidiary to, sell, assign, convey or otherwise transfer
any interest in any Property except for (i) assets sold, transferred or
otherwise disposed of in the ordinary course of business, including obsolete
assets; and (ii) other assets sold, transferred, terminated or otherwise
disposed of in any year; provided that the proceeds realized from such sale,
transfer, termination or disposition in any applicable year in excess of the
greater of (a) 10% of the Tangible Assets of the Borrower as of the beginning
of such year or (b) $500,000, are either reinvested within one year in similar
assets or used to repay the Indebtedness of the Borrower. Until the net
proceeds of such sale, transfer or other disposition are reinvested, the funds
may be invested pursuant to Section 9.03(d), (e), (f) and (g) or applied
against the Indebtedness.

Section 9.17 Environmental Matters. Neither the Borrower nor
any Subsidiary will cause or permit any of its Property to be in violation of,
or do anything or permit anything to be done which will subject any such
Property to any remedial obligations under any Environmental Laws, assuming
disclosure to the applicable Governmental Authority of all relevant facts,
conditions and circumstances, if any, pertaining to such Property where such
violations or remedial obligations would have a Material Adverse Effect.

Section 9.18 Transactions with Affiliates. Neither the
Borrower nor any Subsidiary will enter into any transaction, including,
without limitation, any purchase, sale, lease or exchange of Property or the
rendering of any service, with any (i) Affiliate or (ii) any director or
officer of such first Person or of any Person referred to in clause (i) above
and (iii) if any Person in clause (i) above is an individual, any member of the
immediate family (including parents, spouse and children) of such individual
and any trust whose principal beneficiary is such individual or one or more
members of such immediate family and any Person who is controlled by any such
member or trust, unless such transactions are otherwise permitted under this
Agreement, are in the ordinary course of its business and are upon fair and
reasonable terms no less favorable to it than it would obtain in a comparable
arm's length transaction with a Person not (i) an Affiliate or (ii) any
director or officer of such first Person or of any Person referred to in clause
(i) above and (iii) if any Person in clause (i) above is an individual, any
member of the immediate family (including parents, spouse and children) of such
individual and any trust whose principal beneficiary is such individual or one
or more members of such immediate family and any Person who is controlled by
any such member or trust.

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Section 9.19 Subsidiaries and Partnerships. The Borrower
shall not, and shall not permit any Subsidiary to, create any additional
Subsidiaries or partnerships unless Borrower shall first give five (5) Business
Days' prior written notice to Agent of Borrower's intention to create a new
Subsidiary. In every case (i) each new Subsidiary shall immediately execute a
written instrument of guaranty, unconditionally guaranteeing payment of all
Indebtedness under this Agreement and the Notes, and (ii) the Borrower shall
deliver to Agent and the Lenders a revised Schedule 7.14 with respect to each
new Subsidiary which shall be automatically upon delivery an amendment to the
prior Schedule 7.14. The Borrower shall not and shall not permit any
Subsidiary to sell or to issue any stock of a Subsidiary or any interest in a
partnership. The Borrower shall not permit any Subsidiary to issue any stock
except to the Borrower and except in compliance with Section 9.03.

ARTICLE X

EVENTS OF DEFAULT; REMEDIES

Section 10.01 Events of Default. One or more of the
following events shall constitute an "Event of Default":

(a) the Borrower shall default in the payment or
prepayment when due of any principal of or interest on any Loan, or any
reimbursement obligation for a disbursement made under any Letter of Credit, or
any fees or other amount payable by it hereunder and such default, other than a
default of a payment or prepayment of principal, shall continue unremedied for
a period of five (5) Business Days; or

(b) the Borrower or any Subsidiary shall default in the
payment when due of any principal of or interest on any of its other Debt
aggregating $1,000,000 or more, or any event specified in any note, agreement,
indenture or other document evidencing or relating to any such Debt shall occur
if the effect of such event is to cause, or (with the giving of any notice or
the lapse of time or both) to permit the holder or holders of such Debt (or a
trustee or agent on behalf of such holder or holders) to cause, such Debt to
become due prior to its stated maturity; or

(c) any representation, warranty or certification made or
deemed made herein or by the Borrower or any Subsidiary, or any certificate
furnished to any Lender or the Agent pursuant to the provisions hereof, shall
prove to have been false or misleading as of the time made or furnished in any
material respect; or

(d) the Borrower shall default in the performance of any
of its obligations under Article IX or any other Article of this Agreement
other than under Article VIII; or the Borrower shall default in the performance
of any of its obligations under Article VIII or any Security Instrument (other
than the payment of amounts due which shall be governed by Section 10.01(a))
and such default shall continue unremedied for a period of thirty (30) days
after the earlier to occur of (i) notice thereof to the Borrower by the Agent
or any Lender (through the Agent), or (ii) the Borrower otherwise becoming
aware of such default; or

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(e) the Borrower shall admit in writing its inability to,
or be generally unable to, pay its debts as such debts become due; or

(f) the Borrower shall (i) apply for or consent to the
appointment of, or the taking of possession by, a receiver, custodian, trustee
or liquidator of itself or of all or a substantial part of its property, (ii)
make a general assignment for the benefit of its creditors, (iii) commence a
voluntary case under the Federal Bankruptcy Code (as now or hereafter in
effect), (iv) file a petition seeking to take advantage of any other law
relating to bankruptcy, insolvency, reorganization, winding-up, liquidation or
composition or readjustment of debts, (v) fail to controvert in a timely and
appropriate manner, or acquiesce in writing to, any petition filed against it
in an involuntary case under the Federal Bankruptcy Code, or (vi) take any
corporate action for the purpose of effecting any of the foregoing; or

