<PAGE>   1
                                                              [EXECUTION COPY]



                                U.S. $200,000,000

                           REVOLVING CREDIT AGREEMENT,

                         dated as of September 29, 1997

                                      among

                                 HANDY & HARMAN,

                                as the Borrower,

                         CERTAIN FINANCIAL INSTITUTIONS,

                                 as the Lenders,

                                       and

                            THE BANK OF NOVA SCOTIA,

                          as the Administrative Agent.
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                               TABLE OF CONTENTS

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Section                                                                        Page
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                                  ARTICLE I

                       DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1     Defined Terms...............................................     2
SECTION 1.2     Use of Defined Terms........................................    29
SECTION 1.3     Cross-References............................................    29
SECTION 1.4     Accounting and Financial Determinations; No Duplication;
                   Consolidation............................................    29

                                  ARTICLE II

        COMMITMENTS, BORROWING, BIDDING AND ISSUANCE PROCEDURES, NOTE

SECTION 2.1     Commitments.................................................    29
SECTION 2.1.1   Revolving Loan Commitment and Swing Line Loan Commitment....    30
SECTION 2.1.2   Lenders Not Permitted or Required to Make Revolving Loans
                   or Swing Line Loans......................................    30
SECTION 2.1.3   Letter of Credit Commitment.................................    30
SECTION 2.1.4   Issuer Not Permitted or Required to Issue Letters of Credit.    31
SECTION 2.2     Reduction of Commitment Amounts.............................    31
SECTION 2.3     Revolving Loan and Swing Line Loan Borrowing Procedure and
                   Funding Maintenance......................................    31
SECTION 2.3.1   Revolving Loans.............................................    31
SECTION 2.3.2   Swing Line Loans............................................    32
SECTION 2.3.3   Continuation and Conversion Elections.......................    33
SECTION 2.3.4   Funding.....................................................    33
SECTION 2.4     Competitive Bid Loans.......................................    33
SECTION 2.5     Notes.......................................................    38
SECTION 2.6     Issuing the Letters of Credit...............................    39
SECTION 2.6.1   Drawings under the Letters of Credit........................    39
SECTION 2.6.2   Reimbursement on Demand.....................................    39
SECTION 2.6.3   Obligations Absolute........................................    40
SECTION 2.6.4   Action in Respect of the Letters of Credit..................    40
SECTION 2.6.5   Indemnification.............................................    41
SECTION 2.6.6   Deemed Disbursements........................................    41
SECTION 2.6.7   Other Lenders' Participation................................    42
SECTION 2.7     Extension of Stated Maturity Date and Maturity of Loans.....    42
SECTION 2.7.1   Request for Extension of Stated Maturity Date and Maturity
                   of Loans.................................................    42
SECTION 2.7.2   Consent to Extension of Stated Maturity Date and Maturity
                   of Loans.................................................    43
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SECTION 2.8     Increase of Loan Commitment Amount..........................    44

                                 ARTICLE III

                  REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

SECTION 3.1     Repayments and Prepayments..................................    45
SECTION 3.1.1   Final Maturity..............................................    45
SECTION 3.1.2   Voluntary Prepayments.......................................    45
SECTION 3.1.3   Mandatory Prepayments.......................................    46
SECTION 3.1.4   Acceleration of Stated Maturity Date........................    46
SECTION 3.2     Interest Provisions.........................................    46
SECTION 3.2.1   Rates.......................................................    46
SECTION 3.2.2   Post-Maturity Rates.........................................    47
SECTION 3.2.3   Payment ....................................................    48
SECTION 3.3     Fees........................................................    48
SECTION 3.3.1   Facility Fee................................................    48
SECTION 3.3.2   Letter of Credit Fee........................................    49
SECTION 3.3.3   Administrative Agents' Fee..................................    49
SECTION 3.3.4   Certain Other Fees..........................................    49

                                  ARTICLE IV

                    CERTAIN LIBO RATE AND OTHER PROVISIONS

SECTION 4.1     LIBO Rate Lending Unlawful..................................    49
SECTION 4.2     Deposits Unavailable........................................    50
SECTION 4.3     Increased LIBO Rate Loan Costs, etc.........................    50
SECTION 4.4     Funding Losses..............................................    51
SECTION 4.5     Increased Capital Costs.....................................    51
SECTION 4.6     Taxes.......................................................    52
SECTION 4.7     Payments, Computations, etc.................................    53
SECTION 4.8     Sharing of Payments.........................................    53
SECTION 4.9     Setoff......................................................    54
SECTION 4.10    Use of Proceeds.............................................    54
SECTION 4.11    Replacement of Lenders......................................    55
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                                  ARTICLE V

                       CONDITIONS TO CREDIT EXTENSIONS

SECTION 5.1     Initial Credit Extension....................................    55
SECTION 5.1.1   Resolutions, etc............................................    56
SECTION 5.1.2   Delivery of Notes...........................................    56
SECTION 5.1.3   Payment of Outstanding Indebtedness, etc....................    56
SECTION 5.1.4   Opinions of Counsel.........................................    56
SECTION 5.1.5   Closing Fees, Expenses, etc.................................    57
SECTION 5.1.6   Termination of Existing Agreements.........................     57
SECTION 5.1.7   Litigation..................................................    57
SECTION 5.1.8   Material Adverse Change.....................................    57
SECTION 5.1.9   Compliance Certificate......................................    57
SECTION 5.2     All Credit Extensions.......................................    57
SECTION 5.2.1   Compliance with Warranties, No Default, etc.................    57
SECTION 5.2.2   Credit Extension Request....................................    58
SECTION 5.2.3   Satisfactory Legal Form.....................................    58


                                  ARTICLE VI

                        REPRESENTATIONS AND WARRANTIES

SECTION 6.1     Organization, etc...........................................    59
SECTION 6.2     Due Authorization, Non-Contravention, etc...................    59
SECTION 6.3     Government Approval, Regulation, etc........................    59
SECTION 6.4     Validity, etc...............................................    59
SECTION 6.5     Financial Information.......................................    60
SECTION 6.6     No Material Adverse Change..................................    60
SECTION 6.8     Subsidiaries................................................    60
SECTION 6.9     Ownership of Properties.....................................    60
SECTION 6.10    Taxes.......................................................    60
SECTION 6.11    Pension and Welfare Plans...................................    61
SECTION 6.12    Environmental Warranties....................................    61
SECTION 6.13    Regulations G, U and X......................................    63
SECTION 6.14    Accuracy of Information.....................................    63
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                                 ARTICLE VII

                                  COVENANTS

SECTION 7.1     Affirmative Covenants.......................................    63
SECTION 7.1.1   Financial Information, Reports, Notices, etc................    63
SECTION 7.1.2   Compliance with Laws, etc...................................    65
SECTION 7.1.3   Maintenance of Properties...................................    65
SECTION 7.1.4   Insurance...................................................    66
SECTION 7.1.5   Books and Records...........................................    66
SECTION 7.1.6   Environmental Covenant......................................    66
SECTION 7.2     Negative Covenants..........................................    67
SECTION 7.2.1   Business Activities.........................................    67
SECTION  7.2.2  Debt Incurrence.............................................    67
SECTION 7.2.3   Liens.......................................................    68
SECTION 7.2.4   Financial Condition.........................................    71
SECTION 7.2.5   Investments.................................................    72
SECTION 7.2.6   Restricted Payments, etc....................................    72
SECTION 7.2.7   Transactions with Affiliates................................    72
SECTION 7.2.8   Sale-and-Leasebacks.........................................    73
SECTION 7.2.9   Precious Metal Transactions.................................    73
SECTION 7.2.10  Consolidation, Merger, etc..................................    73
SECTION 7.2.11  Asset Dispositions, etc.....................................    75
SECTION 7.2.12  Restrictive Agreements, etc.................................    76
SECTION 7.2.13  Designation of Subsidiaries.................................    77


                                ARTICLE VIII

                              EVENTS OF DEFAULT

SECTION 8.1     Listing of Events of Default................................    78
SECTION 8.1.1   Non-Payment of Obligations..................................    78
SECTION 8.1.2   Breach of Warranty..........................................    79
SECTION 8.1.3   Non-Performance of Certain Covenants and Obligations........    79
SECTION 8.1.4   Non-Performance of Other Covenants and Obligations..........    79
SECTION 8.1.5   Default on Other Debt or Agreements.........................    79
SECTION 8.1.6   Judgments...................................................    79
SECTION 8.1.7   Pension Plans...............................................    80
SECTION 8.1.8   Control of the Borrower.....................................    80
SECTION 8.1.9   Bankruptcy, Insolvency, etc.................................    80
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SECTION 8.2     Action if Bankruptcy........................................    81
SECTION 8.3     Action if Other Event of Default............................    81

                                  ARTICLE IX

                           THE ADMINISTRATIVE AGENT

SECTION 9.1     Actions.....................................................    82
SECTION 9.2     Funding Reliance, etc.......................................    82
SECTION 9.3     Exculpation.................................................    83
SECTION 9.4     Successor...................................................    83
SECTION 9.5     Credit Extensions by the Administrative Agent...............    84
SECTION 9.6     Credit Decisions............................................    84
SECTION 9.7     Copies, etc.................................................    84

                                  ARTICLE X

                           MISCELLANEOUS PROVISIONS

SECTION 10.1    Waivers, Amendments, etc....................................    85
SECTION 10.2    Notices.....................................................    86
SECTION 10.3    Payment of Costs and Expenses...............................    86
SECTION 10.4    Indemnification.............................................    87
SECTION 10.5    Survival....................................................    88
SECTION 10.6    Severability................................................    88
SECTION 10.7    Headings....................................................    88
SECTION 10.8    Execution in Counterparts, Effectiveness, etc...............    88
SECTION 10.9    Governing Law; Entire Agreement.............................    88
SECTION 10.10   Successors and Assigns......................................    89
SECTION 10.11   Sale and Transfer of Loans and Note; Participations
                in Loans and Note...........................................    89
SECTION 10.11.1 Assignments.................................................    89
SECTION 10.11.2 Participations..............................................    91
SECTION 10.12   Confidentiality.............................................    91
SECTION 10.13   Other Transactions..........................................    92
SECTION 10.14   Forum Selection and Consent to Jurisdiction.................    92
SECTION 10.15   Waiver of Jury Trial........................................    93
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EXHIBIT A-1      Form of Revolving Loan Note
EXHIBIT A-2      Form of Competitive Bid Loan Note
EXHIBIT A-3      Form of Swing Line Note
EXHIBIT B-1      Form of Revolving Loan Borrowing Request
EXHIBIT B-2      Form of Competitive Bid Loan Borrowing Request
EXHIBIT B-3      Form of Issuance Request
EXHIBIT C-1      Form of Invitation for Bid Loan Quotes
EXHIBIT C-2      Form of Competitive Bid Loan Offer
EXHIBIT C-3      Form of Competitive Bid Loan Acceptance
EXHIBIT D        Form of Lender Assignment Agreement
EXHIBIT E        Form of Compliance Certificate
EXHIBIT F        Form of Continuation/Conversion Notice
EXHIBIT G        Form of Extension Request
EXHIBIT H        Form of Opinion of Counsel to the Borrower
EXHIBIT I        Form of Opinion of Counsel to the Borrower


                                       vi-
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                          REVOLVING CREDIT AGREEMENT


      THIS REVOLVING CREDIT AGREEMENT, dated as of September 29, 1997, among
HANDY & HARMAN, a New York corporation (the "Borrower"), the various financial
institutions as are or may become parties hereto (collectively, the "Lenders")
and THE BANK OF NOVA SCOTIA ("Scotiabank"), as administrative agent (in such
capacity, together with any successor appointed pursuant to Section 9.4, the
"Administrative Agent") for the Lenders,


                             W I T N E S S E T H:


      WHEREAS, the Borrower is engaged directly and through its various
Subsidiaries in the businesses described in the Borrower's Annual Report on Form
10-K for the 1996 Fiscal Year;

      WHEREAS, the Borrower desires to obtain Commitments from the Lenders
pursuant to which Revolving Loans, Swing Line Loans and Letters of Credit
(including the Existing Letters of Credit), in a maximum aggregate principal and
stated amount at any one time outstanding not to exceed $200,000,000, subject to
Section 2.8, will be made to, or issued for the account of, the Borrower from
time to time prior to the Commitment Termination Date;

      WHEREAS, the Borrower also desires the Lenders to provide a procedure
pursuant to which the Borrower may invite the Lenders to bid for (on an
uncommitted basis) and to make short-term loans (in the form of Competitive Bid
Loans) to the Borrower;

      WHEREAS, the Lenders are willing, on the terms and subject to the
conditions hereinafter set forth (including Article V), to:

            (a) extend such Commitments;

            (b) make Revolving Loans to the Borrower;

            (c) issue (or participate in) Letters of Credit (including the
      Existing Letters of Credit) for the benefit of the Borrower and its
      Restricted Subsidiaries; and

            (d) provide such a procedure to make Competitive Bid Loans.

      WHEREAS, the Swing Line Lender is willing, on the terms and subject to the
conditions hereinafter set forth (including Article V), to:

            (a) extend the Swing Line Loan Commitments; and
<PAGE>   9
            (b)  make Swing Line Loans to the Borrower; and

      WHEREAS, the proceeds of such Credit Extensions will be used to refinance
in full all amounts under the Existing Agreements and for the general corporate
purposes of the Borrower and its Restricted Subsidiaries;

      NOW, THEREFORE, the parties hereto agree as follows:


                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

      SECTION 1.1. Defined Terms. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall, except where the context otherwise requires, have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):

      "Absolute Rate" means, with respect to an Absolute Rate Loan made by a
given Lender, a fixed rate of interest per annum (rounded to the nearest 1/100th
of 1%) offered by such Lender and accepted by the Borrower.

      "Absolute Rate Auction" means a solicitation of Competitive Bid Loan
quotes at an Absolute Rate pursuant to Section 2.4.

      "Absolute Rate Loan" means a Competitive Bid Loan which bears interest at
an Absolute Rate.

      "Adjusted Debt" means, at any time, and with respect to any Person, the
sum (without duplication) of:

            (a) all Debt of such Person

      plus

            (b) the aggregate notional amount at such time of all Future
      Payables Transactions of such Person net of the amount of any cash pledged
      to secure the payment obligations in respect of Future Payables
      Transactions

      minus

            (c) an amount equal to 70% of the Fair Market Value of Owned
      Precious Metal Inventory of such Person at such time, so long as none of
      such Owned Precious Metal


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      Inventory is subject to any Lien in favor of any Person other than the
      Borrower or a Restricted Subsidiary.

      "Administrative Agent" is defined in the preamble.

      "Affected LIBO Lender" is defined in Section 4.3.

      "Affected Subsidiary" is defined in Section 8.1.9.

      "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; or

            (b) any Person beneficially owning or holding, directly or
      indirectly, 10% or more of any class of voting or equity interests of the
      Borrower or any Restricted Subsidiary or any corporation of which the
      Borrower and the Restricted 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.

      "Agreement" means, on any date, this Revolving Credit Agreement as
originally in effect on the Effective Date and as thereafter from time to time
amended, restated, supplemented, amended and restated, or otherwise modified and
in effect on such date.

      "Alternate Base Rate" means, on any date and with respect to all Base Rate
Loans, a fluctuating rate of interest per annum equal to the higher of

            (a) the rate of interest most recently established by the
      Administrative Agent at its Domestic Office as its base rate for Dollar
      loans in the United States; and

            (b) the Federal Funds Rate for such date plus 1/2 of 1%.

The Alternate Base Rate is not necessarily intended to be the lowest rate of
interest determined by the Administrative Agent in connection with extensions of
credit. Changes in the rate of interest on any Loans or other Obligations
accruing interest at the Alternate Base Rate will take effect simultaneously
with each change in the Alternate Base Rate. The Administrative Agent will give
prompt notice to the Borrower and the Lenders of changes in the Alternate Base
Rate.


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      "Applicable Facility Fee" means the lowest per annum rate determined by
reference to the Leverage Ratio and the Interest Coverage Ratio, in each case
that is satisfied for each of such ratios in a given clause below and as
indicated in the Compliance Certificate most recently delivered pursuant to
clause (c) of Section 7.1.1 or, with respect to the initial Credit Extension,
the Compliance Certificate delivered pursuant to Section 5.1.9, equal to:

            (a) 0.125% if the Leverage Ratio is less than or equal to 1.75:1 and
      the Interest Coverage Ratio is greater than or equal to 5.0:1;

            (b) 0.150% if the Leverage Ratio is less than or equal to 2.25:1 and
      the Interest Coverage Ratio is greater than or equal to 3.75:1;

            (c) 0.200% if the Leverage Ratio is less than or equal to 2.75:1 and
      the Interest Coverage Ratio is greater than or equal to 3.00:1; and

            (d) 0.250% if the Leverage Ratio is greater than 2.75:1 or the
      Interest Coverage Ratio is less than 3.00:1.

      The Leverage Ratio and the Interest Coverage Ratio used to compute the
Applicable Facility Fee shall be the Leverage Ratio and the Interest Coverage
Ratio, as the case may be, set forth in the Compliance Certificate most recently
delivered by the Borrower to the Administrative Agent pursuant to clause (c) of
Section 7.1.1 or, with respect to the initial Credit Extension, the Compliance
Certificate delivered pursuant to Section 5.1.9; changes in the Applicable
Facility Fee resulting from a change in the Leverage Ratio and/or the Interest
Coverage Ratio, as the case may be, shall become effective upon delivery by the
Borrower to the Administrative Agent of a new Compliance Certificate pursuant to
clause (c) of Section 7.1.1. If the Borrower shall fail to deliver a Compliance
Certificate within the number of days after the end of any Fiscal Quarter as
required pursuant to clause (c) of Section 7.1.1 (without giving effect to any
grace period), the Applicable Facility Fee from and including the first day
after the date on which such Compliance Certificate was required to be delivered
to but not including the date the Borrower delivers to the Administrative Agent
a Compliance Certificate shall conclusively equal the highest Applicable
Facility Fee set forth above.

      "Applicable Four Quarter Period" means, at any time, the period of four
complete consecutive Fiscal Quarters of the Borrower then most recently ended as
to which either or both of the following conditions have been met: (i) 45 days
have elapsed since the end of such period or (ii) the Lenders have received the
financial statements required to be delivered to them pursuant to Section
7.1.1(a) or Section 7.1.1(b), as the case may be, with respect to the last
Fiscal Quarter of such period.

      "Applicable LIBO Rate Margin" means, with respect to any Loan made or
maintained as a LIBO Rate Loan, the lowest per annum rate determined by
reference to the Leverage Ratio and the Interest Coverage Ratio, in each case
that is satisfied for each of such ratios in a given clause


                                       4-
<PAGE>   12
below and as indicated in the Compliance Certificate most recently delivered
pursuant to clause (c) of Section 7.1.1 or, with respect to the initial Credit
Extension, the Compliance Certificate delivered pursuant to Section 5.1.9, equal
to:

            (a) 0.3250% if the Leverage Ratio is less than or equal to 1.75:1
      and the Interest Coverage Ratio is greater than or equal to 5.0:1;

            (b) 0.45% if the Leverage Ratio is less than or equal to 2.25:1 and
      the Interest Coverage Ratio is greater than or equal to 3.75:1;

            (c) 0.550% if the Leverage Ratio is less than or equal to 2.75:1 and
      the Interest Coverage Ratio is greater than or equal to 3.00:1; and

            (d) 0.750% if the Leverage Ratio is greater than 2.75:1 or the
      Interest Coverage Ratio is less than 3.00:1.

      The Leverage Ratio and the Interest Coverage Ratio used to compute the
Applicable LIBO Rate Margin shall be the Leverage Ratio and the Interest
Coverage Ratio, as the case may be, set forth in the Compliance Certificate most
recently delivered by the Borrower to the Administrative Agent pursuant to
clause (c) of Section 7.1.1 or, with respect to the initial Credit Extension,
the Compliance Certificate delivered pursuant to Section 5.1.9; changes in the
Applicable LIBO Rate Margin resulting from a change in the Leverage Ratio and/or
the Interest Coverage Ratio, as the case may be, shall become effective upon
delivery by the Borrower to the Administrative Agent of a new Compliance
Certificate pursuant to clause (c) of Section 7.1.1. If the Borrower shall fail
to deliver a Compliance Certificate within the number of days after the end of
any Fiscal Quarter as required pursuant to clause (c) of Section 7.1.1 (without
giving effect to any grace period), the Applicable LIBO Rate Margin from and
including the first day after the date on which such Compliance Certificate was
required to be delivered to but not including the date the Borrower delivers to
the Administrative Agent a Compliance Certificate shall conclusively equal the
highest Applicable LIBO Rate Margin set forth above.

      "Asset Disposition" means any Transfer except:

            (a)  any

                  (i) Transfer from a Restricted Subsidiary to the Borrower or
            another Restricted Subsidiary; and

                  (ii) Transfer from the Borrower to a Restricted Subsidiary;

      so long as immediately before and immediately after the consummation of
      any such Transfer and after giving effect thereto, no Default or Event of
      Default exists;


                                       5-
<PAGE>   13
            (b) any Transfer (including, without limitation, the Transfer of
      Precious Metals) made in the ordinary course of business;

            (c) any Transfer of Owned Precious Metal Inventory by the Borrower
      or any Restricted Subsidiary in exchange for consideration having a Fair
      Market Value at least equal to that of the Owned Precious Metal Inventory
      being Transferred;

            (d) any Transfer of Precious Metals by the Borrower or any
      Restricted Subsidiary in connection with a Future Payables Transaction
      involving the same quantity of Precious Metals so Transferred;

            (e) any Transfer of Property if, as part of the same transaction or
      series of transactions, the Borrower or any Restricted Subsidiary shall
      enter into a capital lease (as lessee) with respect to such Property or
      Property it intends to use for the same purposes;

            (f)  the Singapore Joint Venture Asset Disposition; and

            (g) the Transfer of Subsidiary Stock of any Unrestricted Subsidiary.

      "Assignee Lender" is defined in Section 10.11.1.

      "Attributable Debt" means, at any time, as to any particular lease
relating to a Sale-and-Leaseback Transaction (other than a Sale-and-Leaseback
Transaction the Net Proceeds Amount in respect of which is to be applied as
described in Section 7.2.8(b)), the present value of all base rentals required
to be paid by the Borrower or any Restricted Subsidiary under such lease during
the remaining term thereof (determined in accordance with GAAP using a discount
factor equal to the interest rate implicit in such lease if known or, if not
known, 8% per annum); provided, however, that if such lease is a non-recourse
lease, Attributable Debt shall mean the lesser of (x) such present value or (y)
the Fair Market Value of the Property subject to such transaction as determined
at such time by the Borrower in good faith. As used in this definition, "base
rentals" means all rentals payable by a lessee under a lease, less all amounts
required to be paid by the lessee in respect of maintenance and repairs,
insurance, taxes, assessments, water rates, reimbursement of expenses,
indemnities and similar charges.

      "Authorized Officer" means those officers of the Borrower whose signatures
and incumbency shall have been certified to the Administrative Agent and the
Lenders pursuant to Section 5.1.1.

      "Base Rate Loan" means a Revolving Loan bearing interest at a fluctuating
rate determined by reference to the Alternate Base Rate.

      "Borrower" is defined in the preamble.


                                       6-
<PAGE>   14
      "Borrowing" means, as the context may require, either a Competitive Bid
Loan Borrowing, a Swing Line Loan Borrowing or a Revolving Loan Borrowing.

      "Borrowing Request" means, as the context may require, either a Revolving
Loan Borrowing Request or a Competitive Bid Loan Borrowing Request.

      "Business Day" means:

            (a) any day which is neither a Saturday or Sunday nor a legal
      holiday on which banks are authorized or required to be closed in New
      York, New York; and

            (b) relative to the making, continuing, prepaying or repaying of any
      LIBO Rate Loans or Competitive Bid Loans made as a result of a LIBOR
      Auction, any day on which dealings in Dollars are carried on in the London
      interbank market.

      "Capitalized Lease Liabilities" means all monetary obligations of the
Borrower or any of its Restricted Subsidiaries under any leasing or similar
arrangement which, in accordance with GAAP, would be classified as capitalized
leases, and, for purposes of this Agreement and each other Loan Document, the
amount of such obligations shall be the capitalized amount thereof, determined
in accordance with GAAP.

      "Capital Stock" means, with respect to any Person any class of capital
stock, share capital or similar equity interest of such Person.

      "Cash Equivalent Investment" means, at any time:

            (a) any obligation issued or guaranteed by the United States
      Government or any agency thereof, maturing not more than one year after
      such time;

            (b) commercial paper, maturing not more than nine months from the
      date of issue, which is issued by:

                  (i) a corporation (other than the Borrower or an Affiliate of
            the Borrower) organized under the laws of any state of the United
            States or of the District of Columbia and rated A-1 by Standard &
            Poor's Corporation or P-1 by Moody's Investors Service, Inc., or

                  (ii) any Lender (or its holding company);

            (c) any certificate of deposit or bankers acceptance, maturing not
      more than one year after such time, which is issued by either:


                                       7-
<PAGE>   15
                  (i) a commercial banking institution that is a member of the
            Federal Reserve System and has total assets of not less than
            $5,000,000,000 and commercial paper rated A-1 by Standard & Poor's
            Corporation or P-1 by Moody's Investors Service, Inc., or

                  (ii)  any Lender (or its holding company); or

            (d) any repurchase agreement entered into with any Lender (or other
      commercial banking institution of the stature referred to in clause
      (c)(i)) which:

                  (i) is secured by a fully perfected security interest (which
            may be hold in custody, tri-party custodian or deliver out) in any
            obligation of the type described in any of clauses (a) through (c),
            and

                  (ii) has a market value at the time such repurchase agreement
            is entered into of not less than 100% of the repurchase obligation
            of such Lender (or other commercial banking institution) thereunder.

      "CERCLA" means the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.

      "CERCLIS" means the Comprehensive Environmental Response Compensation
Liability Information System List.

      "Change in Control" means the acquisition by any Person, or two or more
Persons acting in concert, of beneficial ownership (within the meaning of Rule
13d-3 of the Securities and Exchange Commission under the Securities Exchange
Act of 1934) of 30% or more of the outstanding shares of voting stock of the
Borrower.

      "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

      "Commitment" means, as the context may require, the Revolving Loan
Commitment, the Swing Line Loan Commitment or the Letter of Credit Commitment.

      "Commitment Increase Supplement" means the supplement (i) executed by each
of the Borrower, the Administrative Agent, and each financial institution
consenting to and participating in the increase in the Loan Commitment Amount
and (ii) delivered to the Administrative Agent pursuant to Section 2.8.

      "Commitment Termination Date" means, as the context may require, the
Letter of Credit Commitment Termination Date or the Loan Commitment Termination
Date.


                                       8-
<PAGE>   16
      "Commitment Termination Event" means:

            (a) the occurrence of any Default described in clauses (a) through
(d) of Section 8.1.9; or


            (b) the occurrence and continuance of any other Event of Default and
either

                  (i) the declaration of the Loans to be due and payable
            pursuant to Section 8.3, or

                  (ii) in the absence of such declaration, the giving of notice
            by the Administrative Agent, acting at the direction of the Required
            Lenders, to the Borrower that the Commitments have been terminated.