(g) a proceeding or case shall be commenced, without the
application or consent of the Borrower, in any court of competent jurisdiction,
seeking (i) its liquidation, reorganization, dissolution or winding-up, or the
composition or readjustment of its debts, (ii) the appointment of a trustee,
receiver, custodian, liquidator or the like of the Borrower of all or any
substantial part of its assets, or (iii) similar relief in respect of the
Borrower under any law relating to bankruptcy, insolvency, reorganization,
winding-up, or composition or adjustment of debts, and such proceeding or case
shall continue undismissed, or an order, judgment or decree approving or
ordering any of the foregoing shall be entered and continue unstayed and in
effect, for a period of 60 days; or (iv) an order for relief against the
Borrower shall be entered in an involuntary case under the Federal Bankruptcy
Code; or

(h) a judgment or judgments for the payment of money in
excess of $500,000 in the aggregate shall be rendered by a court against the
Borrower or any Subsidiary and the same shall not be discharged (or provision
shall not be made for such discharge), or a stay of execution thereof shall not
be procured, within thirty (30) days from the date of entry thereof and the
Borrower or such Subsidiary shall not, within said period of 30 days, or such
longer period during which execution of the same shall have been stayed, appeal
therefrom and cause the execution thereof to be stayed during such appeal;

(i) any Subsidiary takes, suffers or permits to exist any
of the events or conditions referred to in paragraphs (e), (f), (g) or (h)
hereof; or

(j) a Change in Control occurs.

Section 10.02 Remedies.

(a) In the case of an Event of Default other than one
referred to in clauses (e), (f) or (g) of Section 10.01 or in clause (i) to the
extent it relates to clauses (e), (f) or (g), the Agent may and, upon request
of the Majority Lenders, shall, by notice to the Borrower, cancel the
Commitments and/or declare the principal amount then outstanding of, and the
accrued interest on, the Loans and all other amounts payable by the Borrower
hereunder and under the Notes (including without limitation the payment of cash
collateral to secure the LC Exposure as provided in Section 2.09(b)

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hereof) to be forthwith due and payable, whereupon such amounts shall be
immediately due and payable without presentment, demand, protest, notice of
intent to accelerate, notice of acceleration or other formalities of any kind,
all of which are hereby expressly waived by the Borrower.

(b) In the case of the occurrence of an Event of Default
referred to in clauses (e), (f) or (g) of Section 10.01 or in clause (i) to the
extent it relates to clauses (e), (f) or (g), the Commitments shall be
automatically canceled and the principal amount then outstanding of, and the
accrued interest on, the Loans and all other amounts payable by the Borrower
hereunder and under the Notes (including without limitation the payment of cash
collateral to secure the LC Exposure as provided in Section 2.09(b) hereof)
shall become automatically immediately due and payable without presentment,
demand, protest, notice of intent to accelerate, notice of acceleration or
other formalities of any kind, all of which are hereby expressly waived by the
Borrower.

(c) All proceeds received after maturity of the Notes,
whether by acceleration or otherwise shall be applied first to reimbursement of
expenses and indemnities provided for in this Agreement; second to accrued
interest on the Notes; third to fees; fourth pro rata to principal outstanding
on the Notes and other Indebtedness; fifth to serve as cash collateral to be
held by the Agent to secure the LC Exposure; and any excess shall be paid to
the Borrower or as otherwise required by any Governmental Requirement.

ARTICLE XI

THE AGENT

Section 11.01 Appointment, Powers and Immunities. Each
Lender hereby irrevocably appoints and authorizes the Agent to act as its agent
hereunder with such powers as are specifically delegated to the Agent by the
terms of this Agreement, together with such other powers as are reasonably
incidental thereto. The Agent (which term as used in this sentence and in
Section 11.05 and the first sentence of Section 11.06 shall include reference
to its Affiliates and its and its Affiliates' officers, directors, employees,
attorneys, accountants, experts and agents): (i) shall have no duties or
responsibilities except those expressly set forth in the Loan Documents, and
shall not by reason of the Loan Documents be a trustee or fiduciary for any
Lender; (ii) makes no representation or warranty to any Lender and shall not be
responsible to the Lenders for any recitals, statements, representations or
warranties contained in this Agreement, or in any certificate or other document
referred to or provided for in, or received by any of them under, this
Agreement, or for the value, validity, effectiveness, genuineness, execution,
effectiveness, legality, enforceability or sufficiency of this Agreement, any
Note or any other document referred to or provided for herein or for any
failure by the Borrower or any other Person (other than the Agent) to perform
any of its obligations hereunder or thereunder or the financial or other
condition of the Borrower, its Subsidiaries or any other obligor or guarantor;
(iii) except pursuant to Section 11.07 shall not be required to initiate or
conduct any litigation or collection proceedings hereunder; and (iv) shall not
be responsible for any action taken or omitted to be taken by it hereunder or
under any other document or instrument referred to or provided for herein or in
connection herewith including its own ordinary negligence, except for its own
gross negligence or willful misconduct. The Agent may

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employ agents, accountants, attorneys and experts and shall not be responsible
for the negligence or misconduct of any such agents, accountants, attorneys or
experts selected by it in good faith or any action taken or omitted to be taken
in good faith by it in accordance with the advice of such agents, accountants,
attorneys or experts. The Agent may deem and treat the payee of any Note as
the holder thereof for all purposes hereof unless and until a written notice of
the assignment or transfer thereof permitted hereunder shall have been filed
with the Agent. The Agent is authorized to release any collateral that is
permitted to be sold or released pursuant to the terms of the Loan Documents.

Section 11.02 Reliance by Agent. The Agent shall be entitled
to rely upon any certification, notice or other communication (including any
thereof by telephone, telex, telecopier, telegram or cable) believed by it to
be genuine and correct and to have been signed or sent by or on behalf of the
proper Person or Persons, and upon advice and statements of legal counsel,
independent accountants and other experts selected by the Agent.

Section 11.03 Defaults. The Agent shall not be deemed to
have knowledge of the occurrence of a Default (other than the non-payment of
principal of or interest on Loans or of fees or failure to reimburse for Letter
of Credit drawings) unless the Agent has received notice from a Lender or the
Borrower specifying such Default and stating that such notice is a "Notice of
Default." In the event that the Agent receives such a notice of the occurrence
of a Default, the Agent shall give prompt notice thereof to the Lenders. In
the event of a payment Default, the Agent shall give each Lender prompt notice
of each such payment Default.

Section 11.04 Rights as a Lender. With respect to its
Commitments and the Loans made by it and its participation in the issuance of
Letters of Credit, TCB (and any successor acting as Agent) in its capacity as a
Lender hereunder shall have the same rights and powers hereunder as any other
Lender and may exercise the same as though it were not acting as the Agent, and
the term "Lender" or "Lenders" shall, unless the context otherwise indicates,
include the Agent in its individual capacity. TCB (and any successor acting as
Agent) and its Affiliates may (without having to account therefor to any
Lender) accept deposits from, lend money to and generally engage in any kind of
banking, trust or other business with the Borrower (and any of its Affiliates)
as if it were not acting as the Agent, and TCB and its Affiliates may accept
fees and other consideration from the Borrower for services in connection with
this Agreement or otherwise without having to account for the same to the
Lenders.

Section 11.05 INDEMNIFICATION. THE LENDERS AGREE TO
INDEMNIFY THE AGENT RATABLY IN ACCORDANCE WITH THEIR PERCENTAGE SHARES FOR THE
INDEMNITY MATTERS AS DESCRIBED IN SECTION 12.03 TO THE EXTENT NOT INDEMNIFIED
OR REIMBURSED BY THE BORROWER UNDER SECTION 12.03, BUT WITHOUT LIMITING THE
OBLIGATIONS OF THE BORROWER UNDER SAID SECTION 12.03 AND FOR ANY AND ALL OTHER
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS,
SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND AND NATURE WHATSOEVER WHICH
MAY BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE AGENT IN ANY WAY
RELATING TO OR ARISING OUT OF: (I) THIS AGREEMENT OR ANY OTHER DOCUMENTS
CONTEMPLATED BY OR REFERRED TO HEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY,
BUT EXCLUDING, UNLESS A DEFAULT HAS OCCURRED AND IS

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CONTINUING, NORMAL ADMINISTRATIVE COSTS AND EXPENSES INCIDENT TO THE
PERFORMANCE OF ITS AGENCY DUTIES HEREUNDER OR (II) THE ENFORCEMENT OF ANY OF
THE TERMS OF THIS AGREEMENT OR OF ANY SUCH OTHER DOCUMENTS; WHETHER OR NOT ANY
OF THE FOREGOING SPECIFIED IN THIS SECTION 11.05 ARISES FROM THE SOLE OR
CONCURRENT NEGLIGENCE OF THE AGENT, PROVIDED THAT NO LENDER SHALL BE LIABLE FOR
ANY OF THE FOREGOING TO THE EXTENT THEY ARISE FROM THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE AGENT.

Section 11.06 Non-Reliance on Agent and other Lenders. Each
Lender acknowledges and agrees that it has, independently and without reliance
on the Agent or any other Lender, and based on such documents and information
as it has deemed appropriate, made its own credit analysis of the Borrower and
its decision to enter into this Agreement, and that it will, independently and
without reliance upon the Agent or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own analysis and decisions in taking or not taking action under this
Agreement. The Agent shall not be required to keep itself informed as to the
performance or observance by the Borrower of this Agreement, the Notes or any
other document referred to or provided for herein or to inspect the properties
or books of the Borrower. Except for notices, reports and other documents and
information expressly required to be furnished to the Lenders by the Agent
hereunder, the Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the affairs, financial
condition or business of the Borrower (or any of its Affiliates) which may come
into the possession of the Agent or any of its Affiliates.

Section 11.07 Action by Agent. Except for action or other
matters expressly required of the Agent hereunder, the Agent shall in all cases
be fully justified in failing or refusing to act hereunder unless it shall (i)
receive written instructions from the Majority Lenders specifying the action to
be taken, and (ii) be indemnified to its satisfaction by the Lenders against
any and all liability and expenses which may be incurred by it by reason of
taking or continuing to take any such action. The instructions of the Majority
Lenders and any action taken or failure to act pursuant thereto by the Agent
shall be binding on all of the Lenders. If a Default has occurred and is
continuing, the Agent shall take such action with respect to such Default as
shall be directed by the Majority Lenders in the written instructions (with
indemnities) described in this Section 11.07, provided that, unless and until
the Agent shall have received such directions, the Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with
respect to such Default as it shall deem advisable in the best interests of the
Lenders. In no event, however, shall the Agent be required to take any action
which exposes the Agent to personal liability or which is contrary to this
Agreement or applicable law.