      "Competitive Bid Loan" means a loan made by a Lender to the Borrower based
on the LIBO Rate or the Absolute Rate as part of a Competitive Bid Loan
Borrowing resulting from the procedure described in Section 2.4.

      "Competitive Bid Loan Acceptance" means an acceptance by the Borrower of a
Competitive Bid Loan Offer pursuant to clause (e) of Section 2.4, substantially
in the form of Exhibit C-3 attached hereto.

      "Competitive Bid Loan Borrowing" means Competitive Bid Loans made pursuant
to the same Competitive Bid Loan Request by the Lender or each of the Lenders
whose offer to make such Competitive Bid Loans as part of such requested
Borrowing has been accepted by the Borrower pursuant to clause (e) of Section
2.4.

      "Competitive Bid Loan Borrowing Request" means a certificate requesting
that the Lenders extend offers to make Competitive Bid Loans, duly executed by
an Authorized Officer substantially in the form of Exhibit B-2 attached hereto.

      "Competitive Bid Loan Maturity Date" is defined in clause (a)(iii) of
Section 2.4.

      "Competitive Bid Loan Note" means any promissory note of the Borrower, in
the form of Exhibit A-2 hereto (as such promissory note may be amended, endorsed
or otherwise modified from time to time), evidencing the aggregate indebtedness
of the Borrower to such Lender resulting from Competitive Bid Loans outstanding
from such Lender, and also means all other promissory notes accepted from time
to time in substitution therefor or renewal thereof.

      "Competitive Bid Loan Offer" means an offer by a Lender to make a
Competitive Bid Loan pursuant to clause (c) of Section 2.4, substantially in the
form of Exhibit C-2 attached hereto.


                                       9-
<PAGE>   17
      "Competitive Bid Rate" means, as the context may require, either the
Absolute Rate or the LIBO Rate (plus the LIBO Rate Bid Margin) offered by a
Lender in a Competitive Bid Loan Offer in respect of a Competitive Bid Loan
proposed pursuant to Section 2.4.

      "Compliance Certificate" means a certificate duly executed and delivered
by an Authorized Officer pursuant to Section 5.1.9 and Section 7.1.1, in
substantially the form of Exhibit E hereto.

      "Consignment Arrangement" means any financing arrangement by the Borrower
or any Restricted Subsidiary whereby the Borrower or such Restricted Subsidiary
acquires possession of Precious Metals from any other Person (other than the
Borrower or a Restricted Subsidiary), for use in its manufacturing process, by
way of consignment or lease (it being understood that, for purposes of this
Agreement, neither the Borrower nor any Restricted Subsidiary acquires any
ownership interest in such Precious Metals until such time as it purchases such
Precious Metals in accordance with the terms of such financing arrangement). In
no event shall Consignment Arrangements include any Precious Metals of any
customer of the Borrower or any Restricted Subsidiary.

      "Consolidated Adjusted Cash Flow" means, with respect to any period, the
sum of:

            (a)  Consolidated Net Income for such period,

      plus

            (b) the amount of all (i) interest expense, (ii) depreciation,
      amortization and other non-cash charges, (iii) income taxes, and (iv)
      non-recurring charges, in each case, only to the extent deducted in the
      determination of Consolidated Net Income for such period,

      minus

            (c) Non-Cash Income (except for Non-Cash Income arising from the
      over funding of pension plans as provided in Statement of Financial
      Accounting Standards No. 87), only to the extent included in the
      determination of Consolidated Net Income for such period,

      minus

            (d) gains on sales of Owned Precious Metal Inventory (except for any
      such gains on sales attributable to Owned Precious Metal Inventory
      incorporated in products manufactured by the Borrower or any Restricted
      Subsidiary).

Subject to the next succeeding sentence, Consolidated Adjusted Cash Flow for any
period shall be determined on the basis that all acquisitions or dispositions of
Subsidiary Stock of Restricted


                                      10-
<PAGE>   18
Subsidiaries or other Property acquired or disposed of during such period
occurred on the first day of such period. In addition, as used in Sections
7.2.2, 7.2.3, 7.2.8, and 7.2.11 Consolidated Adjusted Cash Flow with respect to
the Applicable Four Quarter Period referred to in each of such sections shall be
determined on the basis that all acquisitions or dispositions of Subsidiary
Stock or other Property acquired or disposed of at any time subsequent to the
commencement of such period, and at or prior to the time of determination
referred to in each of such sections, occurred on the first day of such period.

      "Consolidated Adjusted Debt" means, at any time, Adjusted Debt at such
time as determined for the Borrower and the Restricted Subsidiaries on a
consolidated basis, after eliminating all offsetting debts and credits between
the Borrower and the Restricted Subsidiaries and all other items required to be
eliminated in the course of the preparation of consolidated financial statements
of the Borrower and the Restricted Subsidiaries in accordance with GAAP.

      "Consolidated Interest Expense" means, with respect to any period, the sum
(without duplication) of (in each case, eliminating all offsetting debits and
credits between the Borrower and the Restricted Subsidiaries and all other items
required to be eliminated in the course of the preparation of consolidated
financial statements of the Borrower and the Restricted Subsidiaries in
accordance with GAAP),

            (a) all interest (other than amortization of Debt expense) in
      respect of Debt of the Borrower and the Restricted Subsidiaries (including
      imputed interest on Capitalized Lease Liabilities deducted in determining
      Consolidated Net Income for such period) for such period as determined in
      accordance with GAAP, together with all interest (other than amortization
      of Debt expense) capitalized or deferred during such period and not
      deducted in determining Consolidated Net Income for such period,

      plus

            (b) all debt discount amortized or required to be amortized in the
      determination of Consolidated Net Income for such period,

      plus

            (c) in a Future Payables Transaction, the amount by which the
      purchase price of Precious Metal to be acquired on a future date exceeds
      the price of the Owned Precious Metal Inventory sold in such transaction,
      to the extent such excess is attributable to such period (it being
      understood that such excess shall be attributed ratably to each day in the
      period from the date of such Future Payables Transaction to and including
      such future date).

      "Consolidated Net Income" means, with respect to any period, the net
income (or loss) of the Borrower and the Restricted Subsidiaries for such period
(taken as a cumulative whole), as


                                      11-
<PAGE>   19
determined in accordance with GAAP, after eliminating all offsetting debits and
credits between the Borrower and the Restricted Subsidiaries and all other items
required to be eliminated in the course of the preparation of consolidated
financial statements of the Borrower and the Restricted Subsidiaries in
accordance with GAAP; provided, however, that, for the purpose of calculating
"Net Worth Increase Amount" with respect to any Fiscal Quarter, "Consolidated
Net Income" shall exclude 50% of the gains or losses of the Borrower and the
Restricted Subsidiaries arising from any disposition of Precious Metals outside
the ordinary course of their business.

      "Consolidated Net Worth" means at any time:

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

      minus

            (b) the total liabilities of the Borrower and its Restricted
      Subsidiaries which would be shown as liabilities on a consolidated balance
      sheet of the Borrower and its Restricted Subsidiaries at such time,
      prepared in accordance with GAAP;

provided, however, that the amount to be included in Consolidated Net Worth in
respect of the Capital Stock of Unrestricted Subsidiaries shall be calculated by
using the equity method, and Consolidated Net Worth shall not be increased or
decreased by an amount in excess of $5,000,000 for the sum of the aggregate
amount of such Capital Stock and the aggregate principal amount of all Debt
owing to the Borrower and its Restricted Subsidiaries by all Unrestricted
Subsidiaries.

      "Continuation/Conversion Notice" means a notice of continuation or
conversion and certificate duly executed by an Authorized Officer, substantially
in the form of Exhibit F attached hereto.

      "Contract" is defined in clause (a) of Section 2.6.3.

      "Controlled Group" means all members of a controlled group of corporations
and all members of a controlled group of trades or businesses (whether or not
incorporated) under common control which, together with the Borrower, are
treated as a single employer under Section 414(b) or 414(c) of the Code or
Section 4001 of ERISA.


                                      12-
<PAGE>   20
      "Credit Extension" means, as the context may require,

            (a)  the making of a Loan by a Lender; or

            (b) the issuance of any Letter of Credit by the Issuer.

      "Credit Extension Request" means any Borrowing Request or Issuance
Request.

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

            (a) the principal amount of borrowed money that (subject to the last
      sentence of this definition) appears on the balance sheet of such Person
      as a liability in accordance with GAAP;

            (b) the deferred purchase price of Property acquired by such Person
      (including, without limitation, all liabilities created or arising under
      any conditional sale or other title retention agreement with respect to
      any such Property) that (subject to the last sentence of this definition)
      appears on the balance sheet of such Person as a liability in accordance
      with GAAP;

            (c)  its Capitalized Lease Liabilities;

            (d) all liabilities for the principal amount of borrowed money of
      any other Person that is 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); and

            (e) any Guaranty of such Person with respect to liabilities of a
      type described in any of paragraphs (a) through (d) hereof.

In no event shall "Debt" include Consignment Arrangements, Future Payables
Transactions or accounts payable arising in the ordinary course of business of
the Borrower and the Restricted Subsidiaries.

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

      "Debt Prepayment Application" means, with respect to any Transfer, the
application by the Borrower or the Restricted Subsidiaries of cash in an amount
equal to all or any portion of the Net Proceeds Amount with respect to such
Transfer to pay Senior Debt or obligations under any Future Payables Transaction
(other than Senior Debt owing to the Borrower, any of the Restricted
Subsidiaries or any Affiliate and Debt in respect of any revolving credit or
similar credit facility (including this Agreement) providing the Borrower or any
of the Restricted


                                      13-
<PAGE>   21
Subsidiaries with the right to obtain loans or other extensions of credit from
time to time, except to the extent that in connection with such payment of Debt
the availability of credit under such credit facility (including this Agreement)
is permanently reduced by an amount not less than the amount of such proceeds
applied to the payment of such Debt).

      "Default" means any Event of Default or any condition, occurrence or event
which, after notice or lapse of time or both, would constitute an Event of
Default.

      "Disbursement" means any payment made under a Letter of Credit by the
Issuer thereof to the beneficiary (or its assignee or transferee) of such Letter
of Credit.

      "Disbursement Date" is defined in Section 2.6.1.

      "Disclosure Schedule" means the Disclosure Schedule attached hereto as
Schedule I, as it may be amended, supplemented or otherwise modified from time
to time by the Borrower with the written consent of the Administrative Agent and
the Required Lenders.

      "Disposition Value" means, at any time, with respect to any Property:

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

            (b) in the case of Property that constitutes Subsidiary Stock, an
      amount equal to that percentage of the net book value of the net assets of
      the Restricted Subsidiary that issued such stock as is equal to the
      percentage that the net book value of such Subsidiary Stock represents of
      the net book value of all of the outstanding capital stock of such
      Restricted 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 Borrower.

      "Dollar" and the symbol "$" mean lawful money of the United States.

      "Domestic Office" means, relative to any Lender, the office of such Lender
designated as such below its signature hereto or designated in the Lender
Assignment Agreement or such other office of a Lender (or any successor or
assign of such Lender) within the United States as may be designated from time
to time by notice from such Lender, as the case may be, to each other party
hereto.

      "Effective Date" means the date this Agreement becomes effective pursuant
to Section 10.8.


                                      14-
<PAGE>   22
      "Environmental Laws" means all applicable federal, state or local
statutes, laws, ordinances, codes, rules, regulations and guidelines (including
consent decrees and administrative orders) relating to public health and safety
and protection of the environment.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute of similar import, together with the
regulations thereunder, in each case as in effect from time to time. References
to sections of ERISA also refer to any successor sections.

      "Event of Default" is defined in Section 8.1.

      "Existing Agreements" means each of the Revolving Credit Agreement and the
Short Term Revolving Credit Agreement, each dated as of September 28, 1994 (as
each may be amended or otherwise modified from time to time prior to the
Effective Date), each among the Borrower, certain financial institutions parties
thereto, The Bank of Nova Scotia, The Bank of New York and The Chase Manhattan
Bank as the co-agents and The Bank of Nova Scotia, as administrative agent.

      "Existing Letters of Credit" means each of the letters of credit
identified in Item 1 of the Disclosure Schedule.

      "Extension Request" means an extension request duly executed by an
Authorized Officer, substantially in the form of Exhibit G hereto.

      "Fair Market Value" means, at any time and with respect to any Property,
the sale value of such Property that would be realized in an arm's-length sale
at such time between an informed and willing buyer and an informed and willing
seller (neither being under a compulsion to buy or sell). For purposes of
determining the Fair Market Value of any Precious Metals as of any date of
determination, the Borrower may base such value on the average of the prices of
such metal, as published by the Borrower (or, if not so published, by the London
P.M. Fix) on each day during the three month period ending on such date of
determination.

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

      "Fee Letter" means the confidential letter agreement, dated as of August
26, 1997, by and between the Borrower and Scotiabank and as further amended,
restated, supplemented, amended and restated or otherwise modified from time to
time.


                                      15-
<PAGE>   23
      "Fiscal Quarter" means any quarter of a Fiscal Year.

      "Fiscal Quarter Net Worth Increase Amount" means, for any Fiscal Quarter
of the Borrower ended after December 31, 1996, the greater of (a) 50% of
Consolidated Net Income for such Fiscal Quarter and (b) $0.

      "Fiscal Year" means any period of twelve consecutive calendar months
ending on December 31; references to a Fiscal Year with a number corresponding
to any calendar year (e.g. the "1996 Fiscal Year") refer to the Fiscal Year
ending on the December 31 occurring during such calendar year.

      "F.R.S. Board" means the Board of Governors of the Federal Reserve System
or any successor thereto.

      "Future Payables Transaction" means, as of any date, a financing
arrangement of the Borrower or any Restricted Subsidiary involving the sale of
Precious Metals actually owned by the Borrower as of such date and the
contemporaneous purchase, on a future payment and delivery basis, by the
Borrower or such Restricted Subsidiary of a substantially equivalent quantity of
Precious Metals of the same type.

      "GAAP" is defined in Section 1.4.

      "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 Borrower or any Subsidiary
            conducts all or any part of its business, or that asserts
            jurisdiction over any Properties of the Borrower 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
Debt 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 Debt or any Property constituting security
      therefor;


                                      16-
<PAGE>   24
            (b) to advance or supply funds (i) for the purchase or payment of
      such Debt, 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 Debt;

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

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

In any computation of the Debt of the obligor under any Guaranty, the Debt that
is the subject of such Guaranty shall be assumed to be direct obligations of
such obligor. The amount of any Person's obligation under any Guaranty shall
(subject to any limitation set forth therein) be deemed to be the outstanding
principal amount of the Debt guaranteed thereby.

      "Hazardous Material" means

            (a)  any "hazardous substance", as defined by CERCLA;

            (b) any "hazardous waste", as defined by the Resource Conservation
      and Recovery Act;

            (c) any crude oil or petroleum or any fraction thereof;

            (d) asbestos, radioactive materials or polychlorinated biphenyls in
      any form or condition; or

            (e) any pollutant or contaminant or hazardous, dangerous or toxic
      chemical, material or substance within the meaning of any other applicable
      federal, state or local law, regulation, ordinance or requirement
      (including consent decrees and administrative orders) relating to or
      imposing liability or standards of conduct concerning any hazardous, toxic
      or dangerous waste, substance or material, all as amended or hereafter
      amended.

      "herein", "hereof", "hereto", "hereunder" and similar terms contained in
this Agreement or any other Loan Document refer to this Agreement or such other
Loan Document, as the case may be, as a whole and not to any particular Section,
paragraph or provision of this Agreement or such other Loan Document.

      "Impermissible Qualification" means, relative to the opinion or
certification of any independent public accountant as to any financial statement
of the Borrower, any qualification or exception to such opinion or
certification:


                                      17-
<PAGE>   25
            (a)  which is of a "going concern" or similar nature;

            (b) which relates to the limited scope of examination of matters
      relevant to such financial statement; or

            (c) which relates to the treatment or classification of any item in
      such financial statement and which, as a condition to its removal, would
      require an adjustment to such item the effect of which would be to cause
      the Borrower to be in default of any of its obligations under Section
      7.2.4.

      "including" means including without limiting the generality of any
description preceding such term, and, for purposes of this Agreement and each
other Loan Document, the parties hereto agree that there shall be no inference
or implication of limiting a general statement, which, for purposes of
clarification only, is followed by or referable to an enumeration of specific
matters or to matters specifically mentioned.

      "Indemnified Liabilities" is defined in Section 10.4.

      "Indemnified Parties" is defined in Section 10.4.

      "Interest Coverage Ratio" means, as of the end of any Fiscal Quarter, the
ratio, computed for the period consisting of such Fiscal Quarter and each of the
three immediately preceding Fiscal Quarters, of:

            (a)  Consolidated Adjusted Cash Flow

      to

            (b)  Consolidated Interest Expense.

      "Interest Period" means:

            (a) relative to any LIBO Rate Loan, the period beginning on (and
      including) the date on which such LIBO Rate Loan is made or continued as,
      or converted into, a LIBO Rate Loan pursuant to Section 2.3 or 2.3.1 and
      shall end on (but exclude) the day which numerically corresponds to such
      date one, two, three, six, nine (or, if available to all Lenders, 12)
      months thereafter (or, if such month has no numerically corresponding day,
      on the last Business Day of such month), as the Borrower may select in its
      relevant notice pursuant to Section 2.3 or 2.3.1; provided, however, that

                  (i) Interest Periods commencing on the same date for Revolving
            Loans comprising part of the same Borrowing shall be of the same
            duration,


                                      18-
<PAGE>   26
                  (ii) if such Interest Period would otherwise end on a day
            which is not a Business Day, such Interest Period shall end on the
            next following Business Day; provided, however, that if such next
            following Business Day is the first Business Day of a calendar
            month, such Interest Period shall end on the next preceding Business
            Day, and

                  (iii) no Interest Period may end later than the Stated
            Maturity Date; and

            (b) relative to each Competitive Bid Loan made at a LIBOR Auction,
      the period commencing on the date of such Borrowing and ending one, two,
      three, six, nine (or, if available to the relevant Lenders, 12) months
      thereafter, as the Borrower may elect in accordance with Section 2.4;
      provided that:

                  (i) if such Interest Period would otherwise end on a day which
            is not a Business Day, such Interest Period shall end on the next
            following Business Day; provided, however, that if such next
            following Business Day is the first Business Day of a calendar
            month, such Interest Period shall end on the next preceding Business
            Day, and

                  (ii) no Interest Period may end later than the Stated Maturity
            Date.

      No more than ten Interest Periods shall be in effect at any one time.

      "Investment" means any investment in any Person, whether by means of share
purchase, capital, equity or similar contribution, loan, advance or otherwise
(excluding commission, travel and similar advances to officers and employees
made in the ordinary course of business, time deposits and Cash Equivalent
Investments). The amount of any Investment shall be the original principal or
capital amount thereof less all returns of principal or equity thereon (and
without adjustment by reason of the financial condition of such other Person)
and shall, if made by the transfer or exchange of property other than cash, be
deemed to have been made in an original principal or capital amount equal to the
fair market value of such property, as reasonably determined in good faith by
the Borrower at the time of such transfer or exchange.

      "Invitation for Bid Loan Quotes" means an Invitation for Bid Loan Quotes
delivered by the Administrative Agent to the Lenders pursuant to clause (b) of
Section 2.4, in substantially the form of Exhibit C-1 hereto.

      "Issuance Date" is defined in Section 2.6.

      "Issuance Request" means an issuance request duly completed and executed
by an Authorized Officer, substantially in the form of Exhibit B-3 hereto.


                                      19-
<PAGE>   27
      "Issuer" means, (i) Scotiabank in its individual capacity hereunder (and
not in its capacity as the Administrative Agent), (ii) at the request of
Scotiabank and with the Borrower's consent, another Lender issuing one or more
Letters of Credit hereunder, or (iii) at such time that the long-term unsecured
debt of Scotiabank is not rated at least AA3 or AA- or its equivalent by Moody's
Investors Service or Standard & Poor's Corporation, respectively, at the
Borrower's request and with a Lender's consent, such Lender issuing one or more
Letters of Credit hereunder.

      "Lender Assignment Agreement" means a Lender Assignment Agreement
substantially in the form of Exhibit D attached hereto.

      "Lenders" is defined in the preamble.

      "Letter of Credit" means the Existing Letters of Credit and each other
letter of credit issued hereunder by the Issuer for the account of the Borrower,
in form customarily used by the Issuer and in a Stated Amount requested by the
Borrower.

      "Letter of Credit Commitment" means the Issuer's obligation to issue
Letters of Credit for the account of the Borrower pursuant to Section 2.6 and,
with respect to each of the other Lenders, the obligation of each such Lender to
participate in such Letter of Credit pursuant to Section 2.6.7.

      "Letter of Credit Commitment Amount" means, on any date, a maximum amount
of $30,000,000, as such amount may be reduced from time to time pursuant to
Section 2.2.

      "Letter of Credit Commitment Termination Date" means the earliest of

            (a)  the Stated Maturity Date;

            (b) the date on which the Letter of Credit Commitment Amount or the
      Loan Commitment Amount is terminated in full or reduced to zero pursuant
      to Section 2.2; and

            (c) the date on which any Commitment Termination Event occurs.

Upon the occurrence of any event described in clause (b) or (c), the Letter of
Credit Commitment shall terminate automatically and without any further action.

      "Letter of Credit Outstandings" means, on any date, an amount equal to the
sum of

            (a) the then aggregate amount which is undrawn and available under
      all issued and outstanding Letters of Credit


                                      20-
<PAGE>   28
      plus

            (b) the then aggregate amount of all unpaid and outstanding
Reimbursement Obligations.

      "Leverage Ratio" means, at any time, the ratio of

            (a)  Consolidated Adjusted Debt at such time

      to

            (b) Consolidated Adjusted Cash Flow for the most recently completed
      period of four consecutive Fiscal Quarters.

      "LIBO Rate" is defined in Section 3.2.1.

      "LIBO Rate Bid Margin" means, in respect of Competitive Bid Loans based on
a LIBOR Auction, the margin above or below the applicable LIBO Rate offered for
each such Competitive Bid Loan, expressed as a percentage (rounded to the
nearest 1/10,000th of 1%) to be added to such rate.

      "LIBO Rate Loan" means a Revolving Loan bearing interest, at all times
during an Interest Period applicable to such Revolving Loan, at a fixed rate of
interest determined by reference to the LIBO Rate (Reserve Adjusted).

      "LIBO Rate (Reserve Adjusted)" is defined in Section 3.2.1.

      "LIBOR Auction" means a solicitation of Competitive Bid Loan quotes
pursuant to Section 2.4 hereof based on the LIBO Rate.

      "LIBOR Office" means, relative to any Lender, the office of such Lender
designated as such below its signature hereto or designated in the Lender
Assignment Agreement or such other office of a Lender as designated from time to
time by notice from such Lender to the Borrower and the Administrative Agent,
whether or not outside the United States, which shall be making or maintaining
LIBO Rate Loans or Competitive Bid Loans based on a LIBOR Auction.

      "LIBOR Reserve Percentage" is defined in Section 3.2.1.

      "Lien" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against or interest in property to secure payment of a debt or
performance of an obligation or other priority or preferential arrangement of
any kind or nature whatsoever.


                                      21-
<PAGE>   29
      "Loan Commitment Amount" means, on any day, $200,000,000, as such amount
may be reduced from time to time pursuant to Section 2.2, and as such amount may
be increased pursuant to Section 2.8.

      "Loan Commitment Termination Date" means the earliest of

            (a)  the Stated Maturity Date;

            (b) the date on which the Loan Commitment Amount is terminated in
      full or reduced to zero pursuant to Section 2.2; and

            (c) the date on which any Commitment Termination Event occurs.

Upon the occurrence of any event described in clause (b) or (c), the Revolving
Loan Commitment, the Swing Line Loan Commitment and the Letter of Credit
Commitment shall terminate automatically and without further action.

      "Loan Document" means this Agreement, the Notes, each Letter of Credit,
the Fee Letter and each other agreement, document or instrument delivered
pursuant hereto or thereto, whether or not mentioned herein or therein.

      "Loans" means, as the context may require, either a Competitive Bid Loan,
a Swing Line Loan or a Revolving Loan.

      "Material Adverse Effect" means a material adverse effect on (i) the
business, operations, affairs, financial condition or Properties of the Borrower
and its Subsidiaries taken as a whole, or (ii) the ability of the Borrower to
perform its obligations under this Agreement or any other Loan Document, or
(iii) the validity or enforceability of this Agreement or any other Loan
Document.

      "Net Proceeds Amount" means, with respect to any Transfer by any Person,
an amount equal to:

            (a) the aggregate amount of the consideration (valued at the Fair
      Market Value of such consideration at the time of the consummation of such
      Transfer) received by such Person in respect of such Transfer,

minus

            (b) all reasonable out-of-pocket costs, fees, commissions and other
      expenses incurred by such Person in connection with such Transfer and
      income taxes paid or reasonably estimated to be payable in connection
      therewith,

minus


                                      22-
<PAGE>   30
            (c) all obligations required to be paid by the Borrower or a
      Restricted Subsidiary as a result of such Transfer.

      "Non-Cash Income," for any period and without duplication, means:

                  (i) the income (or loss) of any Person in which the Borrower
            or any Restricted Subsidiary has an ownership interest (other than
            the Borrower's or a Restricted Subsidiary's ownership interest in a
            Restricted Subsidiary), except to the extent that any such income
            has been actually received by the Borrower or such Restricted
            Subsidiary in the form of cash dividends or similar cash
            distributions,

                  (ii) any restoration to income of any contingency reserve,
            except to the extent that provision for such reserve was made out of
            income accrued during such period,

                  (iii) any gains resulting from any write-up of any assets (but
            not any loss resulting from any write-down of any assets),

                  (iv) any gain arising from the acquisition of any Debt which
            is a Security, or the extinguishment, under GAAP, of any Debt, of
            the Borrower or any Restricted Subsidiary,

                  (v) any net income, net loss or gain or loss during such
            period from (x) any change in accounting principles in accordance
            with GAAP or (y) any prior period adjustments resulting from any
            change in accounting principles in accordance with GAAP, and

                  (vi) any deferred credit representing the excess of equity in
            any Restricted Subsidiary at the date of acquisition over the cost
            of investment in such Restricted Subsidiary.

It is understood that Non-Cash Income may be negative.

      "Non-Consenting Lender" is defined in clause (d) of Section 2.7.2.

      "Non-Recourse Joint Venture" means a joint venture (i) to which a
Non-Recourse Subsidiary is a party and (ii) whose Debt is non-recourse to the
Borrower or any of its Restricted Subsidiaries which is not a Non-Recourse
Subsidiary party thereto or any of their respective assets (other than equity
interests in such joint venture).

      "Non-Recourse Subsidiary" means a direct or indirect Subsidiary of the
Borrower (i) which was formed solely for the purpose of entering into a
Non-Recourse Joint Venture and (ii)


                                      23-
<PAGE>   31
whose Debt is non-recourse to the Borrower or any Restricted Subsidiary of the
Borrower or any of their respective assets (other than equity interests in such
joint venture).

      "Note" means, as the context may require, a Competitive Bid Loan Note, a
Swing Line Note or a Revolving Loan Note.