Section 11.08 Resignation or Removal of Agent. Subject to
the appointment and acceptance of a successor Agent as provided below, the
Agent may resign at any time by giving notice thereof to the Lenders and the
Borrower, and the Agent may be removed at any time with or without cause by the
Majority Lenders. Upon any such resignation or removal, the Majority Lenders
shall have the right to appoint a successor Agent following two (2) Business
Days notice thereof to the Borrower. If no successor Agent shall have been so
appointed by the Majority Lenders and shall have accepted such appointment
within thirty (30) days after the retiring Agent's giving of notice of
resignation or the Majority Lenders' removal of the retiring Agent, then the
retiring Agent may, on

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behalf of the Lenders, appoint a successor Agent. Upon the acceptance of such
appointment hereunder 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 the retiring Agent shall be discharged
from its duties and obligations hereunder. After any retiring Agent's
resignation or removal hereunder as Agent, the provisions of this Article XI
and Section 12.03 shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as the Agent.

ARTICLE XII

MISCELLANEOUS

Section 12.01 Waiver. No failure on the part of the Agent or
any Lender to exercise and no delay in exercising, and no course of dealing
with respect to, any right, power or privilege under any of the Loan Documents
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, power or privilege under any of the Loan Documents preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. The remedies provided herein are cumulative and not exclusive of
any remedies provided by law.

Section 12.02 Notices. All notices and other communications
provided for herein and in the other Loan Documents (including, without
limitation, any modifications of, or waivers or consents under, this Agreement
or the other Loan Documents) shall be given or made by telex, telecopy, courier
or U.S. Mail or in writing and telexed, telecopied, mailed or delivered to the
intended recipient at the "Address for Notices" specified below its name on the
signature pages hereof or in the Loan Documents or, as to any party, at such
other address as shall be designated by such party in a notice to each other
party. Except as otherwise provided in this Agreement or in the other Loan
Documents, all such communications shall be deemed to have been duly given when
transmitted, if transmitted before 1:00 p.m. local time on a Business Day
(otherwise on the next succeeding Business Day) by telex or telecopier and
evidence or confirmation of receipt is obtained, or personally delivered or, in
the case of a mailed notice, three (3) Business Days after the date deposited
in the mails, postage prepaid, certified, return-receipt requested, in each
case given or addressed as aforesaid.

Section 12.03 Payment of Expenses, Indemnities, etc. The
Borrower agrees:

(a) whether or not the transactions hereby contemplated
are consummated, pay all reasonable expenses of the Agent in the administration
(both before and after the execution hereof and including advice of counsel as
to the rights and duties of the Agent and the Lenders with respect thereto) of,
and in connection with the negotiation, syndication, investigation,
preparation, execution and delivery of, recording or filing of, preservation of
rights under, enforcement of, and refinancing, renegotiation or restructuring
of, the Loan Documents and any amendment, waiver or consent relating thereto
(including, without limitation, travel, photocopy, mailing, courier, telephone
and other similar expenses of the Agent, the reasonable fees and disbursements
of counsel and upon the occurrence of an Event of Default, the cost of
environmental audits, surveys and appraisals at

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reasonable intervals, the reasonable fees and disbursements of outside
consultants for the Agent, and, in the case of enforcement, the reasonable
fees and disbursements of counsel for the Agent and any of the Lenders); and
promptly reimburse the Agent for all amounts expended, advanced or incurred by
the Agent or the Lenders to satisfy any obligation of the Borrower under this
Agreement;

(b) TO INDEMNIFY THE AGENT AND EACH LENDER AND EACH OF
THEIR AFFILIATES AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES,
REPRESENTATIVES, AGENTS, ATTORNEYS, ACCOUNTANTS AND EXPERTS ("INDEMNIFIED
PARTIES") FROM, HOLD EACH OF THEM HARMLESS AGAINST AND PROMPTLY UPON DEMAND PAY
OR REIMBURSE EACH OF THEM FOR, THE INDEMNITY MATTERS WHICH MAY BE INCURRED BY
OR ASSERTED AGAINST OR INVOLVE ANY OF THEM (WHETHER OR NOT ANY OF THEM IS
DESIGNATED A PARTY THERETO) AS A RESULT OF, ARISING OUT OF OR IN ANY WAY
RELATED TO (I) ANY ACTUAL OR PROPOSED USE BY THE BORROWER OF THE PROCEEDS OF
ANY OF THE LOANS OR LETTERS OF CREDIT, (II) THE EXECUTION, DELIVERY AND
PERFORMANCE OF THE LOAN DOCUMENTS, (III) THE OPERATIONS OF THE BUSINESS OF THE
BORROWER AND ITS SUBSIDIARIES, (IV) THE FAILURE OF THE BORROWER OR ANY
SUBSIDIARY TO COMPLY WITH THE TERMS OF THIS AGREEMENT OR WITH ANY GOVERNMENTAL
REQUIREMENT, (V) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY
WARRANTY OF THE BORROWER OR ANY GUARANTOR SET FORTH IN ANY OF THE LOAN
DOCUMENTS, (VI) THE ISSUANCE, EXECUTION AND DELIVERY OR TRANSFER OF OR PAYMENT
OR FAILURE TO PAY UNDER ANY LETTER OF CREDIT, (VII) THE PAYMENT OF A DRAWING
UNDER ANY LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE, NON-DELIVERY OR
OTHER IMPROPER PRESENTATION OF THE MANUALLY EXECUTED DRAFT(S) AND
CERTIFICATION(S) OR (VIII) ANY OTHER ASPECT OF THE LOAN DOCUMENTS, INCLUDING,
WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND ALL
OTHER EXPENSES INCURRED IN CONNECTION WITH INVESTIGATING, DEFENDING OR
PREPARING TO DEFEND ANY SUCH ACTION, SUIT, PROCEEDING (INCLUDING ANY
INVESTIGATIONS, LITIGATION OR INQUIRIES) OR CLAIM AND INCLUDING ALL INDEMNITY
MATTERS ARISING BY REASON OF THE ORDINARY NEGLIGENCE OF ANY INDEMNIFIED PARTY,
BUT EXCLUDING ALL INDEMNITY MATTERS ARISING SOLELY BY REASON OF CLAIMS BETWEEN
THE LENDERS OR ANY LENDER AND THE AGENT OR A LENDER'S SHAREHOLDERS AGAINST THE
AGENT OR LENDER OR BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON
THE PART OF THE INDEMNIFIED PARTY; AND

(c) TO INDEMNIFY AND HOLD HARMLESS FROM TIME TO TIME THE
INDEMNIFIED PARTY FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, COST RECOVERY
ACTIONS, ADMINISTRATIVE ORDERS OR PROCEEDINGS, DAMAGES AND LIABILITIES TO WHICH
ANY SUCH PERSON MAY BECOME SUBJECT (I) IN CONNECTION WITH THE BORROWER OR ANY
OF ITS SUBSIDIARIES' USE, RELEASE, TREATMENT OR DISPOSAL OF HAZARDOUS
SUBSTANCES ON ANY OF THEIR PROPERTIES, (II) AS A RESULT OF THE BREACH OR
NON-COMPLIANCE BY THE BORROWER OR ANY SUBSIDIARY WITH ANY ENVIRONMENTAL LAW
APPLICABLE TO THE BORROWER OR ANY SUBSIDIARY, (III) DUE TO PAST OWNERSHIP BY
THE BORROWER OR ANY SUBSIDIARY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON
ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME,
COULD RESULT IN PRESENT LIABILITY, (IV) THE PRESENCE, USE, RELEASE, STORAGE,
TREATMENT OR DISPOSAL OF HAZARDOUS SUBSTANCES ON OR AT ANY OF THE PROPERTIES
OWNED OR OPERATED BY THE BORROWER OR ANY SUBSIDIARY, OR (V) ANY OTHER
ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE BORROWER

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OR ANY OF ITS SUBSIDIARIES OR THE LOAN DOCUMENTS, PROVIDED, HOWEVER, NO
INDEMNITY SHALL BE AFFORDED UNDER THIS SECTION 12.03(C) IN RESPECT OF ANY
PROPERTY FOR ANY OCCURRENCE ARISING FROM THE ACTS OR OMISSIONS OF THE AGENT OR
ANY LENDER DURING THE PERIOD AFTER WHICH SUCH PERSON, ITS SUCCESSORS OR ASSIGNS
SHALL HAVE OBTAINED POSSESSION OF SUCH PROPERTY (WHETHER BY FORECLOSURE OR DEED
IN LIEU OF FORECLOSURE, AS MORTGAGEE-IN-POSSESSION OR OTHERWISE).

(d) No Indemnified Party may settle any claim to be
indemnified without the consent of the indemnitor, such consent not to be
unreasonably withheld; provided, that the indemnitor may not reasonably
withhold consent to any settlement that an Indemnified Party proposes, if the
indemnitor does not have the financial ability to pay all its obligations
outstanding and asserted against the indemnitor at that time, including the
maximum potential claims against the Indemnified Party to be indemnified
pursuant to this Section 12.03.

(e) In the case of any indemnification hereunder, the
Agent or Lender, as appropriate shall give notice to the Borrower of any such
claim or demand being made against the Indemnified Party and the Borrower shall
have the non-exclusive right to join in the defense against any such claim or
demand provided that if the Borrower provides a defense, the Indemnified Party
shall bear its own cost of defense unless there is a conflict between the
Borrower and such Indemnified Party.

(f) THE FOREGOING INDEMNITIES SHALL EXTEND TO THE
INDEMNIFIED PARTIES NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY
KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE
ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT
CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE
INDEMNIFIED PARTIES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON
ANY ONE OR MORE OF THE INDEMNIFIED PARTIES. TO THE EXTENT THAT AN INDEMNIFIED
PARTY IS FOUND TO HAVE COMMITTED AN ACT OF GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, THIS CONTRACTUAL OBLIGATION OF INDEMNIFICATION SHALL CONTINUE BUT
SHALL ONLY EXTEND TO THE PORTION OF THE CLAIM THAT IS DEEMED TO HAVE OCCURRED
BY REASON OF EVENTS OTHER THAN THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
THE INDEMNIFIED PARTY.