      "Note Purchase Agreement" means several Note Purchase Agreements, each
dated as of April 17, 1997, among the Borrower and the respective Purchasers
named therein, with respect to the Borrower's $125,000,000 7.31% Senior Notes
Due April 30, 2004.

      "Obligations" means all obligations (monetary or otherwise) of the
Borrower arising under or in connection with this Agreement, the Notes, the
Letters of Credit and each other Loan Document.

      "Organic Document" means, relative to the Borrower, its certificate of
incorporation and its by-laws.

      "Owned Precious Metal Inventory" means all Precious Metals acquired by the
Borrower or a Restricted Subsidiary in a Future Payables Transaction and all
Precious Metals owned by the Borrower or any Restricted Subsidiary up to an
aggregate amount of ounces for each type of Precious Metal as set forth below:

            Gold - 116,076 ounces
            Silver - 14,749,005 ounces
            Platinum - 943 ounces
            Palladium - 80,755 ounces

      "Participant" is defined in Section 10.11.2.

      "PBGC" means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

      "Pension Plan" means a "pension plan", as such term is defined in section
3(2) of ERISA, which is subject to Title IV of ERISA (other than a multiemployer
plan as defined in section 4001(a)(3) of ERISA), and to which the Borrower or
any corporation, trade or business that is, along with the Borrower, a member of
a Controlled Group, may have liability, including any liability by reason of
having been a substantial employer within the meaning of section 4063 of ERISA
at any time during the preceding five years, or by reason of being deemed to be
a contributing sponsor under section 4069 of ERISA.

      "Percentage" means, relative to any Lender, the percentage set forth
opposite its signature hereto or set forth in the Lender Assignment Agreement,
as such percentage may be adjusted


                                      24-
<PAGE>   32
from time to time pursuant to Lender Assignment Agreement(s) executed by such
Lender and its Assignee Lender(s) and delivered pursuant to Section 10.11.1.

      "Person" means any natural person, corporation, partnership, firm,
association, trust, government, governmental agency or any other entity, whether
acting in an individual, fiduciary or other capacity.

      "Plan" means any Pension Plan or Welfare Plan.

      "Precious Metals" means any precious metals, including, without
limitation, gold, silver, palladium and platinum.

      "Priority Debt" means, without duplication, at any time, the sum of:

            (a) all Debt of the Borrower and the Restricted Subsidiaries secured
      by any Lien with respect to any Property owned by the Borrower or any of
      the Restricted Subsidiaries permitted by clause (a) (xi) of Section 7.2.3
      (other than Debt owing to the Borrower or a Restricted Subsidiary), plus

            (b) all Adjusted Debt of the Restricted Subsidiaries (other than
      Debt in respect of Capitalized Lease Liabilities, pollution control bonds
      or industrial revenue bonds) outstanding at such time (other than Debt
      owing to the Borrower or another Restricted Subsidiary), plus

            (c) all Attributable Debt of the Borrower and the Restricted
      Subsidiaries (other than Attributable Debt owing to the Borrower or a
      Restricted Subsidiary).

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

      "Property Reinvestment Application" means, with respect to any Transfer of
Property, the application of, or the entering into of an agreement to apply, an
amount equal to all or any portion of the Net Proceeds Amount with respect to
such Transfer to the acquisition or construction by the Borrower or any
Restricted Subsidiary of assets of the Borrower or any Restricted Subsidiary to
be used in the business of such Person, to the acquisition of a business or of
all or substantially all of the assets of another Person, or to the acquisition
of equity interests in a Person that becomes a Restricted Subsidiary as a result
thereof; provided, however, that in order for any such agreement to apply,
immediately after such agreement shall be entered into, the Unapplied Portions
of the Net Proceeds Amounts for all Asset Dispositions shall not exceed 30% of
the Borrower's consolidated assets. Any Transfer which is, in whole or in part,
a barter Transfer of Property for the assets, business or equity interests
referred to above shall be automatically deemed to be a Property Reinvestment
Application to the extent of the assets, business or equity interests received.


                                      25-
<PAGE>   33
      "Quarterly Payment Date" means the last day of each March, June, September
and December or, if any such day is not a Business Day, the next succeeding
Business Day.

      "Reimbursement Obligation" is defined in Section 2.6.3.

      "Reinvestment Notice" is defined in Section 7.2.11.

      "Release" means a "release", as such term is defined in CERCLA.

      "Replacement Notice" is defined in Section 4.11.

      "Required Lenders" means, at any time,

            (a) with respect to any provision of this Agreement (including the
      termination of Commitments pursuant to Section 8.3) other than the
      declaration of the acceleration of the Stated Maturity Date and of the
      maturity of all or any portion of the outstanding principal amount of the
      Credit Extensions (after giving effect to Section 2.6.7) and, without
      duplication, Letter of Credit Outstandings and other Obligations to be due
      and payable pursuant to Section 8.3, Lenders whose Percentages exceed 50%;
      or

            (b) with respect to the declaration of the acceleration of the
      maturity of all or any portion of the outstanding principal amount of the
      Credit Extensions and, without duplication, Letter of Credit Outstandings
      and other Obligations to be due and payable pursuant to Section 8.3,
      Lenders holding in excess of 50% of the aggregate principal amount of the
      Credit Extensions (after giving effect to Section 2.6.7) then outstanding.

      "Resource Conservation and Recovery Act" means the Resource Conservation
and Recovery Act, 42 U.S.C. Section 690, et seq., as in effect from time to
time.

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

      "Restricted Payments" is defined in Section 7.2.6.

      "Restricted Subsidiary" means, on the date of the initial Credit
Extension, each Subsidiary set forth in Item 6.8 of the Disclosure Schedule and,
at any time after the Effective Date, each Subsidiary then designated (or deemed
designated) a Restricted Subsidiary pursuant to Section 7.2.13.


                                      26-
<PAGE>   34
      "Revolving Loan" is defined in Section 2.1.1.

      "Revolving Loan Borrowing" means Revolving Loans of the same type and, in
the case of LIBO Rate Loans, having the same Interest Period, made by all
Lenders on the same Business Day pursuant to the same Revolving Loan Borrowing
Request in accordance with Section 2.1.

      "Revolving Loan Borrowing Request" means a certificate requesting
Revolving Loans duly executed by an Authorized Officer, substantially in the
form of Exhibit B-1 attached hereto.

      "Revolving Loan Commitment" is defined in Section 2.1.1.

      "Revolving Loan Note" means any promissory note of the Borrower in the
form of Exhibit A-1 hereto (as such promissory note may be amended, endorsed or
otherwise modified from time to time), evidencing the aggregate indebtedness of
the Borrower to such Lender resulting from Revolving Loans outstanding from such
Lender, and also means all other promissory notes accepted from time to time in
substitution therefor or renewal thereof.

      "Sale-and-Leaseback Transaction" means any transaction or series of
transactions commencing on or after the Effective Date pursuant to which the
Borrower or any Restricted Subsidiary shall, more than 180 days after the later
of the acquisition or occupancy of any Property, sell or transfer to any Person
(other than the Borrower or a Restricted Subsidiary) such Property (other than
any Precious Metals), whether now owned or hereafter acquired with an intent of
leasing it back, and, as part of the same transaction or series of transactions,
the Borrower or any Restricted Subsidiary shall rent or lease as lessee (other
than pursuant to a capital lease), or similarly acquire the right to possession
or use of, such Property or one or more other Properties which it intends to use
for the same purpose or purposes as such Property for a period of 36 months or
longer.

      "Scotiabank" is defined in the preamble.

      "Security" means "security" as defined in the Securities Act of 1933, as
amended from time to time.

      "Senior Debt" means (a) any Debt of the Borrower (other than any Debt that
is in any manner subordinated in right of payment or security in any respect to
the Debt evidenced by the Notes) and (b) any Debt of a Restricted Subsidiary.

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

      "Singapore Joint Venture Asset Disposition" means the Transfer, or series
of related Transfers, of all or substantially all of the Borrower's equity
interest in Handy & Harman Manufacturing (Singapore) Pte. Ltd., or all or
substantially all of the assets thereof, but only in


                                      27-
<PAGE>   35
respect of the Borrower's direct or indirect portion of the Net Proceeds Amount
attributable thereto that does not exceed Seven Million Five Hundred Thousand
Dollars ($7,500,000) and the entire amount of such portion of such Net Proceeds
Amount is applied to a Property Reinvestment Application (whether or not within
180 days before or after such Transfer).

      "Stated Amount" of each Letter of Credit means the amount available to be
drawn thereunder upon the issuance thereof or, if higher, the maximum amount
that may be drawn under such Letter of Credit prior to the Stated Expiration
Date therefor.

      "Stated Expiration Date" means the date on which any Letter of Credit is
stated, by its terms, to expire, which date shall in no event be later than the
earlier of one year from the date of its issuance and the Letter of Credit
Commitment Termination Date.

      "Stated Maturity Date" means September 30, 2002, as such date may be
extended pursuant to Section 2.7.

      "Subject Lender" is defined in Section 4.11.

      "Subsidiary" means, with respect to any Person, any corporation,
partnership, joint venture or other business entity of which more than 50% of
the outstanding capital stock or other ownership interest having ordinary voting
power to elect a majority of the board of directors (or an equivalent entity) of
such corporation, partnership, joint venture or other business entity
(irrespective of whether at the time capital stock or other ownership interest
of any other class or classes of such entity shall or might have voting power
upon the occurrence of any contingency) is at the time directly or indirectly
owned by such Person, by such Person and one or more other Subsidiaries of such
Person, or by one or more other Subsidiaries of such Person.

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

      "Swing Line Lender" means Scotiabank in its individual capacity hereunder
(and not in its capacity as Administrative Agent). At the request of Scotiabank
another Lender consented to by the Borrower (such consent not to be unreasonably
withheld) may become a successor Swing Line Lender.

      "Swing Line Loan" is defined in Section 2.1.1(b).

      "Swing Line Loan Borrowing" means Swing Line Loans (which shall be Base
Rate Loans) made by the Swing Line Lender on the same Business Day pursuant to
the same Revolving Loan Borrowing Request in accordance with Section 2.1.

      "Swing Line Loan Commitment" is defined in Section 2.1.1(b).


                                      28-
<PAGE>   36
      "Swing Line Loan Commitment Amount" means, on any date, $10,000,000, as
such amount may be reduced from time to time pursuant to Section 2.2.

    "Swing Line Note" means a promissory note of the Borrower payable to
Scotiabank, in the form of Exhibit A-3 hereto (as such promissory note many be
amended, endorsed or otherwise modified from time to time), evidencing the
aggregate indebtedness of the Borrower to Scotiabank resulting from outstanding
Swing Line Loans, and also means all other promissory notes accepted from time
to time in substitution therefor or renewal thereof.

      "Taxes" is defined in Section 4.6.

      "Transfer" means, with respect to any Person, any transaction in which
such Person sells, conveys, transfers, or leases (as lessor) pursuant to a
capital lease, ownership of any of its Property (including, without limitation,
Subsidiary Stock and Property sold in a Sale-and-Leaseback Transaction) and
includes any consolidation or merger of a Restricted Subsidiary with any other
Person if the Person surviving such consolidation or merger is not a Restricted
Subsidiary and any redesignation of a Restricted Subsidiary as an Unrestricted
Subsidiary pursuant to Section 7.2.13.

      "Type" means, relative to any Loan, the portion thereof, if any, being
maintained as a Base Rate Loan or a LIBO Rate Loan.

      "Unapplied Portion of the Net Proceeds Amount," with respect to any Asset
Disposition as to which the Borrower has given a Reinvestment Notice, means, at
any time, the Disposition Value of the Property subject to such Asset
Disposition multiplied by a fraction of which the numerator is the portion of
the Net Proceeds Amount subject to such Reinvestment Notice which has not been
applied to a Property Reinvestment Application or a Debt Prepayment Application
at such time and the denominator of which is the entire amount of the portion of
the Net Proceeds Amount subject to such Reinvestment Notice.

      "United States" or "U.S." means the United States of America, its fifty
States and the District of Columbia.

      "Unrestricted Subsidiary" means a Subsidiary of the Borrower that is not a
Restricted Subsidiary.

      "Welfare Plan" means a "welfare plan", as such term is defined in section
3(1) of ERISA.

      SECTION 1.2. Use of Defined Terms. Unless otherwise defined or the context
otherwise requires, terms for which meanings are provided in this Agreement
shall have such meanings when used in the Disclosure Schedule and in any Loan
Document, Borrowing Request, Issuance Request, Continuation/Conversion Notice,
notice and other communication delivered from time to time in connection with
this Agreement or any other Loan Document.


                                      29-
<PAGE>   37
      SECTION 1.3. Cross-References. Unless otherwise specified, references in
this Agreement and in each other Loan Document to any Article or Section are
references to such Article or Section of this Agreement or such other Loan
Document, as the case may be, and, unless otherwise specified, references in any
Article, Section or definition to any clause are references to such clause of
such Article, Section or definition.

      SECTION 1.4. Accounting and Financial Determinations; No Duplication;
Consolidation. Unless otherwise specified, (i) all accounting terms used herein
or in any other Loan Document shall be interpreted, all accounting
determinations and computations hereunder or thereunder (including under Section
7.2.4) shall be made, and all financial statements required to be delivered
hereunder or thereunder shall be prepared in accordance with, those generally
accepted accounting principles ("GAAP") applied in the preparation of the
audited annual financial statements referred to in Section 6.5, and (ii) all
accounting determinations and computations hereunder or under any other Loan
Documents (including under Section 7.2.4) shall be made without duplication and
on a consolidated basis for the Borrower and its Restricted Subsidiaries.


                                   ARTICLE II

                       COMMITMENTS, BORROWING, BIDDING AND
                ISSUANCE PROCEDURES, NOTES AND LETTERS OF CREDIT

      SECTION 2.1. Commitments. On the terms and subject to the conditions of
this Agreement (including Article V),

            (a) each Lender severally agrees to make Revolving Loans pursuant to
      the Revolving Loan Commitment described in Section 2.1.1;

            (b) the Swing Line Lender agrees to make Swing Line Loans pursuant
      to the Swing Line Loan Commitment described in Section 2.1.1; and

            (c) the Issuer agrees that it will issue Letters of Credit pursuant
      to Section 2.1.3, and each other Lender severally agrees that it will
      purchase participation interests in such Letters of Credit pursuant to
      Section 2.6.7.

      SECTION 2.1.1. Revolving Loan Commitment and Swing Line Loan Commitment.
(a) From time to time on any Business Day occurring prior to the Loan Commitment
Termination Date, each Lender will make loans (relative to such Lender, and of
any type, its "Revolving Loans") to the Borrower equal to such Lender's
Percentage of the aggregate amount of the Revolving Loan Borrowing requested by
the Borrower to be made on such day. The commitment of each Lender described in
this Section 2.1.1 is herein referred to as its "Revolving Loan Commitment". On
the terms and subject to the conditions hereof, the Borrower may from


                                      30-
<PAGE>   38
time to time prior to the Loan Commitment Termination Date borrow, prepay and
reborrow Revolving Loans.

      (b) From time to time on any Business Day occurring prior to the Loan
Commitment Termination Date, the Swing Line Lender will make loans (its "Swing
Line Loan") to the Borrower equal to the principal amount of the Swing Line Loan
requested by the Borrower to be made on such day. The commitment of the Swing
Line Lender described in this Section 2.1.1(b) is herein referred to as its
"Swing Line Loan Commitment". On the terms and subject to the conditions hereof,
the Borrower may from time to time borrow, prepay and reborrow Swing Line Loans.

      SECTION 2.1.2. Lenders Not Permitted or Required to Make Revolving Loans
or Swing Line Loans. No Lender shall be permitted or required to make any
Revolving Loan or Swing Line Loan if, after giving effect thereto and to any
repayment of Credit Extensions to be made with the proceeds thereof, the
aggregate unpaid principal amount of :

            (a) all Loans outstanding to all Lenders, together with the
      aggregate amount of all Letter of Credit Outstandings, would exceed the
      Loan Commitment Amount; or

            (b) all Swing Line Loans would exceed the Swing Line Loan Commitment
      Amount.

      SECTION 2.1.3. Letter of Credit Commitment. From time to time on any
Business Day occurring prior to the Letter of Credit Commitment Termination
Date, the Issuer:

            (a)  will issue one or more Letters of Credit; and

            (b) may, upon request of the Borrower, extend the Stated Expiration
      Date of an existing Letter of Credit previously issued hereunder to a date
      not later than the earlier of (x) the Letter of Credit Commitment
      Termination Date and (y) one year from the date of such extension.

      SECTION 2.1.4. Issuer Not Permitted or Required to Issue Letters of
Credit. The Issuer shall not be permitted or required to issue any Letter of
Credit if, after giving effect thereto,

            (a) the aggregate amount of all Letter of Credit Outstandings would
      exceed the Letter of Credit Commitment Amount; or

            (b) the sum of all Letter of Credit Outstandings plus the aggregate
      unpaid principal amount of all Loans then outstanding would exceed the
      Loan Commitment Amount.


                                      31-
<PAGE>   39
      SECTION 2.2. Reduction of Commitment Amounts. The Borrower may, from time
to time on any Business Day occurring after the time of the initial Borrowing
hereunder, voluntarily reduce the amount of the Loan Commitment Amount, the
Swing Line Loan Commitment Amount or the Letter of Credit Commitment Amount;
provided, however, that (i) all such reductions shall require at least three
Business Days' prior written irrevocable notice to the Administrative Agent and
be permanent, (ii) any partial reduction of (A) the Loan Commitment Amount shall
be in a minimum amount of $10,000,000 and in an integral multiple of $1,000,000
and (B) the Letter of Credit Commitment Amount or the Swing Line Loan Commitment
Amount shall be in a minimum amount of $1,000,000 and in an integral multiple of
$250,000, (iii) except as provided below, the Loan Commitment Amount may not be
so reduced to an amount less than the sum of the then existing Letter of Credit
Commitment Amount and Swing Line Loan Commitment Amount and (iv) except as
provided below, the Borrower may not reduce the Letter of Credit Commitment
Amount to an amount less than the then Letter of Credit Outstandings; and
provided, further, that the Borrower may terminate the Commitments in whole if,
at the time of and as a condition of such termination, (x) the Borrower shall
have repaid in full the aggregate outstanding principal amount of all Revolving
Loans, Swing Line Loans and Reimbursement Obligations, together with all accrued
interest and fees thereon to the date of termination, and (y) all unexpired
Letters of Credit shall have been returned to the Issuer for cancellation or
cash-collateralized pursuant to arrangements and documentation reasonably
satisfactory to the Issuer.

      SECTION 2.3. Revolving Loan and Swing Line Loan Borrowing Procedure and
Funding Maintenance. Revolving Loans shall be made by the Lenders in accordance
with Section 2.3.1, and Swing Line Loans shall be made by the Swing Line Lender
in accordance with Section 2.3.2.

      SECTION 2.3.1. Revolving Loans. By delivering a Revolving Loan Borrowing
Request to the Administrative Agent, on a Business Day the Borrower may from
time to time irrevocably request, (x) on not less than three nor more than five
Business Days' notice (but before 10:00 a.m. (New York City time) on the
applicable Business Day), in the case of LIBO Rate Loans, and (y) on not more
than five Business Days' notice (but before 10:30 a.m. (New York City time) on
the date such Borrowing is to occur), in the case of Base Rate Loans, that a
Revolving Loan Borrowing be made by all the Lenders in a minimum amount of
$10,000,000 and an integral multiple of $1,000,000, or, if less, in the unused
amount of the Revolving Loan Commitment. The Administrative Agent shall promptly
notify each Lender of the receipt of a Revolving Loan Borrowing Request. On the
terms and subject to the conditions of this Agreement, each Revolving Loan
Borrowing shall be comprised of the type of Revolving Loans, and shall be made
on the Business Day, specified in such Revolving Loan Borrowing Request. On or
before 11:00 a.m. (New York City time) (in the case of LIBO Rate Loans), and
12:00 (noon) (New York City time), in the case of a Base Rate Loan, on the
Business Day that such Revolving Loan Borrowing is to be made, each Lender shall
deposit with the Administrative Agent immediately available funds in an amount
equal to such Lender's Percentage of the requested Revolving Loan Borrowing.
Such deposit will be made to an account which the Administrative Agent shall
specify from time to time by notice to the Lenders. To the extent funds are
received from the Lenders, the Administrative Agent shall make such funds
available


                                      32-
<PAGE>   40
to the Borrower by wire transfer to the accounts the Borrower shall have
specified in its Revolving Loan Borrowing Request. No Lender's obligation to
make any Revolving Loan shall be affected by any other Lender's failure to make
any Revolving Loan.

      SECTION 2.3.2. Swing Line Loans. (a) By written or telephonic notice to
the Swing Line Lender on or before 11:00 a.m. (New York City time), on a
Business Day the Borrower may from time to time request that Swing Line Loans be
made by the Swing Line Lender on such Business Day (or the next succeeding
Business Day) in an aggregate minimum principal amount of $1,000,000 and an
integral multiple of $250,000. All telephonic notices shall be confirmed on the
same Business Day by the delivery to the Administrative Agent of an
appropriately completed Revolving Loan Borrowing Request. All Swing Line Loans
shall be made as Base Rate Loans. Provided that notice is received by the Swing
Line Lender in accordance with the first sentence of this Section 2.3.2, the
proceeds of each Swing Line Loan shall be made available by the Swing Line
Lender to the Borrower by 2:00 p.m. on the requested Borrowing Date by wire
transfer of such proceeds to such transferees, or to such accounts of the
Borrower, as the Borrower shall have specified in its notice therefor.

      (b) If (i) any Swing Line Loan is or will be outstanding on a date when
the Borrower requests that a Revolving Loan be made; or (ii) any Default shall
occur and be continuing, each Lender (other than the Swing Line Lender)
irrevocably agrees that it will, at the request of Scotiabank, make a Revolving
Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to
such Lender's Percentage of the aggregate principal amount of all such Swing
Line Loans.

      (c) If the outstanding principal amount of any Swing Line Loan is not
repaid when due pursuant to the terms of this Agreement, each Lender (other than
the Swing Line Lender) irrevocably agrees that it will, upon receipt of a notice
from the Swing Line Lender, promptly (and in any event within one Business Day)
transfer to the Swing Line Lender, in immediately available funds, an amount
equal to such Lender's Percentage of the then aggregate outstanding amount of
all Swing Line Loans, and thereafter such Loans shall constitute a Revolving
Loan made by such Lender hereunder.

      SECTION 2.3.3. Continuation and Conversion Elections. By delivering a
Continuation/Conversion Notice to the Administrative Agent on or before 10:00
a.m. (New York City time), on a Business Day, the Borrower may from time to time
irrevocably elect, on not less than three nor more than five Business Days'
notice that all, or any portion in an aggregate minimum amount of $10,000,000
and an integral multiple of $1,000,000, of any Revolving Loans be, in the case
of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate
Loans, on the last day of an Interest Period with respect thereto be converted
into a Base Rate Loan or continued as a LIBO Rate Loan (in the absence of
delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan
at least three Business Days before the last day of the then current Interest
Period with respect thereto, such LIBO Rate Loan shall, on such last day,
automatically convert to a Base Rate Loan); provided, however, that


                                      33-
<PAGE>   41
(i), except as provided in Section 4.1, each such conversion or continuation
shall be pro rated among the applicable outstanding Revolving Loans of all
Lenders, and (ii) at the Administrative Agent's election by notice to the
Borrower, no portion of the outstanding principal amount of any Revolving Loan
may be continued as, or be converted into, a LIBO Rate Loan when any Default has
occurred and is continuing.

      SECTION 2.3.4. Funding. Each Lender may, if it so elects, fulfill its
obligation to make, continue or convert LIBO Rate Loans hereunder, or to make a
Competitive Bid Loan based on a LIBOR Auction, by causing one of its foreign
branches or affiliates (or an international banking facility created by such
Lender) to make or maintain such LIBO Rate Loan or Competitive Bid Loan, as the
case may be; provided, however, that such LIBO Rate Loan or Competitive Bid
Loan, as the case may be, shall nonetheless be deemed to have been made and to
be held by such Lender, and the obligation of the Borrower to repay such LIBO
Rate Loan or Competitive Bid Loan, as the case may be, shall nevertheless be to
such Lender for the account of such foreign branch, affiliate or international
banking facility. In addition, the Borrower hereby consents and agrees that, for
purposes of any determination to be made for purposes of Section 4.1, 4.2, 4.3
or 4.4, it shall be conclusively assumed that each Lender elected to fund all
LIBO Rate Loans and Competitive Bid Loans based on a LIBOR Auction by purchasing
Dollar deposits in its LIBOR Office's interbank Eurodollar market.

      SECTION 2.4. Competitive Bid Loans. Subject to the terms and conditions of
this Agreement (including Article V), each Lender severally agrees that the
Borrower may request that Competitive Bid Loan Borrowings under this Section 2.4
be made from time to time on any Business Day prior to the date occurring 15
Business Days prior to the Loan Commitment Termination Date in the manner set
forth below; provided, however, that following the making of each Competitive
Bid Loan Borrowing, the aggregate amount of all Loans and Letter of Credit
Outstandings then outstanding shall not exceed the Loan Commitment Amount and
the Borrower hereby agrees to make a mandatory prepayment of Loans on the date
of each Competitive Bid Loan Borrowing with the proceeds of Competitive Bid
Loans to the extent necessary (i) to reduce the outstanding principal amount of
all Loans and Letter of Credit Outstandings (after giving effect to such
Competitive Bid Loan Borrowing) to an amount not in excess of the Loan
Commitment Amount, and (ii) to prepay all Swing Line Loans.

            (a) Competitive Bid Loan Borrowing Request. The Borrower may request
      Competitive Bid Loan Borrowings under this Section 2.4 by delivering to
      the Administrative Agent, not later than 10:00 a.m. (New York City time)
      at least (x) five Business Days prior to the date of the proposed
      Competitive Bid Loan Borrowing (in the case of LIBOR Auctions) or (y) one
      Business Day prior to the date of the proposed Competitive Bid Loan
      Borrowing (in the case of an Absolute Rate Auction), a revocable
      Competitive Bid Loan Borrowing Request (which shall constitute an
      invitation to the Lenders to extend Competitive Bid Loan quotes to the
      Borrower, and which may contain requests for up to three different
      Competitive Bid Loan Borrowings), specifying


                                      34-
<PAGE>   42
                  (i) the proposed date (which shall be a Business Day) and
            aggregate principal amount or amounts of each Competitive Bid Loan
            to be made as part of such proposed Competitive Bid Loan Borrowing
            (each of which such Competitive Bid Loan shall be in a minimum
            principal amount of $10,000,000 and in an integral multiple of
            $1,000,000) (and, subject to the proviso contained in the first
            sentence of this Section 2.4, which principal amount may exceed the
            Loan Commitment Amount then available to be borrowed),

                  (ii) whether the Competitive Bid Loan quotes requested are to
            set forth a LIBO Rate Bid Margin or an Absolute Rate (or a
            combination thereof),

                  (iii) the proposed maturity date or dates (each a "Competitive
            Bid Loan Maturity Date") for repayment of each Competitive Bid Loan
            to be made as part of such Competitive Bid Loan Borrowing (which
            maturity date or dates may not (A) with respect to Absolute Rate
            Loans, be (i) earlier than 7 days; or (ii) later than 180 days; and
            (B) with respect to Competitive Bid Loans based on a LIBOR Auction,
            be later than the date occurring six months after the date of such
            Competitive Bid Loan Borrowing and (C) with respect to any
            Competitive Bid Loan, occur later than the Loan Commitment
            Termination Date), and

                  (iv) in the case of Competitive Bid Loans based on the LIBOR
            Auction, the proposed duration of the Interest Period applicable
            thereto.