(g) The Borrower's obligations under this Section 12.03
shall survive any termination of this Agreement and the payment of the Notes
and shall continue thereafter in full force and effect.

(h) The Borrower shall pay any amounts due under this
Section 12.03 within thirty (30) days of the receipt by the Borrower of notice
of the amount due.

Section 12.04 Amendments, Etc. Except as provided in Section
9.19, any provision of this Agreement may be amended, modified or waived with
the Borrower's and the Majority Lenders' prior written consent; provided that
(i) no amendment, modification or waiver which extends the maturity of the
Loans, increases the Aggregate Maximum Credit Amounts, modifies the Borrowing
Base, forgives the principal amount of any Indebtedness outstanding under this

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Agreement, releases any guarantor of the Indebtedness, reduces the interest
rate applicable to the Loans or the fees payable to the Lenders generally,
affects Section 2.03(a), this Section 12.04 or Section 12.06(a) or modifies the
definition of "Majority Lenders" shall be effective without consent of all
Lenders; (ii) no amendment, modification or waiver which increases the Maximum
Credit Amount of any Lender shall be effective without the consent of such
Lender; and (iii) no amendment, modification or waiver which modifies the
rights, duties or obligations of the Agent shall be effective without the
consent of the Agent.

Section 12.05 Successors and Assigns. This Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.

Section 12.06 Assignments and Participations.

(a) The Borrower may not assign its rights or obligations
hereunder or under the Notes or any Letters of Credit without the prior consent
of all of the Lenders and the Agent.

(b) Any Lender may, upon the written consent of the Agent
(which consent will not be unreasonably withheld) and, in the case of an
assignment to other banks, written notice to the Borrower, or in the case of an
assignment to an entity other than a bank, written consent of the Borrower
(which consent will not be unreasonably withheld), assign to one or more
assignees all or a portion of its rights and obligations under this Agreement
pursuant to an Assignment Agreement substantially in the form of Exhibit F (an
"Assignment") provided, however, that any such assignment shall be in the
amount of at least $10,000,000 or such lesser amount to which the Borrower has
consented. Any such assignment will become effective upon the execution and
delivery to the Agent of the Assignment and the consent of the Agent. Promptly
after receipt of an executed Assignment, the Agent shall send to the Borrower a
copy of such executed Assignment. Upon receipt of such executed Assignment,
the Borrower, will, at its own expense, execute and deliver new Notes to the
assignor and/or assignee, as appropriate, in accordance with their respective
interests as they appear. Upon the effectiveness of any assignment pursuant to
this Section 12.06(b), the assignee will become a "Lender," if not already a
"Lender," for all purposes of this Agreement. The assignor shall be relieved
of its obligations hereunder to the extent of such assignment (and if the
assigning Lender no longer holds any rights or obligations under this
Agreement, such assigning Lender shall cease to be a "Lender" hereunder except
that its rights under Sections 4.06, 5.01, 5.05 and 12.03 shall not be
affected). The Agent will prepare on the last Business Day of each month
during which an assignment has become effective pursuant to this Section
12.06(b), a new Annex 1 giving effect to all such assignments effected during
such month, and will promptly provide the same to the Borrower and each of the
Lenders.

(c) Each Lender may transfer, grant or assign
participations in all or any part of such Lender's interests hereunder pursuant
to this Section 12.06(c) to any Person, provided that: (i) such Lender shall
remain a "Lender" for all purposes of this Agreement and the transferee of such
participation shall not constitute a "Lender" hereunder; and (ii) no
participant under any such participation shall have rights to approve any
amendment to or waiver of any of the Loan Documents except to the extent such
amendment or waiver would (x) forgive any principal owing on any Indebtedness
or extend the Termination Date, (y) reduce the interest rate (other than as a
result of

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waiving the applicability of any post-default increases in interest rates) or
fees applicable to any of the Commitments or Loans or Letters of Credit in
which such participant is participating, or postpone the payment of any
thereof, or (z) release any guarantor of the Indebtedness in which such
participant is participating. In the case of any such participation, all
amounts payable by the Borrower hereunder shall be determined as if such Lender
had not sold such participation, provided that such participant shall be
entitled to receive additional amounts under Article V on the same basis as if
it were a Lender and be indemnified under Section 12.03 as if it were a Lender.
In addition, each agreement creating any participation must include an
agreement by the participant to be bound by the provisions of Section 12.15.

(d) The Lenders may furnish any information concerning
the Borrower in the possession of the Lenders from time to time to assignees
and participants (including prospective assignees and participants); provided
that, such Persons agree in writing to be bound by the provisions of Section
12.15 hereof.

(e) Notwithstanding anything in this Section 12.06 to the
contrary, any Lender may assign and pledge its Note to any Federal Reserve Bank
or the United States Treasury as collateral security pursuant to Regulation A
of the Board of Governors of the Federal Reserve System and any operating
circular issued by such Federal Reserve System and/or such Federal Reserve
Bank. No such assignment and/or pledge shall release the assigning and/or
pledging Lender from its obligations hereunder.

(f) Notwithstanding any other provisions of this Section
12.06, no transfer or assignment of the interests or obligations of any Lender
or any grant of participations therein shall be permitted if such transfer,
assignment or grant would require the Borrower to file a registration statement
with the SEC or to qualify the Loans under the "Blue Sky" laws of any state.