            (b) Invitation for Bid Loan Quotes. Promptly upon receipt of a
      Competitive Bid Loan Borrowing Request but in no event later than 2:30
      p.m. (New York City time) on the date of such receipt, the Administrative
      Agent shall send to the Lenders by facsimile an Invitation for Bid Loan
      Quotes substantially in the form of Exhibit C-1 attached hereto containing
      the information contained in the applicable Competitive Bid Loan Request
      and which shall constitute an invitation by the Borrower to each Lender to
      submit Competitive Bid Loan quotes in response thereto.

            (c)  Submission and Contents of Bid Loan Quotes.

                  (i) If any Lender, in its sole discretion, elects to offer to
            make a Competitive Bid Loan to the Borrower as part of such proposed
            Competitive Bid Loan Borrowing at a rate of interest specified by
            such Lender in its sole discretion, it shall deliver to the
            Administrative Agent not later than (x) 11:00 a.m. (New York City
            time) on the fourth Business Day prior to the proposed date of
            Borrowing, in the case of a LIBOR Auction or (y) 9:30 a.m. (New York
            City time) on the proposed date of Borrowing, in the case of an
            Absolute Rate Auction, a Competitive Bid Loan Offer, which must
            comply with the requirements of this clause, in the form of Exhibit
            C-2 hereto; provided, that Competitive Bid Loan quotes submitted by
            the Administrative Agent (or any


                                      35-
<PAGE>   43
            affiliate of the Administrative Agent) in the capacity of a Lender
            may be submitted, and may only be submitted, if the Administrative
            Agent or such affiliate notifies the Borrower of the terms of the
            offer or offers contained therein not later than (x) 10:45 a.m. (New
            York City time) on the fourth Business Day prior to the proposed
            date of Borrowing, in the case of a LIBOR Auction or (y) 9:15 a.m.
            (New York City time) on the proposed date of Borrowing, in the case
            of an Absolute Rate Auction. Subject to Articles V and VIII, such
            Competitive Bid Loan Offer shall be irrevocable except with the
            written consent of the Administrative Agent, given on the
            instructions of the Borrower, and shall specify

                        (A) the proposed date of Borrowing, which shall be the
                  same as that set forth in the applicable Invitation for Bid
                  Loan Quotes,

                        (B) the principal amount of the Competitive Bid Loan
                  which such Lender would be willing to make as part of such
                  proposed Competitive Bid Loan Borrowing, which principal
                  amount may be greater than, less than or equal to such
                  Lender's Percentage of the Loan Commitment Amount, but which
                  amount shall be in a minimum principal amount of $5,000,000
                  and in an integral multiple of $1,000,000,

                        (C) in the case of a LIBOR Auction, the LIBO Rate Bid
                  Margin, and in the case of an Absolute Rate Auction, the
                  Absolute Rate therefor, and

                        (D) the identity of the quoting Lender.

                  (ii)  Any Competitive Bid Loan Offer that:

                        (A) is not substantially in the form of Exhibit C-2
                  hereto or does not specify all of the information required in
                  clause (c) of this Section 2.4;

                        (B) contains qualifying, conditional or similar
                  language;

                        (C) contains proposed terms other than or in addition to
                  those set forth in the applicable Invitation for Bid Loan
                  Quotes; or

                        (D) arrives after the time set forth in clause (c) of
                  this Section 2.4

      shall be disregarded by the Administrative Agent.

            (d) Notice to Borrower. The Administrative Agent shall (by telephone
      confirmed by telecopy), by 1:00 p.m. (New York City time) (on the fourth
      Business Day prior to the


                                      36-
<PAGE>   44
      proposed date of Borrowing, in the case of a LIBOR Auction) and 10:00 a.m.
      (New York City time) (on the proposed date of Borrowing, in the case of an
      Absolute Rate Auction) notify the Borrower of the terms of any Competitive
      Bid Loan Offer submitted by a Lender that is in accordance with clause (c)
      of this Section 2.4. Any subsequent Competitive Bid Loan Offer of a Lender
      shall be disregarded by the Administrative Agent unless such subsequent
      Competitive Bid Loan Offer is submitted solely to correct a manifest error
      in such earlier Competitive Bid Loan Offer. The Administrative Agent's
      notice to the Borrower shall specify (A) the aggregate principal amount of
      Competitive Bid Loans for which offers have been received in respect of
      the related Invitation for Bid Loan Quotes, (B) the respective principal
      amounts and Competitive Bid Rates so offered, and (C) the identity of such
      quoting Lenders.

            (e) Competitive Bid Loan Acceptance. The Borrower shall, in turn,
      before (x) 4:00 p.m. (New York City time) on the fourth Business Day prior
      to the proposed date of Borrowing, in the case of a LIBOR Auction, or (y)
      12:00 (noon) (New York City time) on the date of such proposed Competitive
      Bid Loan Borrowing, in the case of an Absolute Rate Auction, either

                  (i) irrevocably cancel the Competitive Bid Loan Borrowing
            Request that requested such Competitive Bid Loan Borrowing by giving
            the Administrative Agent (which shall promptly notify each Lender)
            telephonic notice (promptly confirmed in writing) to that effect
            (and, for purposes of this Section 2.4, a failure on the part of the
            Borrower to timely notify the Administrative Agent under the terms
            of this clause shall be deemed to be non-acceptance of all offers so
            notified to it pursuant to clause (d) above), or

                  (ii) irrevocably accept one or more of the offers made by any
            Lender or Lenders pursuant to clause (d) above, in its sole
            discretion, by giving the Administrative Agent telephonic notice
            (and the Administrative Agent shall, promptly upon receiving such
            telephonic notice from the Borrower, notify each Lender whose
            Competitive Bid Loan Offer has been accepted) (promptly confirmed in
            writing by delivery to the Administrative Agent of a Competitive Bid
            Loan Borrowing Notice, copies of which shall thereafter be forwarded
            to each of the Lenders) of

                        (A) the amount of the Competitive Bid Loan Borrowing to
                  be made on such date,

            and

                        (B) the amount of the Competitive Bid Loan (which amount
                  shall not be greater than, but which may be less than, the
                  amount offered by such Lender for such Competitive Bid Loan
                  pursuant to clause (d) above)


                                      37-
<PAGE>   45
                  to be made by such Lender as part of such Competitive Bid Loan
                  Borrowing, and reject any remaining offers made by Lenders
                  pursuant to clause (d) above by giving the Administrative
                  Agent (which shall promptly give to the Lenders) notice to
                  that effect;

            provided, however, that

                        (C) the aggregate amount of the Competitive Bid Loan
                  Offers accepted by the Borrower shall not exceed the principal
                  amount specified in the applicable Competitive Bid Loan
                  Borrowing Request,

                        (D) except as a result of the application of the last
                  sentence of this paragraph (e), no Lender shall, without its
                  prior written consent (in its sole discretion), be required to
                  make a Competitive Bid Loan in a principal amount of less than
                  $5,000,000 and an integral multiple of $1,000,000;

                        (E) except as a result of the application of the last
                  sentence of this paragraph (e), no bid shall be accepted for a
                  Competitive Bid Loan unless such Competitive Bid Loan is in a
                  minimum principal amount of $5,000,000 (except as provided in
                  clause (D) above) and an integral multiple of $1,000,000 and
                  is part of a Competitive Bid Loan Borrowing in a minimum
                  principal amount of $10,000,000,

                        (F) the Borrower may not accept any offer that is
                  described in clause (c)(ii) of this Section 2.4, or that
                  otherwise fails to comply with the requirements of this
                  Agreement.

                        (G) acceptance of offers may, subject to clause (H)
                  below, be made only in ascending order of the applicable
                  Competitive Bid Rates, as the case may be, in each case
                  beginning with the lowest rate so offered;

                        (H) the Borrower may not accept any offer where the
                  Administrative Agent has advised the Borrower that such offer
                  fails to comply with clause (C) or otherwise fails to comply
                  with the requirements of this Agreement.

If offers are made by two or more Lenders with the same applicable Competitive
Bid Rates for a greater aggregate principal amount than the amount in respect of
which offers are accepted for the related Interest Period or, as the case may
be, maturity, the principal amount of Competitive Bid Loans in respect of which
such offers are accepted shall be allocated by the Borrower among such Lenders
as nearly as possible in proportion to the aggregate principal amount of such
offers. Determinations by the Borrower of the amounts of Competitive Bid Loans
shall be conclusive in the absence of manifest error.


                                      38-
<PAGE>   46
            (f) Funding of Competitive Bid Loans. Not later than 11:00 a.m. (New
      York City time) (in the case of a Borrowing based on a LIBOR Auction) and
      1:00 p.m. (New York City time) (in the case of a Borrowing based on an
      Absolute Rate Auction), in each case on the date specified for each
      Competitive Bid Loan hereunder, each Lender participating therein shall
      make available the amount of the Competitive Bid Loan to be made by it on
      such date to the Administrative Agent in immediately available funds, for
      the account of the Borrower, such deposit to be made to an account
      maintained by the Administrative Agent, as the Administrative Agent shall
      specify from time to time by notice to the Lenders or as otherwise agreed
      to in writing by the Administrative Agent and the Borrower. The amount so
      received by the Administrative Agent shall promptly be made available to
      the Borrower by depositing the same in immediately available funds in an
      account of the Borrower's notified to the Administrative Agent in writing.

      SECTION 2.5. Notes. Each Lender's Loans under its Commitments shall be
evidenced by a Note payable to the order of such Lender in a maximum principal
amount equal to

            (a) in the case of Revolving Loans, such Lender's Percentage of the
      original Loan Commitment Amount; and

            (b)  in the case of Swing Line Loans, $10,000,000; and

            (c) in the case of Competitive Bid Loans, $200,000,000.

The Borrower hereby irrevocably authorizes each Lender to make (or cause to be
made) appropriate notations on the grid attached to such Lender's Note (or on
any continuation of such grid), which notations, if made, shall evidence, inter
alia, the date of, the outstanding principal amount of, and the interest rate
and Interest Period (in the case of Revolving Loan Notes) and the Competitive
Bid Loan Maturity Dates and Interest Period (if applicable) (in the case of
Competitive Bid Loan Notes) applicable to the Loans evidenced thereby. Such
notations shall be prima facie evidence of the matters stated therein, absent
manifest error; provided, however, that the failure of any Lender to make any
such notations shall not limit or otherwise affect any Obligations of the
Borrower.

      SECTION 2.6. Issuing the Letters of Credit. (a) Not later than 10:00 a.m.
(New York City time) on the third Business Day prior to the date of a requested
issuance of a Letter of Credit, and on not less than 30 nor more than 60 days'
prior notice in the case of a request for an extension of the Stated Expiration
Date of a Letter of Credit (in each case, an "Issuance Date"), the Borrower may,
by delivery to the Issuer of an Issuance Request specifying (i) the Issuance
Date, (ii) the Stated Amount of the Letter of Credit, (iii) the Stated
Expiration Date thereof, (iv) the beneficiary of such Letter of Credit, and (v)
the terms and conditions upon which the Letter of Credit may be drawn by the
beneficiary of such Letter of Credit, request that the Issuer issue or extend
the Stated Expiration Date of a Letter of Credit. Each Issuance Request shall be
revocable until 10:00 a.m. (New York City time) on the proposed Issuance Date,
at which time it


                                      39-
<PAGE>   47
shall become irrevocable. On the Issuance Date and upon fulfillment of the
applicable conditions set forth in Article V, the Issuer will issue, or extend
the Stated Expiration Date of, such Letter of Credit in accordance with its
terms. All Letters of Credit shall expire not later than the earlier to occur of
one year from the Issuance Date and the Letter of Credit Commitment Termination
Date.

      (b) The Existing Letters of Credit (i) to the extent still outstanding on
the Effective Date, shall automatically and without further action of the
parties hereto be deemed to be Letters of Credit issued pursuant to this Section
2.6 and shall be subject to the provisions hereof (including with respect to the
payment of fees specified in Section 3.3.2, as if the Existing Letters of Credit
had been issued on the Effective Date), (ii) the Stated Amount of such letters
of credit shall be included in the calculation of Letter of Credit Outstandings,
and (iii) all liabilities of the Borrower with respect to the Existing Letters
of Credit shall constitute Obligations subject to all of the terms and
conditions hereof.

      SECTION 2.6.1. Drawings under the Letters of Credit. In the event there
occurs one or more drawings under any Letter of Credit, the Issuer shall, not
later than 2:00 p.m. (New York City time) on the Business Day on which such
drawing is required to be honored pursuant to such Letter of Credit (the
"Disbursement Date"), make available to the beneficiary under such Letter of
Credit, in same day funds, the amount drawn on the Issuer pursuant to such
drawing.

      SECTION 2.6.2. Reimbursement on Demand. On (or promptly after) each
Disbursement Date the Issuer shall notify the Borrower of a drawing under a
Letter of Credit, and the Issuer will promptly thereafter furnish to the
Borrower copies of (i) each draft drawn under such Letter of Credit and (ii)
each certificate accompanying any such draft; provided, however, that the
failure to give such notice or to provide such copies shall not affect the
obligations of the Borrower hereunder. Upon demand by the Issuer, and in any
event within one Business Day thereof, the Borrower will, as reimbursement for
such payment by the Issuer, immediately and unconditionally pay to the Issuer
the amount of each payment made under each Letter of Credit; provided, however,
that, if no Default shall have then occurred and be continuing, the Borrower
may, upon notice to the Administrative Agent, which shall promptly notify each
Lender, deem the amount drawn under a Letter of Credit to be a Revolving Loan
constituting a Base Rate Loan and each Lender (other than the Issuer) will
deliver to the Issuer immediately available funds in an amount equal to such
Lender's Percentage of such Base Rate Loan. To the extent an amount drawn under
a Letter of Credit is not so deemed to be a Base Rate Loan and in any event,
from and including the Disbursement Date, interest will accrue on any amount
remaining unpaid by the Borrower to the Issuer under this Section 2.6.2 from the
Disbursement Date until such amount is paid in full at an interest rate per
annum equal to the Alternate Base Rate in effect from time to time plus, if such
amounts are overdue, 2%.

      SECTION 2.6.3. Obligations Absolute. The obligation (a "Reimbursement
Obligation") of the Borrower to reimburse the Issuer with respect to each
payment under each Letter of Credit, and each Lender's obligation under Section
2.6.7 to reimburse the Issuer, shall be


                                      40-
<PAGE>   48
unconditional and irrevocable, and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances, including, without limitation,
the following circumstances:

            (a) any lack of validity or enforceability of any Letter of Credit
      or any related contract, instrument or other agreement in support of which
      the Letter of Credit has been issued (collectively referred to as a
      "Contract");

            (b) any amendment or waiver of, or any consent to or departure from,
      any Contract;

            (c) the existence of any claim, set-off, defense or other right
      which the Borrower may have at any time against any beneficiary of any
      Letter of Credit (or any persons for whom any such beneficiary may be
      acting), the Issuer or any other Person, whether in connection with this
      Agreement, the transactions contemplated herein or in such Letter of
      Credit or any Contract or any unrelated transaction;

            (d) any certificate or any other document presented under any Letter
      of Credit proving to be forged, fraudulent or insufficient in any respect
      or any statement therein being untrue or inaccurate in any respect; or

            (e) any other circumstance or happening whatsoever, whether or not
      similar to any of the foregoing.

Notwithstanding the foregoing, if the Borrower shall make payment as above
provided, the Borrower shall have a claim against the Issuer, and the Issuer
shall be liable to the Borrower, to the extent, but only to the extent, of any
direct, as opposed to consequential, damages suffered by the Borrower as the
result of the wilful misconduct or gross negligence on the part of the Issuer in
determining whether documents presented under any Letter of Credit comply with
the terms thereof.

      SECTION 2.6.4. Action in Respect of the Letters of Credit. The Borrower
assumes all risks of the acts or omissions of the beneficiaries under the
Letters of Credit with respect to their use of the Letters of Credit. Neither
the Issuer, the Administrative Agent or any Lender, nor any of their respective
officers, employees, agents or directors shall be liable or responsible for:

                  (i)  the use which may be made with any Letter of Credit;

                  (ii) the form, sufficiency, accuracy or genuineness of
            certificates or other documents delivered under or in connection
            with any Letter of Credit, even if such certificates or other
            documents should prove to be insufficient, fraudulent or forged;


                                      41-
<PAGE>   49
                  (iii) errors, omissions, interruptions or delays in
            transmission or delivery of any messages, by mail, cable, telex,
            telecopy, telegraph, wireless or otherwise; or

                  (iv) errors in translation or for errors in interpretation of
            technical terms.

The Issuer may accept certificates or other documents that appear on their face
to be in order, without responsibility for further investigation, regardless of
any notice or information to the contrary. In furtherance and not in limitation
of the foregoing provisions, the Borrower agrees that, except for the Issuer's
gross negligence or wilful misconduct, any action, inaction or omission taken or
suffered by the Issuer in good faith in connection with any Letter of Credit, or
the relative drafts, certificates or other documents, shall be binding on the
Borrower and shall not result in any liability of the Issuer to the Borrower.

      SECTION 2.6.5. Indemnification. The Borrower hereby indemnifies and holds
harmless the Issuer from and against any and all claims, damages, losses,
liabilities, or reasonable costs or expenses which the Issuer or any of its
officers, employees, agents or directors may incur or which may be claimed
against the Issuer by any person by reason of or in connection with the
execution and delivery or payment or failure to make payment under, any Letter
of Credit; provided, however, that the Borrower shall not be required to
indemnify the Issuer pursuant to this Section 2.6.5 for any claims, damages,
losses, liabilities, costs or expenses to the extent caused by (i) the Issuer's
or any of its officers, employees, agents or directors wilful misconduct or
gross negligence in determining whether documents presented under the Letter of
Credit comply with the terms of such Letter of Credit or (ii) the Issuer's
wilful failure to make lawful payment under any Letter of Credit after
presentation to it by a beneficiary of a draft and certificate strictly
complying with the terms and conditions of such Letter of Credit.

      SECTION 2.6.6. Deemed Disbursements. (a) Upon the occurrence and during
the continuation of any Default of the nature set forth in Section 8.1.9, or any
other Event of Default, an amount equal to the then aggregate amount of each
Letter of Credit which is undrawn and available under all issued and outstanding
Letters of Credit shall, without demand upon or notice to the Borrower, be
deemed to have been paid or disbursed by the Issuer under such Letters of Credit
(notwithstanding that such amount may not in fact have been so paid or
disbursed); and

      (b) in the case of a Default under Section 8.1.9, or in the case of any
other Event of Default upon notification by the Administrative Agent to the
Borrower of its obligations under this Section 2.6.6, the Borrower shall, in
each case, be immediately obligated to reimburse the Issuer for the amount
deemed to have been so paid or disbursed by the Issuer.

Any amounts so payable by the Borrower pursuant to this Section 2.6.6 shall be
deposited in immediately available funds in an interest bearing cash collateral
account maintained with the Administrative Agent, and held as collateral
security for the Obligations, and in furtherance of the foregoing, the Borrower
hereby grants to each Lender a continuing security interest in any


                                      42-
<PAGE>   50
and all balances, credits, deposits, accounts or moneys of the Borrower then or
thereafter maintained with such Lender; provided that any such appropriation
shall be subject to the provisions of Section 4.8. At such time when all
Defaults of the nature set forth in Section 8.1.9 and all Events of Default
shall have been cured or waived, the Administrative Agent shall return to the
Borrower all amounts then on deposit with the Administrative Agent pursuant to
this Section 2.6.6 which have not been applied towards satisfaction of the
Obligations.

      SECTION 2.6.7. Other Lenders' Participation. Upon the issuance of each
Letter of Credit issued by the Issuer pursuant hereto, and without further
action, each Lender (other than the Issuer) shall be deemed to have irrevocably
purchased, to the extent of its Percentage, a participation interest in such
Letter of Credit (including the contingent liability and any Reimbursement
Obligation with respect thereto), and such Lender shall, to the extent of its
Percentage, be responsible for reimbursing promptly (and in any event within one
Business Day) the Issuer for Reimbursement Obligations, except to the extent
reimbursed by the Borrower in accordance with Section 2.6.2. In addition, such
Lender shall, to the extent of its Percentage, be entitled to receive (i) a
ratable portion of the fees payable to such Lender pursuant to Section 3.3.2
with respect to each Letter of Credit, (ii) payments of Reimbursement
Obligations to the extent such Lender has reimbursed the Issuer therefor
pursuant to this Section 2.6.7 and (iii) interest on such reimbursement from and
after the date such Lender has funded such Reimbursement Obligation.

      SECTION 2.7. Extension of Stated Maturity Date and Maturity of Loans. Each
of (i) the Stated Maturity Date and (ii) the obligation, pursuant to Section
3.1.1, to make a mandatory repayment of the outstanding principal amount of
Loans on the Stated Maturity Date, shall be subject to extension or
postponement, as the case may be, as set forth in this Section 2.7.

      SECTION 2.7.1. Request for Extension of Stated Maturity Date and Maturity
of Loans. Any term or provision of this Agreement to the contrary
notwithstanding, no earlier than 60 days nor later than 45 days prior to the
first anniversary of the Effective Date, or each and any successive anniversary
thereof (if the Revolving Loan Commitment then remains in effect), the Borrower
may, by delivery of a duly completed Extension Request to the Administrative
Agent, irrevocably request that each Lender and each Issuer

            (a) extend for a one year period the then existing Stated Maturity
      Date relating to such Lender's Revolving Loan Commitment or the Swing Line
      Lender's Swing Line Loan Commitment; and

            (b) extend for a one year period the then existing Stated Maturity
      Date relating to such Issuer's Letter of Credit Commitment and each
      Lender's obligation to participate, pursuant to Section 2.6.7, in the
      Letters of Credit.


                                      43-
<PAGE>   51
      SECTION 2.7.2. Consent to Extension of Stated Maturity Date and Maturity
of Loans.

            (a) The Administrative Agent shall, promptly after receipt of any
      such Extension Request pursuant to Section 2.7.1, notify each Lender and
      each Issuer thereof by providing them a copy of such Extension Request.

            (b) Each Lender and Issuer shall, within 30 days of receipt of the
      notice described in clause (a), notify the Administrative Agent whether or
      not it consents to the requests of the Borrower set forth in such
      Extension Request, such consent to be in the sole discretion of such
      Lender or Issuer, as the case may be. Each Lender hereby acknowledges and
      agrees that its consent to the Borrower's request to extend the then
      existing Stated Maturity Date shall also be deemed to be a consent by such
      Lender to an extension of its obligations to participate, pursuant to
      Section 2.6.7, in the Letters of Credit. If any Lender or Issuer does not
      so notify the Administrative Agent of its decision within such 30 day
      period, such Lender or Issuer, as the case may be, shall be deemed not to
      have consented to such requests of the Borrower.

            (c) The Administrative Agent shall promptly notify the Borrower
      whether the Lenders and Issuers have consented to such request. If the
      Administrative Agent does not so notify the Borrower within 5 days prior
      to the next occurring anniversary of the Effective Date, the
      Administrative Agent shall be deemed to have notified the Borrower that
      the Lenders and Issuers have not consented to the Borrower's request.

            (d) Each Lender that elects not to provide a new Revolving Loan
      Commitment upon the expiration of the then effective Stated Maturity Date
      or that fails to so notify the Administrative Agent of such consent (a
      "Non-Consenting Lender") hereby agrees that if, on or prior to the then
      effective Stated Maturity Date, any other Lender or other financial
      institution acceptable to the Borrower and the Administrative Agent offers
      to purchase such Non-Consenting Lender's Percentage of the Revolving Loan
      Commitment for a purchase price equal to the sum of all amounts then owing
      with respect to the Revolving Loans and all other amounts accrued for the
      account of such Non-Consenting Lender, such Non-Consenting Lender will
      assign, sell and transfer on the then effective Stated Maturity Date all
      of its right, title, interest and obligations with respect to the
      foregoing to such other Lender or financial institution pursuant to the
      terms of Section 10.11.1, and the fee payable pursuant to Section 10.11.1
      shall be payable by the Borrower or such Assignee Lender.

            (e) The Revolving Loans of any Non-Consenting Lender that were not
      purchased pursuant to clause (d) will mature and be due and payable on the
      then scheduled Stated Maturity Date, and the Commitments of such
      Non-Consenting Lender will thereupon terminate. On such Stated Maturity
      Date, the Loan Commitment Amount will be automatically reduced by an
      amount equal to the product of


                                      44-
<PAGE>   52
                  (i) the sum of the Percentages of all Non-Consenting Lenders
            that were not purchased pursuant to clause (d), and

                  (ii) the Loan Commitment Amount (whether used or unused) on
            such Stated Maturity Date immediately prior to such calculation.

            (f) On the date that would have been the Stated Maturity Date had
      the Revolving Loan Commitment not been extended pursuant to the terms of
      this Section 2.7.2, the Percentages of the remaining Lenders which have
      consented to an extension of their Commitment hereunder shall be adjusted
      accordingly by the Administrative Agent, based on such Lenders' pro rata
      share of the remaining Loan Commitment Amount.

Notwithstanding anything to the contrary contained in this Section 2.7.2, the
Stated Maturity Date of those Lenders consenting to such an extension shall not
be extended for an additional one year period unless Lenders whose Percentages
equal or exceed 75% of the Loan Commitment Amount as of the Effective Date
(after giving effect to the operation of clause (d)) have so consented to such
extension.

      SECTION 2.8. Increase of Loan Commitment Amount. (a) At the request of the
Borrower to the Administrative Agent, the combined Loan Commitment Amount
hereunder may be increased from time to time after the Closing Date by not more
than $100,000,000; provided that (i) each such increase is in a minimum amount
of $10,000,000, (ii) each Lender whose Commitment is increased consents and
(iii) the consent of the Administrative Agent (in such capacity) is obtained,
such consent not to be unreasonably withheld.

            (b) In the event that the Borrower and one or more of the Lenders
      (or other financial institutions which may elect to participate with the
      consent of the Administrative Agent, such consent not to be unreasonably
      withheld) shall agree, in accordance with clause (a) of this Section 2.8,
      upon such an increase in the aggregate Loan Commitment Amount, the
      Borrower, the Administrative Agent and each financial institution in
      question shall enter into a Commitment Increase Supplement setting forth
      the amounts of the increase in the Loan Commitment Amount (and the
      increase in the Commitment of each such financial institution party
      thereto) and providing that the additional financial institutions
      participating shall be deemed to be included as Lenders for all purposes
      of this Agreement. Upon the execution and delivery of such Commitment
      Increase Supplement as provided above, and upon satisfaction of such other
      conditions as the Administrative Agent may specify (including the delivery
      of certificates and legal opinions on behalf of the Borrower relating to
      the amendment and, if requested, new Notes), this Agreement shall be
      deemed to be amended accordingly.

            (c) No Lender shall have any obligation to increase its Commitment
      in the event of such a request by the Borrower hereunder.


                                      45-
<PAGE>   53
                                  ARTICLE III

                  REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

      SECTION 3.1. Repayments and Prepayments. Repayments and prepayments of
Loans shall be made as set forth in this Section 3.1. Each repayment or
prepayment of any Loan made pursuant to this Section 3.1 shall be without
premium or penalty, except as may be required by Section 4.4. No voluntary
prepayment of principal of any Revolving Loans or Swing Line Loans shall cause a
reduction in the Loan Commitment Amount or the Swing Line Loan Commitment
Amount, as the case may be.

      SECTION 3.1.1. Final Maturity. The Borrower shall repay in full the entire
unpaid principal amount of each Revolving Loan and Swing Line Loan upon the
Stated Maturity Date therefor, and each Competitive Bid Loan upon the
Competitive Bid Loan Maturity Date therefor.

      SECTION 3.1.2. Voluntary Prepayments. (a) From time to time on any
Business Day, the Borrower may make a voluntary prepayment, in whole or in part,
of the outstanding principal amount of any

            (i)  Loans (other than Swing Line Loans), provided, however, that

                        (A) any such prepayment of Revolving Loans shall be made
                  pro rata among Revolving Loans of the same type and, if
                  applicable, having the same Interest Period of all Lenders;

                        (B) no such prepayment of any LIBO Rate Loan or a
                  Competitive Bid Loan may be made on any day other than the
                  last day of the Interest Period for such Loan, unless the
                  Borrower shall have given the Administrative Agent at least
                  two (but no more than five) Business Days' notice, and has
                  paid any costs required pursuant to Section 4.4;

                        (C) all such voluntary prepayments shall require at
                  least one but no more than five Business Days' prior written
                  notice to the Administrative Agent, which shall promptly
                  notify the Lenders; and

                        (D) all such voluntary partial prepayments shall be in
                  an aggregate minimum amount of $10,000,000 and an integral
                  multiple of $500,000; and

            (ii)  Swing Line Loans, provided that

                        (A) all such voluntary prepayments shall require prior
                  telephonic notice to Scotiabank on or before 1:00 p.m., New
                  York City time, on the


                                      46-
<PAGE>   54
                  day of such prepayment (such notice to be confirmed in writing
                  within 24 hours thereafter); and

                        (B) all such voluntary partial prepayments shall be in
                  an aggregate minimum amount of $1,000,000 and an integral
                  multiple of $250,000.

      SECTION 3.1.3. Mandatory Prepayments. On each date when (a) the sum of (i)
the aggregate outstanding principal amount of all outstanding Loans (after
giving effect to the use of proceeds of any Borrowing made on such date) and
(ii) Letter of Credit Outstandings exceeds the Loan Commitment Amount, as it may
have been reduced pursuant to Section 2.2 or 2.7.2 or increased pursuant to
Section 2.8, the Borrower shall make a mandatory prepayment of all Loans equal
to the excess, if any, of the amount of such sum over the Loan Commitment Amount
and (b) a Lender or Lenders make a Competitive Bid Loan or a Revolving Loan, the
Borrower shall prepay the aggregate principal amount of all Swing Line Loans
then outstanding.

      SECTION 3.1.4. Acceleration of Stated Maturity Date. Immediately upon any
acceleration of the Stated Maturity Date of any Loans pursuant to Section 8.2 or
Section 8.3, the Borrower shall repay all Loans to the full extent of such
acceleration.

      SECTION 3.2. Interest Provisions. Interest on the outstanding principal
amount of Loans shall accrue and be payable in accordance with this Section 3.2.

      SECTION 3.2.1. Rates. Pursuant to an appropriately delivered Borrowing
Request or Continuation/Conversion Notice, the Borrower may elect that Loans
comprising a Borrowing accrue interest at any of the following rates per annum:

            (i) On that portion of such Borrowing maintained as Base Rate Loans,
      such rate shall be equal to the Alternate Base Rate from time to time in
      effect;

            (ii) On that portion of such Borrowing maintained as LIBO Rate
      Loans, during each Interest Period applicable thereto, such rate shall be
      equal to the sum of the LIBO Rate (Reserve Adjusted) for such Interest
      Period plus the Applicable LIBO Rate Margin; and

            (iii) On that portion of such Borrowing maintained as Competitive
      Bid Loans, equal to the applicable Competitive Bid Rate specified by the
      Lender making such Competitive Bid Loan in its Competitive Bid Loan Offer
      with respect thereto delivered by such Lender and accepted by the Borrower
      pursuant to Section 2.4.

      The "LIBO Rate (Reserve Adjusted)" means, relative to any Loan to be made,
continued or maintained as, or converted into, a LIBO Rate Loan for any Interest
Period, a rate per annum (rounded upwards, if necessary, to the nearest 1/16 of
1%) determined pursuant to the following formula:


                                      47-
<PAGE>   55
            LIBO Rate           =             LIBO Rate
       (Reserve Adjusted)           -------------------------------
                                    1.00 - LIBOR Reserve Percentage

      The LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO Rate
Loans will be determined by the Administrative Agent on the basis of the LIBOR
Reserve Percentage in effect on, and the applicable rate determined by the
Administrative Agent two Business Days before the first day of such Interest
Period, subject, however, to the last sentence contained in the definition of
"LIBO Rate".

      "LIBO Rate" means, relative to any Interest Period, the rate of interest
equal to the (rounded upwards, if necessary, to the nearest 1/16 of 1%) rate per
annum at which Dollar deposits in immediately available funds are offered to the
Administrative Agent's LIBOR Office in the London interbank market as at or
about 11:00 a.m. (London time), two Business Days prior to the beginning of such
Interest Period for delivery on the first day of such Interest Period, and in an
amount approximately equal to the amount of the Administrative Agent's LIBO Rate
Loan in the case of Revolving Loans, and, in the case of Competitive Bid Loans
based on a LIBOR Auction, determined as if the Administrative Agent were
participating in such Competitive Bid Loan in an amount equal to the
Administrative Agent's Percentage (in its capacity as a Lender) of the principal
amount of the Competitive Bid Loan being requested, and for a period
approximately equal to such Interest Period.

      "LIBOR Reserve Percentage" means, relative to any Interest Period for LIBO
Rate Loans, the reserve percentage (expressed as a decimal) equal to the average
maximum reserve requirements of the Lenders (without giving effect to the branch
or agency in which such Lender funds such Loans) (including all basic,
emergency, supplemental, marginal and other reserves and taking into account any
transitional adjustments or other scheduled changes in reserve requirements)
specified under regulations issued from time to time by the F.R.S. Board and
then applicable to assets or liabilities consisting of and including
"Eurocurrency Liabilities", as currently defined in Regulation D of the F.R.S.
Board, having a term approximately equal or comparable to such Interest Period.

      All LIBO Rate Loans and Competitive Bid Loans based on a LIBOR Auction
shall bear interest from and including the first day of the applicable Interest
Period to (but not including) the last day of such Interest Period at the
interest rate determined as applicable to such LIBO Rate Loan or Competitive Bid
Loan.

      SECTION 3.2.2. Post-Maturity Rates. After the date any principal amount of
any Loan or Reimbursement Obligation is due and payable (whether on the Stated
Maturity Date, upon acceleration or otherwise), or after any other monetary
Obligation of the Borrower shall have become due and payable, the Borrower shall
pay interest (after as well as before judgment) on such overdue amounts at a
rate per annum equal to the Alternate Base Rate plus a margin of 2%.


                                      48-
<PAGE>   56
      SECTION 3.2.3. Payment Dates. Interest accrued on each Loan shall be
payable, without duplication:

            (a)  on the Stated Maturity Date therefor;

            (b) other than in the case of Base Rate Borrowings, on the date of
      any payment or prepayment, in whole or in part, of principal outstanding
      on such Loan on the amount prepaid;

            (c) with respect to Base Rate Loans, on each Quarterly Payment Date
      occurring after the initial Borrowing hereunder;

            (d) with respect to Competitive Bid Loans based on an Absolute Rate,
      on each Competitive Bid Loan Maturity Date and, with respect to
      Competitive Bid Loans based on an Absolute Rate with a Competitive Bid
      Loan Maturity Date in excess of three months, on each Quarterly Payment
      Date occurring after the making of such Loan;

            (e) with respect to LIBO Rate Loans and Competitive Bid Loans based
      on a LIBOR Auction, the last day of each applicable Interest Period (and,
      if such Interest Period shall exceed three months, on each three month
      anniversary of such Interest Period);

            (f) with respect to any Base Rate Loans converted into LIBO Rate
      Loans on a day when interest would not otherwise have been payable
      pursuant to clause (c), on the date of such conversion; and

            (g) on that portion of any Loans the Stated Maturity Date of which
      is accelerated pursuant to Section 8.2 or Section 8.3, immediately upon
      such acceleration.

Interest accrued on Loans or other monetary Obligations, including Reimbursement
Obligations, arising under this Agreement or any other Loan Document after the
date such amount is due and payable (whether on the Stated Maturity Date, upon
acceleration or otherwise) shall be payable upon demand.

      SECTION 3.3. Fees. The Borrower agrees to pay the fees set forth in this
Section 3.3. All such fees shall be non-refundable.

      SECTION 3.3.1. Facility Fee. The Borrower agrees to pay to the
Administrative Agent for the pro rata account of each Lender, an ongoing
facility fee equal to the Applicable Facility Fee of the Loan Commitment Amount
(regardless of usage), as it may be reduced pursuant to Section 2.2 or 2.7.2 and
as it may be increased pursuant to Section 2.8, such fee to accrue for the
period commencing on the Effective Date to but excluding the Loan Commitment
Termination Date (including any period thereof when any availability under the
Commitment is suspended by


                                      49-
<PAGE>   57
reason of the Borrower's inability to satisfy any condition of Article V). Such
facility fees shall be payable by the Borrower in arrears on each Quarterly
Payment Date, commencing with the second such day following the Effective Date,
and on the Commitment Termination Date.

      SECTION 3.3.2. Letter of Credit Fee. The Borrower agrees to pay (x) to the
Administrative Agent, for the pro rata account of the Issuer and each other
Lender, a Letter of Credit fee in an amount equal to the Applicable LIBO Rate
Margin of the Stated Amount of each Letter of Credit, and (y) to the Issuer, for
its own account, an issuing fee at the rate of 0.125% per annum of such Stated
Amount and the Issuer's other customary administrative and issuance costs and
expenses, such amounts to be payable quarterly in arrears on each Quarterly
Payment Date following the issuance of such Letter of Credit until the
expiration date of such Letter of Credit, and on such expiration date.

      SECTION 3.3.3. Administrative Agents' Fee. The Borrower agrees to pay to
the Administrative Agent, for the Administrative Agent's own account, those
fees, in the amounts and on the dates, set forth in the Fee Letter.

      SECTION 3.3.4. Certain Other Fees. The Borrower agrees to pay to the
Administrative Agent the up-front fees in the amounts and payable as agreed upon
by the Borrower and the Administrative Agent, and, as set forth in the Fee
Letter, the Administrative Agent agrees to pay to each Lender the up-front fee
previously agreed to between the Administrative Agent and each Lender.


                                   ARTICLE IV

                     CERTAIN LIBO RATE AND OTHER PROVISIONS

      SECTION 4.1. LIBO Rate Lending Unlawful. If any Lender shall determine
(which determination, upon notice thereof to the Administrative Agent (which
notice the Administrative Agent agrees it will as promptly as practicable
forward to the Borrower), absent manifest error, shall be prima facie evidence
of the facts stated therein) that the introduction of or any change in or in the
interpretation of any law makes it unlawful, or any central bank or other
governmental authority asserts that it is unlawful, for such Lender to make,
continue or maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan,
or to make or maintain any Competitive Bid Loan based on a LIBOR Auction, the
obligations of such Lender to make, continue, maintain or convert any such Loans
shall, upon such determination, forthwith be suspended until such Lender shall
notify the Administrative Agent that the circumstances causing such suspension
no longer exist (which notification such Lender agrees to give as promptly as
practicable when such circumstances no longer exist), and all LIBO Rate Loans of
such Lender shall automatically convert into Base Rate Loans at the end of the
then current Interest Periods with respect thereto or sooner, if required by
such law or assertion. If any Lender shall make such determination with respect
to the making or maintaining a Competitive Bid Loan based on a LIBOR Auction and


                                      50-
<PAGE>   58
such Competitive Bid Loan is required by law or assertion to be prepaid on a
date prior to the end of the Interest Period therefor, then the Borrower shall
prepay such Competitive Bid Loan on such date.

      SECTION 4.2. Deposits Unavailable. If the Administrative Agent shall have
determined that

            (a) Dollar deposits in the relevant amount and for the relevant
      Interest Period are not available to the Administrative Agent (in its
      individual capacity) in its relevant market; or

            (b) by reason of circumstances affecting the Administrative Agent
      (in its individual capacity) or the relevant market, adequate means do not
      exist for ascertaining the interest rate applicable hereunder to LIBO Rate
      Loans or Competitive Bid Loans based on a LIBOR Auction,

then, upon notice from the Administrative Agent to the Borrower and the Lenders,
the obligations of all Lenders under Section 2.3.1 and Section 2.3.2 to make or
continue upon the expiration of the then applicable Interest Period any Loans
as, or to convert any Loans into, LIBO Rate Loans or the right of the Borrower
to solicit any Competitive Bid Loans based on a LIBOR Auction shall forthwith be
suspended until the Administrative Agent shall notify the Borrower and the
Lenders that the circumstances causing such suspension no longer exist, which
notice the Administrative Agent shall give as promptly as practicable when such
circumstances no longer exist.

      SECTION 4.3. Increased LIBO Rate Loan Costs, etc. The Borrower agrees to
reimburse each Lender for any increase in the cost to such Lender of, or any
reduction in the amount of any sum receivable by such Lender in respect of,
making, continuing or maintaining (or of its obligation to make, continue or
maintain) any Loans as, or of converting (or of its obligation to convert) any
Revolving Loans into, LIBO Rate Loans or Competitive Bid Loans based on LIBOR
Auctions. Such Lender shall promptly notify the Administrative Agent in writing
(which notice the Administrative Agent agrees it will as promptly as practicable
forward to the Borrower) of the occurrence of any such event, such notice to
state, in reasonable detail, the reasons therefor and the additional amount
required fully to compensate such Lender for such increased cost or reduced
amount. Such additional amounts shall be payable by the Borrower directly to
such Lender within five days of its receipt of such notice, and such notice
shall, in the absence of manifest error, be prima facie evidence of the matters
stated therein. If the Borrower is requested to pay increased costs by any
Lender (the "Affected LIBO Lender") pursuant to this Section 4.3, the Borrower
may, by telephonic notice (promptly confirmed in writing) to the Administrative
Agent (which shall give prompt notice thereof to the Affected LIBO Lender),

            (a) as to any outstanding LIBO Rate Loans of such Affected LIBO
      Lender, prepay such Loan in full, without premium or penalty (other than
      as may be provided in


                                      51-
<PAGE>   59
      Section 4.4), but with such increased costs as well as any accrued
      interest to the date of such prepayment on the principal amount prepaid,
      without simultaneously making a prepayment of the Loans of each other
      Lender and simultaneously borrow a Base Rate Loan in an equal principal
      amount (without the necessity that the conditions set forth in Section 5.2
      are met), and

            (b) with respect to any Borrowing Request or Continuation/Conversion
      Notice, request such Affected LIBO Lender (i) to make the LIBO Rate Loan
      then or thereafter subject to a Borrowing Request as a Base Rate Loan, or
      (ii) to maintain the outstanding Base Rate Loan or LIBO Rate Loan of such
      Lender then or thereafter the subject of a Continuation/Conversion Notice
      as a Base Rate Loan.

      SECTION 4.4. Funding Losses. In the event any Lender shall incur any loss
(excluding, in any event, lost profits) or expense (including any loss or
expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by such Lender to make, continue or maintain any portion of
the principal amount of any Loan as a LIBO Rate Loan or a Competitive Bid Loan
based on a LIBOR Auction, or to convert any portion of the principal amount of
any Revolving Loan into, a LIBO Rate Loan) as a result of

            (a) any repayment or prepayment of the principal amount of any LIBO
      Rate Loans or Competitive Bid Loans based on LIBOR Auctions or any
      conversion of a LIBO Rate Loan on a date other than the scheduled last day
      of the Interest Period applicable thereto, whether pursuant to Section 3.1
      or otherwise;

            (b) any Loans (i) not being made as, or (ii) being made as Loans
      other than as, LIBO Rate Loans or Competitive Bid Loans based on LIBOR
      Auctions, in each case, in accordance with the Revolving Loan Borrowing
      Request or Competitive Bid Loan Acceptance therefor, as the case may be;
      or

            (c) any Revolving Loans not being continued as, or converted into,
      LIBO Rate Loans in accordance with the Continuation/Conversion Notice
      therefor,

then, following the written notice of such Lender to the Administrative Agent
(which notice the Administrative Agent agrees it will as promptly as practicable
forward to the Borrower), the Borrower shall, within five days of its receipt
thereof, pay directly to such Lender such amount as will (in the reasonable
determination of such Lender) reimburse such Lender for such loss or expense.
Such written notice (which shall include calculations in reasonable detail)
shall, in the absence of manifest error, be prima facie evidence of the matters
stated therein.

      SECTION 4.5. Increased Capital Costs. If any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any court, central bank, regulator
or other governmental authority affects or would affect the amount of capital
required


                                      52-
<PAGE>   60
or expected to be maintained by any Lender or any Person controlling such Lender
(without duplication of any other amounts payable by the Borrower pursuant to
Section 3.2.1 or Article IV), and such Lender determines (in its sole and
absolute discretion) that the rate of return on its or such controlling Person's
capital as a consequence of its Commitment or the Loans made by or Letters of
Credit issued or participated in by such Lender is reduced to a level below that
which such Lender or such controlling Person could have achieved but for the
occurrence of any such circumstance, then, in any such case upon notice from
time to time by such Lender to the Administrative Agent (which notice the
Administrative Agent agrees it will as promptly as practicable forward to the
Borrower), the Borrower shall promptly, and in any event within five days of its
receipt of such notice, pay directly to such Lender additional amounts
sufficient to compensate such Lender or such controlling Person for such
reduction in rate of return. A statement of such Lender as to any such
additional amount or amounts (including calculations thereof in reasonable
detail) shall, in the absence of manifest error, be prima facie evidence of the
matters stated therein. In determining such amount, such Lender may use any
method of averaging and attribution that it (in its sole and absolute
discretion) shall deem applicable.

      SECTION 4.6. Taxes. All payments by the Borrower of principal of, and
interest on, the Loans and all other amounts payable hereunder (including in
respect of fees and Reimbursement Obligations) shall be made free and clear of
and without deduction for any present or future income, excise, stamp or
franchise taxes and other taxes, fees, duties, withholdings or other charges of
any nature whatsoever imposed by any taxing authority, but excluding franchise
taxes and taxes imposed on or measured by any Lender's net income or receipts
imposed by the jurisdiction of incorporation or organization of such Lender or
the jurisdiction where such Lender has its Domestic Office or LIBOR Office (such
non-excluded items being called "Taxes"). In the event that any withholding or
deduction from any payment to be made by the Borrower hereunder is required in
respect of any Taxes pursuant to any applicable law, rule or regulation, then
the Borrower will

            (a) pay directly to the relevant authority the full amount required
      to be so withheld or deducted;

            (b) promptly forward to the Administrative Agent an official receipt
      or other documentation satisfactory to the Administrative Agent evidencing
      such payment to such authority; and

            (c) pay to the Administrative Agent for the account of the Lenders
      such additional amount or amounts as is necessary to ensure that the net
      amount actually received by each Lender will equal the full amount such
      Lender would have received had no such withholding or deduction been
      required.

Moreover, if the Administrative Agent or any Lender is obligated to pay any
Taxes with respect to any payment received by the Administrative Agent or such
Lender hereunder, the Administrative Agent or such Lender may pay such Taxes and
the Borrower will promptly pay


                                      53-
<PAGE>   61
such additional amounts as is necessary in order that the net amount received by
such Person after the payment of such Taxes (including any Taxes on such
additional amount) shall equal the amount such Person would have received had
such Taxes not been asserted.

      If the Borrower fails to pay any Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent, for the account of the
respective Lenders, the required receipts or other required documentary
evidence, the Borrower shall indemnify the Lenders for any incremental Taxes,
interest or penalties that may become payable by any Lender as a result of any
such failure. For purposes of this Section 4.6, a distribution hereunder by the
Administrative Agent or any Lender to or for the account of any Lender shall be
deemed a payment by the Borrower.

      Each Lender that is not a United States person (as such term is defined in
Section 7701(a)(30) of the Code) for U.S. Federal Income Tax purposes agrees to
deliver to the Borrower and the Administrative Agent on or prior to the
Effective Date, or in the case of a Lender that is an assignee or transferee of
an interest under this Agreement pursuant to Section 10.11.1 (unless the
respective Lender was already a Lender hereunder immediately prior to such
assignment or transfer), on the date of such assignment or transfer to such
Lender, (i) two accurate and complete original signed copies of Internal Revenue
Service Form 4224 or 1001 (or successor forms) certifying to such Lender's
entitlement to a complete exemption from United States withholding tax with
respect to payments to be made under this Agreement and under any Note, or (ii)
if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the
Code and cannot deliver either Internal Revenue Service Form 1001 or 4224
pursuant to clause (i) above, (x) a certificate of a duly authorized officer of
such Lender to the effect that such Lender is not (I) a "bank" within the
meaning of Section 881(c)(3)(A) of the Code, (II) a "10 percent shareholder" of
the Borrower within the meaning of Section 881(c)(3)(B) of the Code or (III) a
controlled foreign corporation receiving interest from a related person within
the meaning of Section 881(c)(3)(C) of the Code (any such certificate, a
"Section 4.6 Certificate") and (y) two accurate and complete original signed
copies of Internal Revenue Service Form W-8 (or successor form) certifying to
such Lender's entitlement to a complete exemption from United States withholding
tax with respect to payments of interest to be made under this Agreement and
under any Note. In addition, each Lender agrees that from time to time after the
Effective Date, when a lapse in time or change in circumstances renders the
previous certification obsolete or inaccurate in any material respect, it will
(to the extent it remains legally entitled to do so) deliver to the Borrower and
the Administrative Agent two new accurate and complete original signed copies of
Internal Revenue Service Form 4224 or 1001, or Form W-8 and a Section 4.6
Certificate, as the case may be, and such other forms as may reasonably be
required in order to confirm or establish the entitlement of such Lender to a
continued exemption from or reduction in United States withholding tax with
respect to payments under this Agreement and any Note. Notwithstanding anything
to the contrary contained in this Section, but subject to Section 10.11.1 and
the immediately succeeding sentence, (x) the Borrower shall be entitled, to the
extent it is required to do so by law, to deduct or withhold income or similar
taxes imposed by the United States (or any political subdivision or taxing
authority thereof or therein) from interest, Fees or


                                      54-
<PAGE>   62
other amounts payable hereunder for the account of any Lender which is not a
United States person (as such term is defined in Section 7701(a)(30) of the
Code) for U.S. Federal income tax purposes to the extent that such Lender has
not provided to the Borrower U.S. Internal Revenue Service Forms that establish
a complete exemption from such deduction or withholding and (y) the Borrower
shall not be obligated pursuant to this Section to gross-up payments to be made
to a Lender in respect of income or similar taxes imposed by the United States
(I) if such Lender has not provided to the Borrower the Internal Revenue service
Forms required to be provided to the Borrower pursuant to this Section or (II)
in the case of a payment, other than interest, to a Lender described in clause
(ii) above, to the extent that such Forms do not establish a complete exemption
from withholding of such taxes. Notwithstanding anything to the contrary
contained in the preceding sentence or elsewhere in this Section and except as
set forth in Section 10.11.1, the Borrower agrees to pay additional amounts and
to indemnify each Lender in the manner set forth in this Section (without regard
to the identity of the jurisdiction requiring the deduction or withholding) in
respect of any Taxes deducted or withheld by it as described in the immediately
preceding sentence as a result of any changes after the Effective Date (or, if
later, the date such Lender became party to this Agreement) in any applicable
law, treaty, governmental rule, regulation, guideline or order, or in the
interpretation thereof, relating to the deducting or withholding of such Taxes.

      If the Borrower pays any additional amount under this Section to a Lender
and such Lender determines in its sole discretion that it has actually received
any refund of the Taxes with respect to which such additional amount was paid,
such Lender shall pay to the Borrower an amount that the Lender shall, in its
sole discretion, determine is equal to the amount of such refund.

      SECTION 4.7. Payments, Computations, etc. Unless otherwise expressly
provided, all payments by the Borrower pursuant to this Agreement, the Notes,
each Letter of Credit or any other Loan Document shall be made by the Borrower
to the Administrative Agent for the pro rata account of the Lenders entitled to
receive such payment. All such payments required to be made to the
Administrative Agent shall be made, without setoff, deduction or counterclaim,
not later than 1:00 p.m. (New York City time), on the date due, in immediately
available funds, to such account as the Administrative Agent shall specify from
time to time by notice to the Borrower. Funds received after that time shall be
deemed to have been received by the Administrative Agent on the next succeeding
Business Day. The Administrative Agent shall promptly remit in same day funds to
each Lender its share, if any, of such payments received by the Administrative
Agent for the account of such Lender. All interest and fees shall be computed on
the basis of the actual number of days (including the first day but excluding
the last day) occurring during the period for which such interest or fee is
payable over a year comprised of 360 days (or, in the case of interest on a Base
Rate Loan, 365 days or, if appropriate, 366 days). Whenever any payment to be
made shall otherwise be due on a day which is not a Business Day, such payment
shall (except as otherwise required by clause (a)(i) of the definition of the
term "Interest Period" with respect to LIBO Rate Loans and clause (a)(ii) of the
definition of "Interest Period" with respect to Competitive Bid Loans based on
the LIBOR Auction) be made on the next succeeding


                                      55-
<PAGE>   63
Business Day and such extension of time shall be included in computing interest
and fees, if any, in connection with such payment.

      SECTION 4.8. Sharing of Payments. If any Lender shall obtain any payment
or other recovery (whether voluntary, involuntary, by application of setoff or
otherwise) on account of any Loan or Reimbursement Obligation (other than
pursuant to the terms of Sections 4.3, 4.4, 4.5, 4.6 and 10.3) in excess of its
pro rata share of payments then or therewith obtained by all Lenders, such
Lender shall purchase from the other Lenders such participations in Credit
Extensions made by them as shall be necessary to cause such purchasing Lender to
share the excess payment or other recovery ratably with each of them; provided,
however, that if all or any portion of the excess payment or other recovery is
thereafter recovered from such purchasing Lender, the purchase shall be
rescinded and each Lender which has sold a participation to the purchasing
Lender shall repay to the purchasing Lender the purchase price to the ratable
extent of such recovery together with an amount equal to such selling Lender's
ratable share (according to the proportion of

            (a) the amount of such selling Lender's required repayment to the
      purchasing Lender

      to

            (b) the total amount so recovered from the purchasing Lender)

of any interest or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered. The Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section 4.8 may,
to the fullest extent permitted by law, exercise all its rights of payment
(including pursuant to Section 4.9) with respect to such participation as fully
as if such Lender were the direct creditor of the Borrower in the amount of such
participation. If under any applicable bankruptcy, insolvency or other similar
law, any Lender receives a secured claim in lieu of a setoff to which this
Section 4.8 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 4.8 to share in the benefits of any
recovery on such secured claim.