Section 12.07 Invalidity. In the event that any one or more
of the provisions contained in any of the Loan Documents or the Letters of
Credit, the Letter of Credit Agreements shall, for any reason, be held invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of the Notes or this
Agreement.

Section 12.08 Counterparts. This Agreement may be executed
in any number of counterparts, all of which taken together shall constitute one
and the same instrument and any of the parties hereto may execute this
Agreement by signing any such counterpart.

Section 12.09 References. The words "herein," "hereof,"
"hereunder" and other words of similar import when used in this Agreement refer
to this Agreement as a whole, and not to any particular article, section or
subsection. Any reference herein to a Section shall be deemed to refer to the
applicable Section of this Agreement unless otherwise stated herein. Any
reference herein to an exhibit or schedule shall be deemed to refer to the
applicable exhibit or schedule attached hereto unless otherwise stated herein.

Section 12.10 Survival. The obligations of the parties under
Section 4.06, Article V, and Sections 11.05 and 12.03 shall survive the
repayment of the Loans and the termination of the

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Commitments. To the extent that any payments on the Indebtedness are
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required to be repaid to a trustee, debtor in possession, receiver or other
Person under any bankruptcy law, common law or equitable cause, then to such
extent, the Indebtedness so satisfied shall be revived and continue as if such
payment or proceeds had not been received and the Agent's and the Lenders'
rights, powers and remedies under this Agreement shall continue in full force
and effect.

Section 12.11 Captions. Captions and section headings
appearing herein are included solely for convenience of reference and are not
intended to affect the interpretation of any provision of this Agreement.

Section 12.12 NO ORAL AGREEMENTS. THE LOAN DOCUMENTS EMBODY
THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES AND SUPERSEDE ALL
OTHER AGREEMENTS AND UNDERSTANDINGS BETWEEN SUCH PARTIES RELATING TO THE
SUBJECT MATTER HEREOF AND THEREOF. THE LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Section 12.13 GOVERNING LAW; SUBMISSION TO JURISDICTION.

(a) THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS EXCEPT TO THE
EXTENT THAT UNITED STATES FEDERAL LAW PERMITS ANY LENDER TO CHARGE INTEREST AT
THE RATE ALLOWED BY THE LAWS OF THE STATE WHERE SUCH LENDER IS LOCATED. TEX.
REV. CIV. STAT. ANN. ART. 5069, CH. 15 (WHICH REGULATES CERTAIN REVOLVING
CREDIT LOAN ACCOUNTS AND REVOLVING TRI-PARTY ACCOUNTS) SHALL NOT APPLY TO THIS
AGREEMENT OR THE NOTES.

(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THE
LOAN DOCUMENTS SHALL BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS OR OF THE
UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF TEXAS, AND, BY EXECUTION
AND DELIVERY OF THIS AGREEMENT, THE BORROWER HEREBY ACCEPTS FOR ITSELF AND (TO
THE EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE BORROWER HEREBY
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION
TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH
IT MAY NOR OW HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING
IN SUCH RESPECTIVE JURISDICTIONS. THIS SUBMISSION TO JURISDICTION IS
NON-EXCLUSIVE AND DOES NOT PRECLUDE THE AGENT OR ANY LENDER FROM OBTAINING
JURISDICTION OVER THE BORROWER IN ANY COURT OTHERWISE HAVING JURISDICTION.

(c) NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENT OR ANY
LENDER OR ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE
BORROWER IN ANY OTHER JURISDICTION.

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(d) EACH OF THE BORROWER, THE AGENT AND EACH LENDER
HEREBY (I) IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT
PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO
THIS AGREEMENT OR ANY SECURITY INSTRUMENT AND FOR ANY COUNTERCLAIM THEREIN;
(II) IRREVOCABLY WAIVE, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT
IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES; (III) CERTIFY THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR
AGENT OF COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVERS, AND (IV) ACKNOWLEDGE THAT IT HAS BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS
SECTION 12.13.

Section 12.14 Interest. It is the intention of the parties
hereto that each Lender shall conform strictly to usury laws applicable to it.
Accordingly, if the transactions contemplated hereby would be usurious as to
any Lender under laws applicable to it (including the laws of the United States
of America and the State of Texas or any other jurisdiction whose laws may be
mandatorily applicable to such Lender notwithstanding the other provisions of
this Agreement), then, in that event, notwithstanding anything to the contrary
in any of the Loan Documents or any agreement entered into in connection with
or as security for the Notes, it is agreed as follows: (i) the aggregate of
all consideration which constitutes interest under law applicable to any Lender
that is contracted for, taken, reserved, charged or received by such Lender
under any of the Loan Documents or agreements or otherwise in connection with
the Notes shall under no circumstances exceed the maximum amount allowed by
such applicable law, and any excess shall be canceled automatically and if
theretofore paid shall be credited by such Lender on the principal amount of
the Indebtedness (or, to the extent that the principal amount of the
Indebtedness shall have been or would thereby be paid in full, refunded by such
Lender to the Borrower); and (ii) in the event that the maturity of the Notes
is accelerated by reason of an election of the holder thereof resulting from
any Event of Default under this Agreement or otherwise, or in the event of any
required or permitted prepayment, then such consideration that constitutes
interest under law applicable to any Lender may never include more than the
maximum amount allowed by such applicable law, and excess interest, if any,
provided for in this Agreement or otherwise shall be canceled automatically by
such Lender as of the date of such acceleration or prepayment and, if
theretofore paid, shall be credited by such Lender on the principal amount of
the Indebtedness (or, to the extent that the principal amount of the
Indebtedness shall have been or would thereby be paid in full, refunded by such
Lender to the Borrower). All sums paid or agreed to be paid to any Lender for
the use, forbearance or detention of sums due hereunder shall, to the extent
permitted by law applicable to such Lender, be amortized, prorated, allocated
and spread throughout the full term of the Loans evidenced by the Notes until
payment in full so that the rate or amount of interest on account of any Loans
hereunder does not exceed the maximum amount allowed by such applicable law.
If at any time and from time to time (i) the amount of interest payable to any
Lender on any date shall be computed at the Highest Lawful Rate applicable

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to such Lender pursuant to this Section 12.14 and (ii) in respect of any
subsequent interest computation period the amount of interest otherwise payable
to such Lender would be less than the amount of interest payable to such Lender
computed at the Highest Lawful Rate applicable to such Lender, then the amount
of interest payable to such Lender in respect of such subsequent interest
computation period shall continue to be computed at the Highest Lawful Rate
applicable to such Lender until the total amount of interest payable to such
Lender shall equal the total amount of interest which would have been payable
to such Lender if the total amount of interest had been computed without giving
effect to this Section 12.14. To the extent that Article 5069-1.04 of the
Texas Revised Civil Statutes is relevant for the purpose of determining the
Highest Lawful Rate, such Lender elects to determine the applicable rate
ceiling under such Article by the indicated weekly rate ceiling from time to
time in effect.

Section 12.15 Confidentiality. In the event that the
Borrower provides to the Agent or the Lenders information, the Agent and the
Lenders shall thereafter maintain such information in confidence in accordance
with the standards of care and diligence that each utilizes in maintaining its
own confidential information. This obligation of confidence shall not apply to
such portions of the information which (i) are in the public domain, (ii)
hereafter become part of the public domain without the Agent or the Lenders
breaching their obligation of confidence to the Borrower, (iii) are previously
known by the Agent or the Lenders from some source other than the Borrower,
(iv) are hereafter developed by the Agent or the Lenders without using the
Borrower's information, (v) are hereafter obtained by or available to the Agent
or the Lenders from a third party who owes no obligation of confidence to the
Borrower with respect to such information or through any other means other than
through disclosure by the Borrower, (vi) are disclosed with the Borrower's
consent, (vii) must be disclosed either pursuant to any Governmental
Requirement or to Persons regulating the activities of the Agent or the
Lenders, or (viii) as may be required by law or regulation or order of any
Governmental Authority in any judicial, arbitration or governmental proceeding.
Further, the Agent or a Lender may disclose any such information to any other
Lender or its Affiliates, any independent certified public accountants, any
legal counsel employed by such Person in connection with this Agreement,
including without limitation, the enforcement or exercise of all rights and
remedies thereunder, or any assignee or participant permitted under Section
12.06 (including prospective assignees and participants) in the Loans;
provided, however, that the Agent or the Lenders shall receive a written
confidentiality agreement from the Person to whom such information is disclosed
such that said Person shall have the same obligation to maintain the
confidentiality of such information as is imposed upon the Agent or the Lenders
hereunder. Notwithstanding anything to the contrary provided herein, this
obligation of confidence shall cease three (3) years from the date the
information was furnished, unless the Borrower requests in writing at least
thirty (30) days prior to the expiration of such three year period, to maintain
the confidentiality of such information for an additional three year period.
The Borrower waives any and all other rights it may have to confidentiality as
against the Agent and the Lenders arising by contract, agreement, statute or
law except as expressly stated in this Section 12.15 or in any future written
agreements between the Borrower and the Agent or any Lender.

Section 12.16 Effectiveness. This Agreement shall be
effective on the Closing Date.

Section 12.17 EXCULPATION PROVISIONS. EACH OF THE PARTIES
HERETO SPECIFICALLY AGREES THAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY
INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS
OF THIS AGREEMENT; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF
ITS CHOICE

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THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS AGREEMENT, AND HAS
RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT; AND THAT
IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS AGREEMENT RESULT IN ONE PARTY
ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND
RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY
HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR
ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT ON THE BASIS THAT
THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS
NOT "CONSPICUOUS."

The parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.

BORROWER: BENCHMARK ELECTRONICS, INC.

By: /s/ GAYLA J. DELLY
-----------------------------------
Name: Gayla J. Delly
Title: Treasurer

Address for Notices:
3000 Technology Drive
Angleton, Texas, 77515

Telecopier No.: (409) 848-5269
Telephone No.: (409) 849-6550
Attention: Chief Financial Officer

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LENDER AND AGENT: TEXAS COMMERCE BANK NATIONAL ASSOCIATION

By: /s/ C. D. KARGES
-----------------------------------
C. D. Karges
Senior Vice President

Lending Office for BASE RATE Loans:

Texas Commerce Bank National Association
712 Main Street
Houston, Texas 77002

LENDING OFFICE FOR EURODOLLAR LOANS:

Texas Commerce Bank National Association
712 Main Street
Houston, Texas 77002

Address for Notices:

Texas Commerce Bank National Association
712 Main Street
Houston, Texas 77002

Telecopier No.: (713) 216-6004
Telephone No.: (713) 216-5929
Attention: C. D. Karges

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