      SECTION 4.9. Setoff. Each Lender shall, upon the occurrence of any Default
described in clauses (a) through (d) of Section 8.1.9 or, with the consent of
the Required Lenders, upon the occurrence of any other Event of Default, have
the right to appropriate and apply to the payment of the Obligations owing to it
(whether or not then due) any and all balances, credits, deposits, accounts or
moneys of the Borrower then or thereafter maintained with such Lender; provided,
however, that any such appropriation and application shall be subject to the
provisions of Section 4.8. Each Lender agrees promptly to notify the Borrower
and the Administrative Agent after any such setoff and application made by such
Lender; provided, however, that the failure to give such notice shall not affect
the validity of such setoff and application. The rights of each Lender


                                      56-
<PAGE>   64
under this Section 4.9 are in addition to other rights and remedies (including
other rights of setoff under applicable law or otherwise) which such Lender may
have.

      SECTION 4.10. Use of Proceeds. The Borrower shall apply the proceeds of
the Credit Extensions to refinance and repay in full the indebtedness described
in Item 5.1.3 ("Indebtedness to be Paid or Replaced") of the Disclosure
Schedule, to deem the Existing Letters of Credit to be Letters of Credit
hereunder and for the general corporate purposes of the Borrower and its
Restricted Subsidiaries; without limiting the foregoing, no proceeds of any Loan
will be used and no Letter of Credit will be requested or issued in violation of
F.R.S. Board Regulation U.

      SECTION 4.11. Replacement of Lenders. Each Lender hereby severally agrees
that if such Lender (a "Subject Lender") makes a demand upon the Borrower for
(or if the Borrower is otherwise required to pay) amounts pursuant to Section
4.3, Section 4.5 or Section 4.6 or such Lender delivers a notice pursuant to
Section 4.1, the Borrower may, within 90 days of receipt by the Borrower of such
demand (or the occurrence of such other event causing the Borrower to be
required to pay such compensation) give notice (a "Replacement Notice") in
writing to the Administrative Agent and such Lender of its intention to replace
such Lender with a financial institution designated in such Replacement Notice.
If the Administrative Agent shall, in the exercise of its reasonable discretion
and within 30 days of its receipt of such Replacement Notice, notify the
Borrower and such Subject Lender in writing that the designated financial
institution is satisfactory to the Administrative Agent, then such Lender shall,
so long as no Default shall have occurred and be continuing, assign, in
accordance with Section 10.11.1, all of its Commitments, Loans, Notes and other
rights and obligations under this Agreement and all other Loan Documents
(including, without limitation, Reimbursement Obligations) to such designated
financial institution; provided, however, that (i) such assignment shall be
without recourse, representation or warranty and shall be on terms and
conditions reasonably satisfactory to such Lender and such designated financial
institution and (ii) the purchase price paid by such designated financial
institution shall be in the amount of such Lender's Loans and its Percentage of
outstanding Reimbursement Obligations, together with all accrued and unpaid
interest and fees in respect thereof, plus all other amounts (including the
amounts demanded and unreimbursed under Section 4.3, 4.5 or 4.6, as the case may
be), owing to the Subject Lender hereunder. Upon the effective date of such
Assignment, the Borrower shall issue a replacement Note or Notes, as the case
may be, to such designated financial institution and such institution shall
become a "Lender" for all purposes under this Agreement and the other Loan
Documents. The Administrative Agent agrees to use all commercially reasonable
efforts to assist the Borrower in locating a replacement financial institution
to replace any Subject Lender; provided, however, that the Borrower agrees to
pay all reasonable costs and expenses (and the fee payable to the Administrative
Agent pursuant to Section 10.11.1) incurred by the Administrative Agent in
providing such assistance.


                                      57-
<PAGE>   65
                                    ARTICLE V

                         CONDITIONS TO CREDIT EXTENSIONS

      SECTION 5.1. Initial Credit Extension. The obligations of the Lenders to
fund the initial Borrowing and of the Issuer to issue Letters of Credit shall be
subject to the prior or concurrent satisfaction of each of the conditions
precedent set forth in this Section 5.1.

      SECTION 5.1.1. Resolutions, etc. The Administrative Agent shall have
received from the Borrower a certificate, dated the date of the initial Credit
Extension, of its Secretary or Assistant Secretary as to

            (a) resolutions of its Board of Directors then in full force and
      effect authorizing the execution, delivery and performance of this
      Agreement, the Notes and each other Loan Document to be executed by it;

            (b) true and complete copies of the Borrower's Organic Documents;
      and

            (c) the incumbency and signatures of those of its officers
      authorized to act with respect to this Agreement, the Notes and each other
      Loan Document executed by it,

upon which certificate each Lender may conclusively rely until it shall have
received a further certificate of the Secretary of the Borrower canceling or
amending such prior certificate.

      SECTION 5.1.2. Delivery of Notes. The Administrative Agent shall have
received (i) for the account of each Lender, such Lender's Revolving Notes and
its Competitive Bid Loan Notes, and (ii) for the account of the Swing Line
Lender, the Swing Line Note, in each case, duly executed and delivered by the
Borrower.

      SECTION 5.1.3. Payment of Outstanding Indebtedness, etc. All indebtedness
identified in Item 5.1.3 ("Indebtedness to be Paid or Replaced") of the
Disclosure Schedule, together with all interest, all prepayment premiums and
other amounts due and payable with respect thereto, shall have been paid in full
(including, to the extent necessary, from proceeds of the initial Credit
Extension) and all commitments thereunder shall have been terminated, and
evidence thereof shall have been delivered to the Administrative Agent; and all
Liens (if any) securing payment of any such indebtedness shall have been
released and the Administrative Agent shall have received all Uniform Commercial
Code Form UCC-3 termination statements or other instruments as may be suitable
or appropriate in connection therewith.

      SECTION 5.1.4. Opinions of Counsel. The Administrative Agent shall have
received opinions, dated the date of the initial Credit Extension and addressed
to the Administrative Agent and all Lenders, from


                                      58-
<PAGE>   66
            (a) Paul E. Dixon, Vice President and General Counsel of the
      Borrower, substantially in the form of Exhibit H hereto (and the Borrower
      hereby expressly instructs such counsel to deliver such opinion to the
      Administrative Agent and the Lenders); and

            (b) Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the
      Borrower, substantially in the form of Exhibit I hereto (and the Borrower
      hereby expressly instructs such counsel to deliver such opinion to the
      Lenders).

      SECTION 5.1.5. Closing Fees, Expenses, etc. The Administrative Agent shall
have received for its own account, or for the account of each Lender, as the
case may be, all fees, costs and expenses due and payable pursuant to Sections
3.3 and 10.3, if then invoiced.

      SECTION 5.1.6. Compliance Certificate. The Administrative Agent shall have
received, with counterparts for each Lender, an initial Compliance Certificate
with respect to the computations of the applicable covenants as at June 30,
1997, dated the date of the initial Credit Extension, duly executed (and with
all schedules thereto duly completed) and delivered by a Senior Financial
Officer that is an Authorized Officer of the Borrower.

      SECTION 5.1.7. Litigation. The Administrative Agent shall be satisfied in
all respects that there exists no actions, suits or proceedings pending or
threatened against or affecting the Borrower or any of its Subsidiaries or any
Property of the Borrower or any of its Subsidiaries 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.

      SECTION 5.1.8. Material Adverse Change. The Administrative Agent and the
Lenders shall be satisfied that there has been no material adverse change in the
property, assets, financial condition, operations or business of the Borrower
and its Subsidiaries, taken as a whole, since December 31, 1996.

      SECTION 5.2. All Credit Extensions. The obligation of each Lender and the
Issuer to fund any Loan or to issue any Letter of Credit on the occasion of any
Borrowing and issuance of any Letter of Credit, as the case may be (including
the initial Credit Extension) shall be subject to the satisfaction of each of
the conditions precedent set forth in this Section 5.2.

      SECTION 5.2.1. Compliance with Warranties, No Default, etc. Both before
and after giving effect to any Credit Extension (but, if any Default of the
nature referred to in Section 8.1.5 shall have occurred with respect to any
Debt, without giving effect to any application, directly or indirectly, of the
proceeds thereof to cure such Default) the following statements shall be true
and correct


                                      59-
<PAGE>   67
            (a) the representations and warranties set forth in Article VI
      (excluding, however, those contained in Section 6.7 for any Credit
      Extension occurring after the initial Borrowing hereunder) shall be true
      and correct in all material respects with the same effect as if then made
      (unless stated to relate solely to an earlier date, in which case such
      representations and warranties shall be true and correct as of such
      earlier date);

            (b) except as disclosed by the Borrower to the Administrative Agent
      and the Lenders pursuant to Section 6.7 or Section 6.12

                  (i) no litigation, arbitration or governmental investigation
            or proceeding shall be pending or, to the knowledge of the Borrower,
            threatened against the Borrower or any of its Subsidiaries which may
            reasonably be expected to have a Material Adverse Effect; and

                  (ii) no development shall have occurred in any litigation,
            arbitration or governmental investigation or proceeding disclosed
            pursuant to Section 6.7 or Section 6.12 which may reasonably be
            expected to have a Material Adverse Effect;

            (c) the sum of (x) the aggregate outstanding principal amount of all
      Loans and, without duplication, (y) all Letter of Credit Outstandings does
      not exceed the Loan Commitment Amount; and

            (d) no Default shall have then occurred and be continuing, and
      neither the Borrower nor any of its Subsidiaries are in material violation
      of any law or governmental regulation or court order or decree the
      violation of which would have a Material Adverse Effect.

      SECTION 5.2.2. Credit Extension Request. The Administrative Agent shall
have received a Borrowing Request, if Loans are being requested, or an Issuance
Request, if the Borrower is requesting that a Letter of Credit be issued or
extended, for such Credit Extension. Each of the delivery of a Borrowing Request
or Issuance Request, as the case may be, and the acceptance by the Borrower of
the proceeds or the receipt of the benefit of such Credit Extension shall
constitute a representation and warranty by the Borrower that on the date of
such Credit Extension (both immediately before and after giving effect to such
Credit Extension and the application of the proceeds thereof) the statements
made in Section 5.2.1 are true and correct.

      SECTION 5.2.3. Satisfactory Legal Form. All documents executed or
submitted pursuant hereto by or on behalf of the Borrower or any of its
Subsidiaries in connection with such Credit Extension shall be satisfactory in
form and substance to the Administrative Agent and its counsel; the
Administrative Agent and its counsel shall have received all information,
approvals, opinions, documents or instruments as the Administrative Agent or its
counsel may reasonably request.


                                      60-
<PAGE>   68
                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

      In order to induce the Lenders, the Issuer and the Administrative Agent to
enter into this Agreement and to make Credit Extensions hereunder, the Borrower
represents and warrants to each such party as set forth in this Article VI.

      SECTION 6.1. Organization, etc. The Borrower and each of its Subsidiaries
is a corporation or partnership validly organized and existing and in good
standing under the laws of the State of its incorporation or organization, is
duly qualified to do business and is in good standing as a foreign corporation
or partnership in each jurisdiction where the nature of its business requires it
to be so qualified except where such failure would not, singly or in the
aggregate, have a Material Adverse Effect, and has full power and authority and
holds all requisite governmental licenses, permits and other approvals to (i)
enter into and perform its Obligations under this Agreement, the Notes and each
other Loan Document and (ii) to own and hold under lease its property and to
conduct its business substantially as currently conducted by it, except for the
failure to hold such licenses, permits or other approvals which such failure
would not, singly or in the aggregate, have a Material Adverse Effect.

      SECTION 6.2. Due Authorization, Non-Contravention, etc. The execution,
delivery and performance by the Borrower of this Agreement, the Notes and each
other Loan Document executed or to be executed by it, are within the Borrower's
corporate powers, have been duly authorized by all necessary corporate action,
and do not

            (a)  contravene the Borrower's Organic Documents;

            (b) contravene any contractual restriction, law or governmental
      regulation or court decree or order binding on or affecting the Borrower;
      or

            (c) result in, or require the creation or imposition of, any Lien on
      any of the Borrower's properties.

      SECTION 6.3. Government Approval, Regulation, etc. No authorization or
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body or other Person is required for the due execution,
delivery or performance by the Borrower of this Agreement, the Notes or any
other Loan Document. Neither the Borrower nor any of its Subsidiaries is an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended, or 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", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.


                                      61-
<PAGE>   69
      SECTION 6.4. Validity, etc. This Agreement constitutes, and the Notes and
each other Loan Document executed by the Borrower will, on the due execution and
delivery thereof, constitute, the legal, valid and binding obligations of the
Borrower enforceable in accordance with their respective terms, except that the
enforceability thereof may be subject to applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
and the effect of general principles of equity.

      SECTION 6.5. Financial Information. The balance sheets of the Borrower and
each of its Subsidiaries as at December 31, 1996, and June 30, 1997 and the
related statements of earnings and cash flow of the Borrower and each of its
Subsidiaries, copies of which have been furnished to the Administrative Agent
and each Lender, have been prepared in accordance with GAAP consistently
applied, and present fairly the consolidated financial condition of the
corporations covered thereby as at the dates thereof and the results of their
operations for the periods then ended.

      SECTION 6.6. No Material Adverse Change. Since the date of the financial
statements described in Section 6.5, there has been no material adverse change
in the financial condition, operations, assets, business or properties of the
Borrower and its Subsidiaries, taken as a whole.

      SECTION 6.7. Litigation, etc. (a) There is no pending or, to the knowledge
of the Borrower, threatened litigation, action or proceeding affecting the
Borrower or any of its Subsidiaries, or any of their respective properties,
businesses, assets or revenues, which may reasonably be expected to have a
Material Adverse Effect.

      (b) To the actual knowledge of any Responsible Officer, neither the
Borrower 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.

      SECTION 6.8. Subsidiaries. The Borrower has no Subsidiaries, except those
Subsidiaries

            (a) which are identified in Item 6.8 ("Existing Restricted
      Subsidiaries" and "Existing Unrestricted Subsidiaries") of the Disclosure
      Schedule; or

            (b) which are permitted to have been acquired or created in
      accordance with Section 7.2.5 or 7.2.10.

      SECTION 6.9. Ownership of Properties. The Borrower and each of its
Subsidiaries owns good and marketable title to, or a valid leasehold interest
in, all of its material real


                                      62-
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properties and personal property and other assets, tangible and intangible, of
any nature whatsoever (including patents, trademarks, trade names, service marks
and copyrights), free and clear of all Liens, charges or claims (including
infringement claims with respect to patents, trademarks, copyrights and the
like) except as permitted pursuant to Section 7.2.3 or disclosed pursuant to
Section 6.7.

      SECTION 6.10. Taxes. The Borrower and each of its Subsidiaries has filed
all tax returns and reports required by law to have been filed by it and has
paid all material taxes and governmental charges thereby shown to be owing,
except any such taxes or charges (whether or not material) which are not yet due
and payable or which are being diligently contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with GAAP shall have
been set aside on its books.

      SECTION 6.11. Pension and Welfare Plans. During the twelve-consecutive-
month period prior to the date of the execution and delivery of this Agreement
and prior to the date of any Credit Extension hereunder, no steps have been
taken to terminate any Pension Plan, and no contribution failure has occurred
with respect to any Pension Plan sufficient to give rise to a Lien under section
302(f) of ERISA. No condition exists or event or transaction has occurred with
respect to any Pension Plan which would reasonably be expected to result in the
incurrence by the Borrower or any member of the Controlled Group of any material
liability, fine or penalty. Except as disclosed in Item 6.11 ("Employee Benefit
Plans") of the Disclosure Schedule, neither the Borrower nor any member of the
Controlled Group has any material contingent liability with respect to any
post-retirement benefit under a Welfare Plan, other than liability for
continuation coverage described in Part 6 of Title I of ERISA.

      SECTION 6.12. Environmental Warranties. To the knowledge of the Borrower,
after all reasonable inquiry, except as set forth in Item 6.12 of the Disclosure
Schedule:

            (a) all facilities and property (including underlying groundwater)
      owned or leased by the Borrower or any of its Subsidiaries have been, and
      continue to be, owned or leased by the Borrower or the Borrower and its
      Subsidiaries in material compliance with all Environmental Laws except for
      such noncompliance, that singly or in the aggregate, does not have or may
      not reasonably be expected to have a Material Adverse Effect;

            (b) there have been no past, and there are no pending or threatened

                  (i) claims, complaints, notices or requests for information
            received by the Borrower or any of its Subsidiaries with respect to
            any alleged violation of any Environmental Law, or

                  (ii) complaints, notices or inquiries to the Borrower or any
            of its Subsidiaries regarding potential liability under any
            Environmental Law,


                                      63-
<PAGE>   71
      that, singly or in the aggregate, have, or may reasonably be expected to
      have, a Material Adverse Effect;

            (c) there have been no Releases of Hazardous Materials at, on or
      under any property now owned or leased or, to the knowledge of the
      Borrower, previously owned or leased, by the Borrower or any of its
      Subsidiaries that, singly or in the aggregate, have, or may reasonably be
      expected to have, a Material Adverse Effect;

            (d) the Borrower and its Subsidiaries have been issued and are in
      material compliance with all permits, certificates, approvals, licenses
      and other authorizations relating to environmental matters and necessary
      for their businesses except such permits, certificates, approvals,
      licenses and authorizations the absence of which will not, singly or in
      the aggregate, have or may reasonably be expected to have, a Material
      Adverse Effect;

            (e) neither the Borrower nor any Subsidiary of the Borrower has
      received notification that any property now or previously owned or leased
      by the Borrower or any of its Subsidiaries is listed or proposed for
      listing on the National Priorities List pursuant to CERCLA, on the CERCLIS
      or on any similar state list of sites requiring investigation or clean-up
      except for (i) as disclosed in Item 6.12 ("Environmental Warranties") of
      the Disclosure Schedule and (ii) such properties as disclosed by the
      Borrower to the Lenders pursuant to clause (b)(i) (B)(I) of Section 7.1.6
      and for which the Borrower's or such Subsidiaries' liability in respect
      thereof is not singly or in the aggregate, reasonably expected to have a
      Material Adverse Effect;

            (f) there is no liability related to offsite transport, treatment or
      disposal of Hazardous Material generated or handled by the Borrower or any
      of its Subsidiaries except for such liability that singly, or in the
      aggregate, which may not reasonably be expected to have a Material Adverse
      Effect;

            (g) there are no underground storage tanks, active or abandoned,
      including petroleum storage tanks, on or under any property now or, to the
      knowledge of the Borrower, previously, owned or leased by the Borrower or
      any of its Subsidiaries that, singly or in the aggregate, have, or may
      reasonably be expected to have, a Material Adverse Effect;

            (h) neither the Borrower nor any Subsidiary of the Borrower has
      directly transported or directly arranged for the transportation of any
      Hazardous Material to any location which is listed or proposed for listing
      on the National Priorities List pursuant to CERCLA, on the CERCLIS or on
      any similar state list or which is the subject of federal, state or local
      enforcement actions or other investigations which may lead to material
      claims against the Borrower or such Subsidiary thereof for any remedial
      work, damage to


                                      64-
<PAGE>   72
      natural resources or personal injury, including claims under CERCLA, which
      claims singly or in the aggregate, may reasonably be expected to have a
      Material Adverse Effect;

            (i) there are no polychlorinated biphenyls or friable asbestos
      present at any property now or previously, owned or leased by the Borrower
      or any Subsidiary of the Borrower that, singly or in the aggregate, have,
      or may reasonably be expected to have, a Material Adverse Effect; and

            (j) other than as stated above, no conditions exist at, on or under
      any property now or previously, owned or leased by the Borrower which,
      with the passage of time, or the giving of notice or both, would give rise
      to liability under any Environmental Law that, singly or in the aggregate,
      have or may reasonably be expected to have a Material Adverse Effect.

      SECTION 6.13. Regulations G, U and X. Neither the Borrower nor any
Subsidiary is engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock, and no proceeds of any Loan will be used
and no Letters of Credit will be requested or issued for a purpose which
violates, or would be inconsistent with, F.R.S. Board Regulation G, U or X.
Terms for which meanings are provided in F.R.S. Board Regulation G, U or X or
any regulations substituted therefor, as from time to time in effect, are used
in this Section 6.13 with such meanings.

      SECTION 6.14. Accuracy of Information. All factual information heretofore
or contemporaneously furnished by or on behalf of the Borrower in writing to the
Administrative Agent, the Issuer or any Lender for purposes of or in connection
with this Agreement or any transaction contemplated hereby is, and all other
such factual information hereafter furnished by or on behalf of the Borrower to
the Administrative Agent, the Issuer or any Lender will be, when taken as a
whole, true and accurate in every material respect on the date as of which such
information is dated or certified and, if heretofore delivered, as of the date
of execution and delivery of this Agreement by the Administrative Agent, the
Issuer and such Lender, and such information, when taken as a whole, is not, or
shall not be, as the case may be, incomplete by omitting to state any material
fact necessary to make such information not misleading.


                                   ARTICLE VII

                                    COVENANTS

      SECTION 7.1. Affirmative Covenants. The Borrower agrees with the Issuer,
the Administrative Agent and each Lender that, until all Letters of Credit have
been terminated or cash-collateralized or have expired, all Commitments have
terminated and all non-contingent monetary Obligations have been paid and
performed in full, the Borrower will perform the obligations set forth in this
Section 7.1.


                                      65-
<PAGE>   73
      SECTION 7.1.1. Financial Information, Reports, Notices, etc. The Borrower
will furnish, or will cause to be furnished, to each Lender, the Issuer and the
Administrative Agent copies of the following financial statements, reports,
notices and information:

            (a) as soon as available and in any event within 45 days after the
      end of each of the first three Fiscal Quarters of each Fiscal Year of the
      Borrower, (i) consolidated balance sheets of the Borrower and its
      Subsidiaries as of the end of such Fiscal Quarter and consolidated
      statements of income, changes in shareholders' equity and cash flows of
      the Borrower and its Subsidiaries for such Fiscal Quarter (in the case of
      the second and third Fiscal Quarters) and for the period commencing at the
      end of the previous Fiscal Year and ending with the end of such Fiscal
      Quarter, and (ii) consolidated balance sheets of the Borrower and its
      Restricted Subsidiaries as of the end of such Fiscal Quarter and
      consolidated statements of income, changes in shareholders' equity and
      cash flows of the Borrower and its Restricted Subsidiaries for such Fiscal
      Quarter (in the case of the second and third Fiscal Quarters) and for the
      period commencing at the end of the previous Fiscal Year and ending with
      the end of such Fiscal Quarter in each case, certified by the chief
      financial Authorized Officer of the Borrower;

            (b) as soon as available and in any event within 90 days after the
      end of each Fiscal Year of the Borrower, (i) a copy of the annual audit
      report for such Fiscal Year for the Borrower and its Subsidiaries,
      including therein consolidated balance sheets of the Borrower and its
      Subsidiaries as of the end of such Fiscal Year and consolidated statements
      of income, changes in shareholders' equity and cash flows of the Borrower
      and its Subsidiaries for such Fiscal Year, and (ii) consolidated balance
      sheets of the Borrower and its Restricted Subsidiaries as of the end of
      such Fiscal Year and consolidated statements of income, changes in
      shareholders' equity and cash flows of the Borrower and its Restricted
      Subsidiaries for such Fiscal Year, in each case certified (without any
      Impermissible Qualification) by KMPG Peat Marwick or other independent
      public accountants reasonably acceptable to the Administrative Agent and
      the Required Lenders;

            (c) as soon as available and in any event within 45 days after the
      end of each Fiscal Quarter (or 90 days in the case of the last Fiscal
      Quarter of a Fiscal Year), a completed Compliance Certificate containing a
      computation of, and showing compliance with, each of the financial ratios
      and restrictions contained in Section 7.2.4;

            (d) as soon as possible and in any event within five days after a
      Responsible Officer of the Borrower has knowledge thereof, the occurrence
      of each Default, a statement of the chief financial Authorized Officer
      setting forth details of such Default and the action which the Borrower
      has taken and proposes to take with respect thereto;

            (e) as soon as possible and in any event within three days after a
      Responsible Officer of the Borrower has knowledge thereof, (x) the
      occurrence of any material


                                      66-
<PAGE>   74
      adverse development with respect to any litigation, action or proceeding
      described in Section 6.7 or (y) the commencement of any litigation, action
      or proceeding, including any proceeding before any Governmental Authority
      or arbitration board which, if adversely determined, could reasonably be
      expected to have a Material Adverse Effect, notice thereof and copies of
      all documentation relating thereto;

            (f) promptly after the sending or filing thereof, copies of all
      reports which the Borrower sends to any of its security holders, and all
      reports and registration statements without exhibits incorporated by
      reference therein which the Borrower or any of its Subsidiaries files with
      the Securities and Exchange Commission or any national securities
      exchange;

            (g) immediately upon a Responsible Officer of the Borrower becoming
      aware of the institution of any steps by the Borrower or any other Person
      to terminate any Pension Plan, or the failure to make a required
      contribution to any Pension Plan if such failure is sufficient to give
      rise to a Lien under section 302(f) of ERISA, or the taking of any action
      with respect to a Pension Plan which could result in the requirement that
      the Borrower furnish a bond or other security to the PBGC or such Pension
      Plan, or the occurrence of any event with respect to any Pension Plan
      which could result in the incurrence by the Borrower of any material
      liability, fine or penalty, or any material increase in the contingent
      liability of the Borrower with respect to any post-retirement Welfare Plan
      benefit, notice thereof and copies of all documentation relating thereto;

            (h) promptly, and in any event within 30 days of a Responsible
      Officer of the Borrower's receipt thereof, copies of any notice to the
      Borrower 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

            (i) such other information respecting the condition or operations,
      financial or otherwise, of the Borrower or any of its Subsidiaries as any
      Lender through the Administrative Agent may from time to time reasonably
      request.

      SECTION 7.1.2. Compliance with Laws, etc. The Borrower will, and will
cause each of its Subsidiaries to, comply with all laws, ordinances or
governmental rules or regulations to which any of them is subject, including
Environmental Laws, and will obtain and maintain in effect all licences,
certificates, permits, franchises and other governmental authorizations
necessary to maintain and operate their respective Properties or to conduct
their businesses, except to the extent any such failure to comply, obtain,
maintain or operate could not reasonably be expected to result in a Material
Adverse Effect, such compliance to include (without limitation):


                                      67-
<PAGE>   75
            (a) the maintenance and preservation of its corporate existence and
      qualification as a foreign corporation except where the failure to so
      qualify would not have a Material Adverse Effect; and

            (b) the payment, before the same become delinquent, of all material
      taxes, assessments and governmental charges imposed upon it or upon its
      property except to the extent being diligently contested in good faith by
      appropriate proceedings and for which adequate reserves in accordance with
      GAAP shall have been set aside on its books.

      SECTION 7.1.3. Maintenance of Properties. The Borrower will, and will
cause each of its Subsidiaries to, maintain, preserve, protect and keep those of
its material properties in good repair, working order and condition, and make
necessary useful or necessary and proper repairs, renewals and replacements so
that its business carried on in connection therewith may be properly conducted
at all times unless the Borrower or such Subsidiary determines in good faith
that the continued maintenance of any of its properties is no longer
economically desirable.

      SECTION 7.1.4. Insurance. The Borrower will, and will cause each of its
Subsidiaries to, maintain or cause to be maintained with responsible insurance
companies insurance with respect to its properties and business against such
casualties and contingencies and of such types and in such amounts as is
customary in the case of similar businesses and will, upon request of the
Administrative Agent, furnish to each Lender at reasonable intervals a
certificate of an Authorized Officer setting forth the nature and extent of all
insurance maintained by the Borrower and its Subsidiaries in accordance with
this Section 7.1.4.

      SECTION 7.1.5. Books and Records. The Borrower shall permit the
Administrative Agent and each Lender or any of their respective representatives:

            (a) if no Default or Event of Default then exists, at the expense of
      the Administrative Agent or the applicable Lender, as the case may be, and
      upon reasonable prior notice to the Borrower,

                  (i) to visit the principal executive office of the Borrower,
            and to discuss the affairs, finances and accounts of the Borrower
            and its Subsidiaries with the Borrower's officers, and

                  (ii) with the consent of the Borrower (which consent shall not
            be unreasonably withheld) and in the presence of Senior Financial
            Officers (if such presence is requested by the Borrower), to discuss
            the affairs, finances and accounts of the Borrower and its
            Subsidiaries with its independent public accountants and to visit
            the other offices and Properties of the Borrower and each
            Subsidiary,


                                      68-
<PAGE>   76
      all at such reasonable times during the normal business hours and as often
      as may be reasonably requested in writing and in a manner so as not to
      interfere, to the extent reasonably possible, with the conduct of the
      business of the Borrower and its Subsidiaries; and

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

      SECTION 7.1.6. Environmental Covenant. The Borrower will, and will cause
each of its Subsidiaries to,

            (a) use and operate all of its facilities and properties in
      compliance with all Environmental Laws, keep all necessary permits,
      approvals, certificates, licenses and other authorizations relating to
      environmental matters in effect and remain in compliance therewith, and
      handle all Hazardous Materials in compliance with all applicable
      Environmental Laws, except in each case where the failure to do so would
      not reasonably be expected to result in a Material Adverse Effect;

            (b) (i) promptly, following a Responsible Officer becoming aware,
      notify the Administrative Agent (A) and provide copies of all material
      written claims, complaints, notices or inquiries relating to the
      environmental condition of its facilities and properties or non-compliance
      with Environmental Laws which could singly or in the aggregate, reasonably
      be expected to have a Material Adverse Effect and (B) (I) of the listing
      or proposal for listing of any property owned or leased by the Borrower or
      any of its Subsidiaries on the National Priorities List pursuant to
      CERCLA, on the CERCLIS or on any similar state list of sites requiring
      investigation or cleanup and (II) upon its determination by the Borrower
      or its Subsidiary, as the case may be, of the estimate of the amount of
      the liability of the Borrower or such Subsidiary with respect to any such
      property, and, (ii) shall either diligently contest or pursue settlement
      of, in good faith and by appropriate proceedings, or promptly undertake to
      correct such condition or non-compliance and have dismissed any such
      actions and proceedings relating to compliance with Environmental Laws;
      and

            (c) provide such information and certifications which the
      Administrative Agent may reasonably request from time to time to evidence
      compliance with this Section 7.1.6.


                                      69-
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      SECTION 7.2. Negative Covenants. The Borrower agrees with the Issuer, the
Administrative Agent and each Lender that, until all Letters of Credit have been
terminated or cash-collateralized (pursuant to arrangements and documentation
reasonably satisfactory to the Issuer) or have expired, all Commitments have
terminated and all non-contingent monetary Obligations have been paid and
performed in full, the Borrower will perform the obligations set forth in this
Section 7.2.

      SECTION 7.2.1. Business Activities. The Borrower will not, and will not
permit any of its Subsidiaries to, engage in any business which is substantially
different from those described in the first recital and is not a products
manufacturing business or a business that is incidental or related thereto.

      SECTION 7.2.2. Debt Incurrence. (a) The Borrower will not at any time,
directly or indirectly, create, incur, assume, guarantee, or otherwise become
directly or indirectly liable with respect to, any Debt (except for intercompany
payables arising from operation of the Borrower's cash management system in the
ordinary course of its business), unless on the date the Borrower becomes liable
with respect to any such Debt and immediately after giving effect thereto, the
application of the proceeds thereof and the concurrent retirement of any other
Debt,

            (i) no payment Default, no Default with respect to the covenant set
      forth in Section 7.2.4(a), and no Event of Default exists, and

            (ii) Consolidated Adjusted Debt on such date does not exceed 350% of
      Consolidated Adjusted Cash Flow for the Applicable Four Quarter Period.

Notwithstanding the foregoing, the Borrower will not at any time, directly or
indirectly, assume, guarantee or otherwise become directly or indirectly liable
with respect to Debt of an Unrestricted Subsidiary if a Default or an Event of
Default would have occurred or would have been continuing at such time if such
Unrestricted Subsidiary was a Restricted Subsidiary. For the purposes of this
Section 7.2.2, any Person extending, renewing or refunding any Debt shall be
deemed to have incurred such Debt at the time of such extension, renewal or
refunding.

      (b) The Borrower will not permit any Restricted Subsidiary to, at any
time, directly or indirectly, create, incur, assume, guarantee, or otherwise
become directly or indirectly liable with respect to, any Debt, except Debt
owing to the Borrower or another Restricted Subsidiary, unless on the date such
Restricted Subsidiary becomes liable with respect to any such Debt and
immediately after giving effect thereto, the application of the proceeds thereof
and the concurrent retirement of any other Debt,

            (i) no payment Default, no Default with respect to the covenant set
      forth in Section 7.2.4(a), and no Event of Default exists,


                                      70-
<PAGE>   78
            (ii) Consolidated Adjusted Debt on such date does not exceed 350% of
      Consolidated Adjusted Cash Flow for the Applicable Four Quarter Period,
      and

            (iii) Priority Debt does not exceed the lesser of (i) 20% of
      Consolidated Net Worth determined as of the end of the Applicable Four
      Quarter Period, or (ii) 50% of Consolidated Adjusted Cash Flow for the
      Applicable Four Quarter Period.

Notwithstanding the foregoing, the Borrower will not permit any Restricted
Subsidiary to, at any time, directly or indirectly, assume, guarantee or
otherwise become directly or indirectly liable with respect to Debt of an
Unrestricted Subsidiary if a Default or an Event of Default would have occurred
or would have been continuing at such time if such Unrestricted Subsidiary was a
Restricted Subsidiary.

      SECTION 7.2.3. Liens. (a) Negative Pledge. The Borrower will not and will
not permit any of the Restricted Subsidiaries to, directly or indirectly create,
incur, assume or permit 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 of goods or accounts
receivable) of the Borrower or any such Restricted Subsidiary, whether now owned
or held or hereafter acquired, or any income or profits therefrom, except:

            (i) Liens for material taxes, assessments or other governmental
      charges or levies not at the time delinquent or thereafter payable without
      penalty or being diligently contested in good faith by appropriate
      proceedings and for which adequate reserves in accordance with GAAP shall
      have been set aside on its books;

            (ii) statutory Liens of landlords and Liens of carriers,
      warehousemen, mechanics, materialmen and other similar Liens, in each
      case, (x) incurred in the ordinary course of business for sums not yet
      due, (y) which are not material or (z) which are being contested in good
      faith;

            (iii) Liens (other than any Lien imposed by ERISA) incurred or
      deposits made in the ordinary course of business:

                  (A) (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, or


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                  (B) in connection with margin calls made in respect of Future
            Payables Transactions;

            (iv) any attachment or judgment Lien, unless the judgment it secures
      (A) shall not, within 30 days after the entry thereof, have been
      discharged or execution thereof stayed pending appeal, or shall not have
      been discharged within 30 days after the expiration of any such stay or
      (B) exceeds $5,000,000 (less the amount represented by such attachment or
      judgment which is covered by insurance so long as the relevant insurer has
      not rejected coverage with respect thereto in writing);

            (v) consignments to or from the Borrower or any Restricted
      Subsidiary (including, without limitation, Liens on Property subject to
      such consignments and the proceeds thereof), leases or subleases and
      licenses and sublicenses 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 Borrower or any of the Restricted Subsidiaries;

            (vi) Liens on Property or assets of the Borrower or any of the
      Restricted Subsidiaries securing Debt owing to the Borrower or to any of
      the Restricted Subsidiaries;

            (vii) Liens existing on the Effective Date and securing the Debt of
      the Borrower and the Restricted Subsidiaries, provided that any such Debt
      which is in excess of $5,000,000 is identified in Item 7.2.3(a) of the
      Disclosure Schedule ("Existing Liens Securing Ongoing Debt") and the
      aggregate amount of Debt so secured and not listed on such Schedule does
      not exceed $5,000,000;

            (viii) any Lien (including, without limitation, any capital lease)
      created to secure all or any part of the purchase price, or to secure Debt
      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 Borrower or a Restricted Subsidiary after the Effective
      Date, provided that:

                  (A) any such Lien shall extend solely to the item or items of
            such Property (or improvement thereon) so acquired or constructed
            and other Property (or improvement thereon) which is an improvement
            to or is acquired for specific use in connection with such acquired
            or constructed Property (or improvement thereon) or which is real
            property being improved by such acquired or constructed Property (or
            improvement thereon) and proceeds of any of the foregoing,

                  (B) unless such Debt is non-recourse, the principal amount of
            the Debt secured by any such Lien shall at no time exceed an amount
            equal to 100% of the lesser of (I) the cost to the Borrower or such
            Restricted Subsidiary of the Property


                                      72-
<PAGE>   80
            (or improvement thereon) so acquired or constructed and (II) the
            Fair Market Value (as determined in good faith by the Borrower) of
            such Property (or improvement thereon) at the time of such
            acquisition or construction, and

                  (C) any such Lien shall be created contemporaneously with, or
            within 180 days after, the acquisition or construction of such
            Property (it being understood that, with respect to the improvement
            of previously acquired Property, such period shall be determined
            with reference to the completion of such improvement and not the
            date of acquisition of such Property);

            (ix) any Lien existing on Property of a Person immediately prior to
      its being consolidated with or merged into the Borrower or a Restricted
      Subsidiary or its becoming a Restricted Subsidiary, or any Lien existing
      on any Property acquired by the Borrower or any Restricted Subsidiary at
      the time such Property is so acquired (whether or not the Debt secured
      thereby shall have been assumed), provided that (A) no such Lien shall
      have been created or assumed by such Person in contemplation of such
      consolidation or merger or such Person's becoming a Restricted Subsidiary
      or such acquisition of Property, and (B) 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
      which is an improvement to or is acquired for specific use in connection
      with such acquired Property;

            (x) any Lien renewing, extending or refunding any Lien permitted by
      clauses (a) (vii) through (ix), inclusive, of this Section 7.2.3, provided
      that (A) the principal amount of Debt secured by such Lien immediately
      prior to such extension, renewal or refunding is not increased (except to
      the extent that any increase in principal amount represents capitalization
      of the transaction costs incurred in connection with such renewal,
      extension or refunding, so long as the aggregate amount of all such costs
      so capitalized (and not amortized) in connection with all such renewals,
      extensions and refundings does not exceed $2,500,000 immediately after
      giving effect to the renewal, extension or refunding of such secured
      Debt), (B) such Lien is not extended to any other Property, and (C)
      immediately after such extension, renewal or refunding no payment Default,
      no Default with respect to the covenant set forth in Section 7.2.4(a) and
      no Event of Default would exist; or

            (xi) other Liens not otherwise permitted by clauses (a) (i) through
      (x), inclusive, of this Section 7.2.3, granted contemporaneously with the
      incurrence of Debt by the Borrower or any Restricted Subsidiary, provided
      that immediately after giving effect to the creation of any such Lien,
      Priority Debt does not exceed the lesser of (A) 20% of Consolidated Net
      Worth determined as of the end of the Applicable Four Quarter Period, or
      (B) 50% of Consolidated Adjusted Cash Flow for the Applicable Four Quarter
      Period.


                                      73-
<PAGE>   81
      (b) Equitable and Ratable Lien. In case any Property shall be subjected to
a Lien not permitted by clause (a), the Borrower will forthwith make or cause to
be made, to the fullest extent permitted by applicable law, provision whereby
its obligations hereunder will be secured equally and ratably with all other
obligations secured by such Lien pursuant to such agreements and instruments as
shall be approved by the Required Lenders in their reasonable discretion, and
the Borrower will cause to be delivered to each Lender an opinion of independent
counsel (selected by the Borrower and reasonably satisfactory to the Required
Lenders) to the effect that such agreements and instruments are enforceable in
accordance with their terms (subject to customary exceptions, assumptions and
qualifications). Regardless of whether the Borrower complies with the provisions
of the immediately preceding sentence, in case any Property shall be subjected
to a Lien not permitted by clause (a), the obligations hereunder shall have the
benefit, to the fullest extent that, and with such priority as, the Lenders may
be entitled under applicable law, of an equitable Lien on such Property securing
such obligations. A violation of clause (a) will constitute an Event of Default,
whether or not provision is made for an equal and ratable Lien pursuant to this
clause (b).

      SECTION 7.2.4.  Financial Condition.  The Borrower will not permit:

            (a) its Consolidated Net Worth, at any time, to be less than the sum
      of:

                  (i)  $80,000,000

      plus

                  (ii) the sum of the Fiscal Quarter Net Worth Increase Amounts
            for all fiscal quarters of the Borrower ended after December 31,
            1996.

            (b) its Leverage Ratio as of the last day of any Fiscal Quarter to
      be greater than 3.50:1.00; and

            (c) the Interest Coverage Ratio as at the last day of any Fiscal
      Quarter to be less than 2.25:1.00.

      SECTION 7.2.5. Investments. The Borrower will not, and will not permit any
of its Restricted Subsidiaries to, make, incur or assume any Investment in:

            (a) any Unrestricted Subsidiary (which shall be governed by clause
      (b)) or any other Person (other than the Borrower or a Restricted
      Subsidiary) if prior to or after giving effect to such Investment, a
      Default or an Event of Default shall have occurred or be continuing, or


                                      74-
<PAGE>   82
            (b) an Unrestricted Subsidiary if a Default or an Event of Default
      would have occurred or would have been continuing at such time if such
      Unrestricted Subsidiary was a Restricted Subsidiary.

      SECTION 7.2.6. Restricted Payments, etc. On and at all times after the
Effective Date, the Borrower will not declare, pay or make any dividend or
distribution (in cash, property or obligations) on any shares of any class of
capital stock (now or hereafter outstanding) of the Borrower or on any warrants,
options or other rights with respect to any shares of any class of capital stock
(now or hereafter outstanding) of the Borrower (except any such dividend or
distribution made with Capital Stock) or apply, or permit any of its Restricted
Subsidiaries to apply, any of its funds, property or assets to the purchase,
redemption, sinking fund or other retirement of, or agree or permit any of its
Restricted Subsidiaries to purchase or redeem, any shares of any class of
capital stock (now or hereafter outstanding) of the Borrower, or warrants,
options or other rights with respect to any shares of any class of capital stock
(now or hereafter outstanding) of the Borrower (the foregoing collectively
referred to as "Restricted Payments") if, to the extent that either before or
after giving effect to such Restricted Payment (or, in the case of a dividend,
the declaration thereof), a Default described in Section 8.1.1 or an Event of
Default shall have occurred and shall be continuing.

      SECTION 7.2.7. Transactions with Affiliates. The Borrower will not, and
will not permit any of its Restricted Subsidiaries to, enter into, directly or
indirectly, any transaction or material group of related transactions
(including, without limitation, the purchase, lease, sale or exchange of
Properties of any kind or the rendering of any service) with any Affiliate
(other than the Borrower or any of its Restricted Subsidiaries), except pursuant
to the reasonable requirements of the Borrower's or such Restricted Subsidiary's
business and upon fair and reasonable terms no less favorable to the Borrower
and the Restricted Subsidiaries, taken as a whole, than would be obtainable in a
comparable arm's-length transaction with a Person not an Affiliate, provided,
that this Section 7.2.7 shall not apply to the pension plan-related services
provided to the Borrower and the Restricted Subsidiaries by Affiliates thereof
so long as there is no significant change subsequent to the Effective Date,
which is adverse to the Borrower or any Restricted Subsidiary, in the terms and
conditions pursuant to which such services are provided.

      SECTION 7.2.8. Sale-and-Leasebacks. The Borrower will not, and will not
permit any Restricted Subsidiary to, enter into any Sale-and-Leaseback
Transaction unless,

            (a) immediately after giving effect to such Sale-and-Leaseback
      Transaction and the application of the proceeds thereof, Priority Debt
      does not exceed the lesser of (i) 20% of Consolidated Net Worth determined
      as of the end of the Applicable Four Quarter Period, or (ii) 50% of
      Consolidated Adjusted Cash Flow for the Applicable Four Quarter Period, or

            (b) the Borrower, in accordance with and pursuant to Section 7.2.11,
      promptly gives a Reinvestment Notice to the Lenders that, within 180 days
      before or after the


                                      75-
<PAGE>   83
      Transfer of Property in such Sale-and-Leaseback Transaction, the Borrower
      applied, or will apply, an amount equal to the Net Proceeds Amount arising
      therefrom to a Debt Prepayment Application or a Property Reinvestment
      Application.

The Borrower's failure to apply the Net Proceeds Amount in respect of such
Sale-and-Leaseback Transaction in accordance with the Reinvestment Notice and
within such 360-day period shall have the effect set forth in the penultimate
paragraph of Section 7.2.11.

      SECTION 7.2.9. Precious Metal Transactions. The Borrower will not, and
will not permit any Restricted Subsidiary to, enter into any transaction with
respect to Precious Metals for speculative or other purposes not directly
related to the acquisition of Precious Metals for incorporation in the products
of the Borrower or any Restricted Subsidiary, the reduction of its inventory of
Precious Metals, hedging in connection with any such acquisition or reduction,
Future Payables Transactions and any transactions incidental to, and in
furtherance of, the foregoing activities.

      SECTION 7.2.10. Consolidation, Merger, etc. (a) The Borrower. The Borrower
will not consolidate with or merge with any other corporation or, except as
permitted by Section 7.2.11, convey, transfer or lease substantially all of its
assets in a single transaction or series of transactions to any Person; provided
that the Borrower may consolidate, merge, or convey, transfer or lease
substantially all of its assets in a single transaction or series of
transactions to, any Person so long as:

            (i) 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 Borrower as an entirety, as the
      case may be (the "Successor Corporation"), shall be a solvent corporation
      organized and existing under the laws of the United States of America, any
      State thereof or the District of Columbia;

            (ii) if the Borrower is not the Successor Corporation, such
      corporation shall have executed and delivered to each Lender its
      assumption, satisfactory in form and substance to the Administrative
      Agent, of the due and punctual performance and observance of each covenant
      and condition of this Agreement and the Notes, and the Borrower or the
      Successor Corporation shall have caused to be delivered to each Lender an
      opinion of nationally recognized independent counsel, or other independent
      counsel reasonably satisfactory to the Administrative Agent, to the effect
      that all agreements or instruments effecting such assumption are
      enforceable in accordance with their respective terms and comply with the
      terms hereof (it being understood that such opinion may contain customary
      exceptions, qualifications and assumptions, and that the General Counsel
      of the Borrower may give the necessary opinions with respect to the
      matters addressed by the opinion delivered on the Effective Date together
      with such other matters that the Administrative Agent may agree to); and


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<PAGE>   84
            (iii) immediately after giving effect to such transaction:

                  (A)  no Default or Event of Default exists or would exist, and

                  (B) the Successor Corporation would be permitted by the
            provisions of Section 7.2.2 to incur at least $1.00 of additional
            Debt owing to a Person other than a Restricted Subsidiary.

Any such conveyance or transfer, but not any such lease, of substantially all of
the assets of the Borrower shall have the effect of releasing the Borrower from
its liability under this Agreement or the Notes, except to the extent set forth
herein.

      (b) Restricted Subsidiaries. The Borrower will not permit any Restricted
Subsidiary to consolidate with or merge with any other corporation or convey,
transfer or lease substantially all of its assets in a single transaction or
series of transactions to any Person except that a Restricted Subsidiary may:

            (i) consolidate with or merge with, or convey, transfer or lease
      substantially all of its assets in a single transaction or series of
      transactions to, a Restricted Subsidiary or the Borrower,

            (ii) consolidate with or merge with any Person if, immediately after
      giving effect to such transaction, (A) the Person surviving such
      consolidation or merger is a Restricted Subsidiary, (B) no Default or
      Event of Default exists or would exist, (C) the Borrower would be
      permitted by the provisions of Section 7.2.2 to incur at least $1.00 of
      additional Debt owing to a Person other than a Restricted Subsidiary and
      (D) such Restricted Subsidiary would be permitted by the provisions of
      Section 7.2.2 to incur at least $1.00 of additional Debt owing to a Person
      other than the Borrower or another Restricted Subsidiary, and

            (iii) consolidate with or merge with, or convey, transfer or lease
      its assets in a single transaction or a series of transactions to, any
      Person, in each case in compliance with the provisions of Section 7.2.11.

      SECTION 7.2.11. Asset Dispositions, etc. Except as permitted under Section
7.2.10, the Borrower will not, and will not permit any of the Restricted
Subsidiaries to, make any Asset Disposition unless:

            (a) in the good faith opinion of the Borrower, the Asset Disposition
      is in exchange for consideration having a Fair Market Value at least equal
      to that of the Property exchanged, as determined by the Borrower in good
      faith;

            (b) immediately after giving effect to the Asset Disposition,


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<PAGE>   85
                  (i) no Default or Event of Default would exist (provided, that
            if such proposed Asset Disposition is made to an Unrestricted
            Subsidiary, such proposed Asset Disposition shall not be permitted
            if a Default or an Event of Default would have occurred or would
            have been continuing at such time if such Unrestricted Subsidiary
            was a Restricted Subsidiary), and

                  (ii) the Borrower would be permitted by the provisions of
            Section 7.2.2 to incur at least $1.00 of additional Debt owing to a
            Person other than a Restricted Subsidiary; and

            (c) immediately after giving effect to the Asset Disposition, the
      aggregate Disposition Value of the Property subject to such Asset
      Disposition, and all other Property that was the subject of any Asset
      Disposition occurring in the period of 365 days ending on and including
      the date of such Asset Disposition, would not exceed 50% of Consolidated
      Adjusted Cash Flow for the Applicable Four Quarter Period; provided,
      however, that:

                  (i) if the Borrower gives prompt written notice (a
            "Reinvestment Notice") to the Administrative Agent that, within 180
            days before or after any Transfer, an amount equal to all or any
            portion of the Net Proceeds Amount arising therefrom was, or is
            intended to be, applied by the Borrower or such Restricted
            Subsidiary to a Debt Prepayment Application or a Property
            Reinvestment Application, then such Transfer (to the extent of the
            amounts actually so applied within such period) shall be deemed not
            to be an Asset Disposition as of any date for purposes of
            determining compliance by the Borrower and the Restricted
            Subsidiaries with this clause (c),

                  (ii) the time period set forth in the preceding clause (c)(i)
            may be computed, at the Borrower's option, with respect to the date
            that the Borrower or any Restricted Subsidiary receives cash
            (instead of the date of such Transfer) in respect of (A) up to
            $5,000,000 in the aggregate for all Net Proceeds Amounts arising
            from the Transfer of excess buildings and land from sold operations
            and (B) up to 10% of any Net Proceeds Amount to the extent such
            amount is required to be held in escrow pursuant to customary
            "hold-back" provisions set forth in any document relating to the
            Transfer giving rise to such Net Proceeds Amount, and

                  (iii) immediately after giving effect to such Asset
            Disposition, the Unapplied Portions of the Net Proceeds Amounts for
            all Asset Dispositions shall not exceed 30% of the Borrower's
            consolidated assets.

      If the Borrower shall fail to apply an amount equal to the entire amount
of the Net Proceeds Amount subject to the Reinvestment Notice in respect of such
Transfer, within such 360-day period, to a Property Reinvestment Application or
a Debt Prepayment Application, the


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<PAGE>   86
Borrower shall be deemed to have consummated an Asset Disposition to which
clause (c)(i) does not apply in an amount equal to the Unapplied Portion of the
Net Proceeds Amount in respect of such Asset Disposition. Such deemed Asset
Disposition shall be deemed to have occurred on the date of the original Asset
Disposition and the Borrower's compliance with this Section 7.2.11 shall be
determined, as of such date, as if such Unapplied Portion of the Net Proceeds
Amount had not been included in the Reinvestment Notice.

      If any Restricted Subsidiary shall cease to be a Restricted Subsidiary as
a result of any Asset Disposition consisting of Subsidiary Stock, all Debt owing
by the Borrower or any other Restricted Subsidiary to such Restricted Subsidiary
after giving effect to such Asset Disposition and to the transactions entered
into in connection therewith (and any Liens securing such Debt) shall be deemed
for all purposes of this Agreement to have been incurred by the Borrower or such
other Restricted Subsidiary immediately after giving effect to such Asset
Disposition.

      SECTION 7.2.12. Restrictive Agreements, etc. The Borrower will not, and
will not permit any of its Restricted Subsidiaries to, enter into any agreement
(excluding this Agreement, any other Loan Document, any agreement governing any
Debt in existence on the Effective Date as in effect on the Effective Date and
(in the case of clause (b)) provisions contained in agreements governing or
securing Debt incurred to finance the acquisition of assets purchased with such
Debt) prohibiting

            (a) the ability of the Borrower to amend or otherwise modify this
      Agreement or any other Loan Document; or

            (b) the ability of any Restricted Subsidiary to make any payments,
      directly or indirectly, to the Borrower by way of dividends, advances,
      repayments of loans or advances, reimbursements of management and other
      intercompany charges, expenses and accruals or other returns on
      investments, or any other agreement or arrangement which restricts the
      ability of any such Restricted Subsidiary to make any payment, directly or
      indirectly, to the Borrower.

The parties agree that the prohibition contained in clause (b) shall not be
deemed to be breached in the case of (i) provisions which restrict the amount
payable to the Borrower to no greater than the pro rata percentage of the equity
interest owned by the Borrower in such Restricted Subsidiary, (ii) provisions
which restrict amounts payable to the Borrower to the prior approval of a
majority (or more) of the equity or other interest of such Restricted Subsidiary
if, the Borrower is able to cause, directly or indirectly (by means of ownership
of a sufficient equity interest, by contract, or otherwise) such approval to be
obtained or delivered or (iii) provisions which prohibit any such payments to
the extent such payment would violate any applicable law.


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      SECTION 7.2.13.  Designation of Subsidiaries.

            (a) Right of Designation. Subject to satisfaction of the
      requirements of clause(c), the Borrower shall have the right to designate
      each Subsidiary acquired after the Effective Date as a Restricted
      Subsidiary or an Unrestricted Subsidiary by delivering to the
      Administrative Agent a writing, signed by an Authorized Officer, so
      designating such Subsidiary within 30 days of the acquisition thereof by
      the Borrower or any Restricted Subsidiary. Any such Subsidiary not so
      designated within such 30-day period shall be deemed, on and after such
      date and without any further action by the Borrower or any Lenders (but
      subject to clause (b)), to have been designated by the Borrower as a
      Restricted Subsidiary. Each Subsidiary designated as a "Restricted
      Subsidiary" in Item 6.8 of the Disclosure Schedule shall be a Restricted
      Subsidiary for all purposes herein until such time as such Restricted
      Subsidiary is redesignated pursuant to clause (b) and each Subsidiary, if
      any, listed in Item 6.8 of the Disclosure Schedule as an "Unrestricted
      Subsidiary" shall be an Unrestricted Subsidiary for all purposes herein
      until such time as such Unrestricted Subsidiary is redesignated pursuant
      to clause (b).

            (b) Right of Redesignation. Subject to the satisfaction of the
      requirements of clause (c), the Borrower may at any time designate:

                  (i) any Unrestricted Subsidiary as a Restricted Subsidiary, or

                  (ii)  any Restricted Subsidiary as an Unrestricted Subsidiary,

      by delivering a written notice to such effect, signed by an Authorized
      Officer, to the Administrative Agent.

            (c) Designation Criteria. (i) No Subsidiary shall at any time after
      the Effective Date be designated as a Restricted Subsidiary unless:

                        (A) immediately after giving effect to such designation,
                  and assuming that all obligations and liabilities of such
                  Subsidiary being so designated were incurred contemporaneously
                  with such designation,

                              (1) no Default or Event of Default exists or would
                        exist,

                              (2) the Borrower would be permitted by the
                        provisions of Section 7.2.2 to incur at least $1.00 of
                        additional Debt owing to a Person other than a
                        Restricted Subsidiary, and

                              (3) no Unrestricted Subsidiary, directly or
                        indirectly, owns or holds any Debt or Capital Stock of
                        such Subsidiary; and


                                      80-
<PAGE>   88
                        (B) such Subsidiary shall not previously have been
                  designated (including, without limitation, deemed designation
                  pursuant to clause (a)) pursuant to this Section 7.2.13 more
                  than twice.

            Any Person designated a Restricted Subsidiary hereunder shall be
            deemed to have incurred all of its then outstanding Debt at the time
            of such designation.

                  (ii) No Subsidiary shall at any time after the Effective Date
            be designated as an Unrestricted Subsidiary unless:

                        (A) immediately after giving effect to such designation,

                              (1) no Default or Event of Default exists or would
                        exist;

                              (2) the Borrower would be in compliance with
                        Section 7.2.11; and

                              (3) such Subsidiary does not, directly or
                        indirectly, own or hold any Debt or Capital Stock of the
                        or any Restricted Subsidiary; and

                        (B) such Subsidiary shall not previously have been
                  designated (including, without limitation, deemed designation
                  pursuant to clause (a)) pursuant to this Section 7.2.13 more
                  than twice.

                  (iii) Notwithstanding anything in this paragraph (c) to the
            contrary, any Person which shall become a Subsidiary at any time
            when a Default or an Event of Default shall exist shall be an
            Unrestricted Subsidiary.

            (d) Effectiveness. Other than as set forth in the last two sentences
      of clause (a), any designation under this Section 7.2.13 that satisfies
      all of the conditions set forth in this Section 7.2.13 shall become
      effective on the day that notice thereof shall have been sent by the
      Borrower to the Administrative Agent or as of such subsequent date as may
      be set forth in such notice.


                                  ARTICLE VIII

                                EVENTS OF DEFAULT

      SECTION 8.1. Listing of Events of Default. Each of the following events or
occurrences described in this Section 8.1 shall constitute an "Event of
Default".


                                      81-
<PAGE>   89
      SECTION 8.1.1. Non-Payment of Obligations. (a) The Borrower shall default
in the payment or prepayment when due of (i) any principal of any Loan, or (ii)
any Reimbursement Obligation or any deposit of cash in an account notified to
the Borrower by the Administrative Agent pursuant to Section 2.6.6; or (b) the
Borrower shall default (and such default shall continue unremedied for a period
of five Business Days) in the payment when due of any interest on any Loan or
fee or of any other Obligation.

      SECTION 8.1.2. Breach of Warranty. Any representation or warranty of the
Borrower made or deemed to be made hereunder or in any other Loan Document or
any other writing or certificate furnished by or on behalf of the Borrower to
the Administrative Agent or any Lender for the purposes of or in connection with
this Agreement or any such other Loan Document (including any certificates
delivered pursuant to Article V) is or shall be incorrect when made or deemed
made in any material respect.

      SECTION 8.1.3. Non-Performance of Certain Covenants and Obligations. (a)
The Borrower shall default in the due performance and observance of any of its
obligations under Section 7.1.6 or Section 7.2 (other than clause (a) of Section
7.2.4); or

            (b) the Borrower shall default in the due performance and observance
      of its obligations under clause (a) of Section 7.2.4 and such default is
      not remedied within three Business Days after the earlier of (i) a
      Responsible Officer obtaining actual knowledge of such default and (ii)
      the Borrower receiving written notice of such default from the
      Administrative Agent (any such written notice to be identified as a
      "notice of default" and to refer specifically to this clause (b)(ii) of
      Section 8.1.3).

      SECTION 8.1.4. Non-Performance of Other Covenants and Obligations. The
Borrower shall default in the due performance and observance of any other
agreement contained herein or in any other Loan Document (other than as set
forth in Section 8.1.1 or 8.1.3), 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 Borrower receiving written notice of such default
from the Administrative Agent (any such written notice to be identified as a
"notice of default" and to refer specifically to this Section 8.1.4).

      SECTION 8.1.5. Default on Other Debt or Agreements. A default shall occur
in the payment when due (subject to any applicable grace period), whether by
acceleration or otherwise, of any Debt (other than Debt described in Section
8.1.1) of the Borrower or any of its Restricted Subsidiaries having a principal
amount, individually or in the aggregate, in excess of $5,000,000, or a default
shall occur in the performance or observance of any obligation or condition with
respect to such Debt if the effect of such default is to accelerate the maturity
of any such Debt or such default shall continue unremedied for any applicable
period of time sufficient to permit the holder or holders of such Debt, or any
trustee or agent for such holders, to cause such Debt to become due and payable
prior to its expressed maturity.


                                      82-
<PAGE>   90
      SECTION 8.1.6. Judgments. Any judgment or order for the payment of money
in excess of $5,000,000 (excluding that portion of a judgment or order covered
by insurance as to which the Borrower has filed an insurance claim and where
such insurance carrier has not denied liability with respect thereto in writing)
shall be rendered against (i) the Borrower or any of its Restricted Subsidiaries
or (ii) any Unrestricted Subsidiary if the Borrower or any Restricted Subsidiary
is required or shall become liable for an amount in excess of $5,000,000 which
is payable pursuant to such judgment or order (excluding that portion of a
judgment or order covered by insurance as to which the Borrower has filed an
insurance claim and where such insurance carrier has not denied liability with
respect thereto in writing), and

            (a) enforcement proceedings shall have been commenced by any
      creditor upon such judgment or order; or

            (b) there shall be any period of 30 consecutive days during which a
      stay of enforcement of such judgment or order, by reason of a pending
      appeal or otherwise, shall not be in effect.

      SECTION 8.1.7. Pension Plans. Any of the following events shall occur with
respect to any Pension Plan

            (a) the institution of any steps by the Borrower, any member of its
      Controlled Group or any other Person to terminate a Pension Plan if, as a
      result of such termination, the Borrower or any such member could be
      required to make a contribution to such Pension Plan, or could reasonably
      expect to incur a liability or obligation to such Pension Plan, in excess
      of $5,000,000; or

            (b) a contribution failure occurs with respect to any Pension Plan
      sufficient to give rise to a Lien under Section 302(f) of ERISA.

      SECTION 8.1.8. Control of the Borrower. Any Change in Control shall occur.

      SECTION 8.1.9. Bankruptcy, Insolvency, etc. The Borrower or any Affected
Subsidiary shall

            (a) become insolvent or generally fail to pay, or admit in writing
      its inability or unwillingness to pay, debts as they become due;

            (b) apply for, consent to, or acquiesce in, the appointment of a
      trustee, receiver, sequestrator or other custodian for the Borrower or any
      of its Affected Subsidiaries (other than Non-Recourse Subsidiaries) or any
      property of any thereof, or make a general assignment for the benefit of
      creditors;


                                      83-
<PAGE>   91
            (c) in the absence of such application, consent or acquiescence,
      permit or suffer to exist the appointment of a trustee, receiver,
      sequestrator or other custodian for the Borrower or any of its Affected
      Subsidiaries (other than Non-Recourse Subsidiaries) or for a substantial
      part of the property of any thereof, and such trustee, receiver,
      sequestrator or other custodian shall not be discharged within 60 days,
      provided that the Borrower and each Affected Subsidiary hereby expressly
      authorizes the Administrative Agent and each Lender to appear in any court
      conducting any relevant proceeding during such 60-day period to preserve,
      protect and defend their rights under the Loan Documents;

            (d) permit or suffer to exist the commencement of any bankruptcy,
      reorganization, debt arrangement or other case or proceeding under any
      bankruptcy or insolvency law, or any dissolution, winding up or
      liquidation proceeding, in respect of the Borrower or any of its Affected
      Subsidiaries (other than Non-Recourse Subsidiaries), and, if any such case
      or proceeding is not commenced by the Borrower or such Affected
      Subsidiary, such case or proceeding shall be consented to or acquiesced in
      by the Borrower or such Affected Subsidiary or shall result in the entry
      of an order for relief or shall remain for 60 days undismissed, provided
      that the Borrower and each Affected Subsidiary hereby expressly authorize
      the Administrative Agent and each Lender to appear in any court conducting
      any such case or proceeding during such 60-day period to preserve, protect
      and defend their rights under the Loan Documents; or

            (e) take any action authorizing, or in furtherance of, any of the
      foregoing;

provided, that, the foregoing shall not apply to any Affected Subsidiary or
Affected Subsidiaries of the Borrower, the value of whose assets individually or
in the aggregate for the Fiscal Quarter most recently ended accounted for an
amount equal to or less than 5% of Consolidated Net Worth. For the purpose of
this Section 8.1.9, "Affected Subsidiary" means all Restricted Subsidiaries and
any Unrestricted Subsidiary that was a Restricted Subsidiary within 120 days
prior to the date of the applicable event or events specified in clauses (a)
through (e) of this Section 8.1.9.

      SECTION 8.2. Action if Bankruptcy. If any Event of Default described in
clauses (a) through (d) of Section 8.1.9 shall occur, the Commitments of each
Lender (if not theretofore terminated) shall automatically terminate, the Stated
Maturity Date shall automatically be accelerated and the outstanding principal
amount of all outstanding Loans, Letter of Credit Outstandings and all other
Obligations shall automatically be and become immediately due and payable,
without notice or demand.

      SECTION 8.3. Action if Other Event of Default. If any Event of Default
(other than any Event of Default described in clauses (a) through (d) of Section
8.1.9) shall occur for any reason, whether voluntary or involuntary, and be
continuing, the Administrative Agent, upon the direction of the Required
Lenders, shall by notice to the Borrower declare the Stated Maturity


                                      84-
<PAGE>   92
Date to be accelerated and/or direct the Administrative Agent to declare all or
any portion of the outstanding principal amount of the Loans, Letter of Credit
Outstandings and other Obligations to be due and payable and/or the Commitments
of each Lender (if not theretofore terminated) to be terminated, whereupon the
Stated Maturity Date shall be accelerated, the full unpaid amount of such Loans,
Letter of Credit Outstandings and other Obligations which shall be so declared
due and payable shall be and become immediately due and payable, without further
notice, demand or presentment, and/or, as the case may be, the Commitments shall
terminate.


                                  ARTICLE IX

                           THE ADMINISTRATIVE AGENT

      SECTION 9.1. Actions. Each Lender hereby appoints Scotiabank as its
Administrative Agent, under and for purposes of this Agreement, the Notes and
each other Loan Document. Each Lender authorizes Scotiabank, in its capacity as
the Administrative Agent, to act on behalf of such Lender under this Agreement,
the Notes and each other Loan Document in such capacity and, in the absence of
other written instructions from the Required Lenders received from time to time
by the Administrative Agent (with respect to which the Administrative Agent
agrees that it will comply, except as otherwise provided in this Section 9.1 or
as otherwise advised by counsel), to exercise such powers hereunder and
thereunder as are specifically delegated to or required of the Administrative
Agent by the terms hereof and thereof, together with such powers as may be
reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity
shall survive any termination of this Agreement) the Administrative Agent, pro
rata according to such Lender's Percentage, from and against any and all
liabilities, obligations, losses, damages, claims, costs or expenses of any kind
or nature whatsoever to the extent not otherwise paid by the Borrower which may
at any time be imposed on, incurred by, or asserted against, the Administrative
Agent in any way relating to or arising out of this Agreement, the Notes and any
other Loan Document, including reasonable attorneys' fees, and as to which the
Administrative Agent is required to be, but is not reimbursed by the Borrower;
provided, however, that no Lender shall be liable for the payment of any portion
of such liabilities, obligations, losses, damages, claims, costs or expenses
which are determined to have resulted solely from the Administrative Agent's
gross negligence or wilful misconduct. The Administrative Agent shall not be
required to take any action hereunder, under the Notes or under any other Loan
Document except such actions expressly provided for hereunder, or to prosecute
or defend any suit in respect of this Agreement, the Notes or any other Loan
Document, unless it is indemnified hereunder to its satisfaction. If any
indemnity in favor of the Administrative Agent shall be or become, in the
Administrative Agent's determination, inadequate, the Administrative Agent may
call for additional indemnification from the Lenders and cease to do the acts
indemnified against hereunder until such additional indemnity is given.

      SECTION 9.2. Funding Reliance, etc. Unless the Administrative Agent shall
have been notified by telephone, confirmed in writing, by any Lender by 5:00
p.m. (New York City time),


                                      85-
<PAGE>   93
on the day prior to a Borrowing of other than Base Rate Loans that are to be
made on the same date requested by the Borrower that such Lender will not make
available the amount which would constitute its Percentage of such Borrowing in
the case of Revolving Loans, or the amount of its Competitive Bid Loan Offer
that has been accepted by the Borrower pursuant to clause (e)(ii) of Section
2.4, in the case of Competitive Bid Loans, in each case on the date specified
therefor, the Administrative Agent may assume that such Lender has made such
amount available to the Administrative Agent and, in reliance upon such
assumption, make available to the Borrower a corresponding amount. In the case
of a Borrowing of Base Rate Loans that are to be made on the same date requested
by the Borrower, the Administrative Agent may assume that each Lender will make
available to the Administrative Agent the amount which would constitute its
Percentage of such Borrowing in the case of Revolving Loans, or the amount of
its Competitive Bid Loan Offer that has been accepted by the Borrower pursuant
to clause (e)(ii) of Section 2.4, in the case of Competitive Bid Loans, and, in
reliance upon such assumption, make available to the Borrower a corresponding
amount. If and to the extent that such Lender shall not have made such amount
available to the Administrative Agent, such Lender and the Borrower severally
agree to repay the Administrative Agent forthwith on demand, without
duplication, such corresponding amount together with interest thereon, for each
day from the date the Administrative Agent made such amount available to the
Borrower to the date such amount is repaid to the Administrative Agent, in the
case of the Borrower, at the interest rate applicable at the time to Loans
comprising such Borrowing, and in the case of such Lender, for the period from
the date such funds were advanced to the Borrower to (and including) three days
thereafter, at the rate customarily charged for inter-bank loans in the U.S.,
and following such third day, at the interest rate applicable at the time to
Loans comprising such Borrowing.

      SECTION 9.3. Exculpation. Neither the Administrative Agent nor any of its
directors, officers, employees or agents shall be liable to any Lender for any
action taken or omitted to be taken by it under this Agreement or any other Loan
Document, or in connection herewith or therewith, except for its own wilful
misconduct or gross negligence, nor responsible for any recitals or warranties
herein or therein, nor for the effectiveness or, other than with respect to the
Administrative Agent, enforceability, validity or due execution of this
Agreement or any other Loan Document (as it relates to the Administrative
Agent), nor to make any inquiry respecting the performance by the Borrower of
its obligations hereunder or under any other Loan Document. Any such inquiry
which may be made by the Administrative Agent shall not obligate it to make any
further inquiry or to take any action. The Administrative Agent shall be
entitled to rely upon advice of counsel concerning legal matters and upon any
notice, consent, certificate, statement or writing which the Administrative
Agent believes to be genuine and to have been presented by a proper Person.

      SECTION 9.4. Successor. The Administrative Agent may resign as such at any
time upon at least 30 days' prior notice to the Borrower and all Lenders. If the
Administrative Agent at any time shall resign, the Required Lenders may, with
the written consent of the Borrower so long as no Default has occurred and is
continuing (which consent shall not be unreasonably withheld), appoint another
Lender as a successor Administrative Agent, which shall thereupon


                                      86-
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(subject to its consent) become the Administrative Agent hereunder. If no
successor Administrative Agent shall have been so appointed by the Required
Lenders (after obtaining the Borrower's consent in accordance with the preceding
sentence), and shall have accepted such appointment, within 30 days after the
retiring Administrative Agent's giving notice of resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall (subject to its consent and the Borrower's
written consent so long as no Default has occurred and is continuing (which
consent (in the case of the Borrower) shall not be unreasonably withheld)) be
one of the Lenders or a commercial banking institution organized under the laws
of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial
banking institution, and having a combined capital and surplus of at least
$500,000,000. Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative
Agent shall be entitled to receive from the retiring Administrative Agent such
documents of transfer and assignment as such successor Administrative Agent may
reasonably request, and shall thereupon succeed to and become vested with all
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations under this Agreement. After any retiring Administrative Agent's
resignation hereunder as the Administrative Agent, the provisions of

            (a) this Article IX shall inure to its benefit as to any actions
      taken or omitted to be taken by it while it was the Administrative Agent
      under this Agreement; and

            (b) Section 10.3 and Section 10.4 shall continue to inure to its
      benefit.

      SECTION 9.5. Credit Extensions by the Administrative Agent. The
Administrative Agent shall have the same rights and powers with respect to (x)
the Loans made by it or any of its respective affiliates, and (y) the Notes held
by it or any of its respective affiliates as any other Lender and may exercise
the same as if it were not the Administrative Agent. The Administrative Agent
and its affiliates may accept deposits from, lend money to, and generally engage
in any kind of business with the Borrower or any Subsidiary or Affiliate of the
Borrower as if the Administrative Agent were not the Administrative Agent
hereunder.

      SECTION 9.6. Credit Decisions. Each Lender acknowledges that it has,
independently of the Administrative Agent and each other Lender, and based on
such Lender's review of the financial information of the Borrower, this
Agreement, the other Loan Documents (the terms and provisions of which being
satisfactory to such Lender) and such other documents, information and
investigations as such Lender has deemed appropriate, made its own credit
decision to extend its Commitment. Each Lender also acknowledges that it will,
independently of the Administrative Agent and each other Lender, and based on
such other documents, information and investigations as it shall deem
appropriate at any time, continue to make its own credit decisions as to
exercising or not exercising from time to time any rights and privileges
available to it under this Agreement or any other Loan Document.


                                      87-
<PAGE>   95
      SECTION 9.7. Copies, etc. The Administrative Agent shall give prompt
notice to each Lender of each notice or request required or permitted to be
given to the Administrative Agent by the Borrower pursuant to the terms of this
Agreement (unless concurrently delivered to the Lenders by the Borrower). The
Administrative Agent will distribute to each Lender each document or instrument
received for its account and copies of all other communications received by the
Administrative Agent from the Borrower for distribution to the Lenders by the
Administrative Agent in accordance with the terms of this Agreement.


                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

      SECTION 10.1. Waivers, Amendments, etc. The provisions of this Agreement
and of each other Loan Document may from time to time be amended, modified or
waived, if such amendment, modification or waiver is in writing and consented to
by the Borrower and the Required Lenders; provided, however, that no such
amendment, modification or waiver which would:

            (a) modify any requirement hereunder that any particular action be
      taken by all the Lenders or by the Required Lenders shall be effective
      unless consented to by each Lender;

            (b) except as set forth in Section 2.7 or 2.8, modify this Section
      10.1, change the definition of "Required Lenders", increase the Commitment
      Amount or the Percentage of any Lender, or extend the Commitment
      Termination Date shall be made without the consent of each Lender;

            (c) extend the due date for, or reduce the amount of, any scheduled
      or mandatory repayment or prepayment of principal of or interest on or
      fees in respect of any Loan or any other amounts payable to a Lender
      hereunder (or reduce the principal amount of or rate of interest on any
      Loan) shall be made without the consent of such Lender;

            (d) affect adversely the interests, rights or obligations of the
      Agent or an Issuer qua such Issuer shall be made without consent of the
      Agent or such Issuer, respectively; or

            (e) extend the time for payments of or reduce any amounts payable in
      respect of any Reimbursement Obligation, including any interest thereon,
      in which the Lenders have purchased a participating interest, shall be
      made without the consent of each Lender (including the Issuer).


                                      88-
<PAGE>   96
No failure or delay on the part of the Administrative Agent, any Lender, the
Issuer or the holder of any Note in exercising any power or right under this
Agreement or any other Loan Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power or right preclude any
other or further exercise thereof or the exercise of any other power or right.
No notice to or demand on the Borrower in any case shall entitle it to any
notice or demand in similar or other circumstances. No waiver or approval by the
Administrative Agent, the Issuer, any Lender or the holder of any Note under
this Agreement or any other Loan Document shall, except as may be otherwise
stated in such waiver or approval, be applicable to subsequent transactions. No
waiver or approval hereunder shall require any similar or dissimilar waiver or
approval thereafter to be granted hereunder.

      SECTION 10.2. Notices. All notices and other communications provided to
any party hereto under this Agreement or any other Loan Document shall be in
writing or by facsimile and addressed, delivered or transmitted to such party at
its address or facsimile number set forth below its signature hereto or set
forth in the Lender Assignment Agreement or at such other address or facsimile
number as may be designated by such party in a notice to the other parties. Any
notice, if mailed and properly addressed with postage prepaid or if properly
addressed and sent by pre-paid courier service, shall be deemed given when
received; any notice, if transmitted by facsimile, shall be deemed given when
transmitted upon receipt of electronic confirmation of transmission.

      SECTION 10.3. Payment of Costs and Expenses. The Borrower agrees to pay on
demand all reasonable out-of-pocket expenses of the Administrative Agent
(including the reasonable fees and out-of-pocket expenses of a single counsel to
the Administrative Agent and of local counsel, if any, who may be retained by
counsel to the Administrative Agent) in connection with

            (a) the negotiation, preparation, execution and delivery of this
      Agreement and of each other Loan Document, including schedules and
      exhibits, and any amendments, (the costs and expenses associated with the
      formation of the syndicate of Lenders) waivers, consents, supplements or
      other modifications to this Agreement or any other Loan Document as may
      from time to time hereafter be required, whether or not the transactions
      contemplated hereby are consummated;

            (b) the preparation and review of the form of any document or
      instrument relevant to this Agreement or any other Loan Document; and

            (c) the administration and monitoring of this Agreement and the Loan
      Documents, and compliance of the parties hereto with respect to the terms
      hereof.

The Borrower further agrees to pay, and to save the Administrative Agent and the
Lenders harmless from all liability for, any stamp or other taxes which may be
payable in connection with the execution or delivery of this Agreement, the
Borrowings hereunder, or the issuance of the


                                      89-
<PAGE>   97
Notes or any other Loan Documents. The Borrower also agrees to reimburse the
Administrative Agent and each Lender upon demand for all reasonable
out-of-pocket expenses (including reasonable attorneys' fees and legal expenses)
incurred by the Administrative Agent or such Lender in connection with (x) the
negotiation of any restructuring or "workout", whether or not consummated, of
any Obligations and (y) the enforcement of any Obligations; provided, that the
Borrower shall only be obligated to reimburse such legal expenses of one legal
firm representing the Lenders in their capacity as Lenders and the fees and
expenses of one consulting firm engaged by (or on behalf of) the Administrative
Agent, unless (in the case of the legal firm) the representation of all of the
Lenders by a single law firm would give rise to a conflict of interest for such
firm (including by way of representing the Administrative Agent in its capacity
as Administrative Agent).

      SECTION 10.4. Indemnification. In consideration of the execution and
delivery of this Agreement by the Issuer and each Lender and the extension of
the Commitments, the Borrower hereby indemnifies, exonerates and holds the
Administrative Agent, the Issuer and each Lender and each of their respective
officers, directors, employees and agents (collectively, the "Indemnified
Parties") free and harmless from and against any and all actions, causes of
action, suits, losses, costs, liabilities and damages, and expenses incurred in
connection therewith (irrespective of whether any such Indemnified Party is a
party to the action for which indemnification hereunder is sought), including
reasonable attorneys' fees and disbursements (collectively, the "Indemnified
Liabilities"), incurred by the Indemnified Parties or any of them as a result
of, or arising out of, or relating to

            (a) any transaction financed or to be financed in whole or in part,
      directly or indirectly, with the proceeds of any Loan;

            (b) any transaction supported by or relating to a Letter of Credit;

            (c) the entering into and performance of this Agreement and any
      other Loan Document by any of the Indemnified Parties (including any
      action brought by or on behalf of the Borrower as the result of any
      determination by the Required Lenders pursuant to Article V not to make a
      Credit Extension due to the failure of the Borrower to meet the conditions
      for such Credit Extension);

            (d) any investigation, litigation or proceeding involving the
      Borrower or any of its Subsidiaries or property now or previously owned or
      leased by the Borrower or any of its Subsidiaries related to any
      environmental cleanup, compliance or other similar matter relating to the
      protection of the environment by the Borrower or any of its Subsidiaries
      or the Release by the Borrower or any of its Subsidiaries of any Hazardous
      Material; provided; that the Indemnified Party shall have given the
      Borrower notice of any such matter and an opportunity to participate in,
      but not (except at the sole discretion of the Indemnified Parties) to
      manage or control, the defense or settlement of any such matters which may
      give rise to any Indemnified Liabilities;


                                      90-
<PAGE>   98
            (e) the presence on or under, or the escape, seepage, leakage,
      spillage, discharge, emission, discharging or releasing from, any real
      property owned or operated by the Borrower or any Subsidiary thereof of
      any Hazardous Material (including any losses, liabilities, damages,
      injuries, costs, expenses or claims asserted or arising under any
      Environmental Law), regardless of whether caused by, or within the control
      of, the Borrower or such Subsidiary; or

            (f) any breach of warranty contained in Section 6.12, without giving
      effect to the exceptions based upon the materially adverse effect and any
      qualification based on materiality or knowledge;

except for any such Indemnified Liabilities arising for the account of a
particular Indemnified Party by reason of the relevant Indemnified Party's gross
negligence or wilful misconduct; provided, that the Borrower shall only be
obligated to reimburse such legal expenses of one legal firm representing the
Indemnified Parties and the fees and expenses of one consulting firm engaged by
(or on behalf of) the Administrative Agent, unless (in the case of a legal firm)
the representation of all of the Indemnified Parties by a single law firm would
give rise to a conflict of interest for such firm (including by way of
representing the Administrative Agent in its capacity as Administrative Agent).
If and to the extent that the foregoing undertaking may be unenforceable for any
reason, the Borrower hereby agrees to make the maximum contribution to the
payment and satisfaction of each of the Indemnified Liabilities which is
permissible under applicable law.

      SECTION 10.5. Survival. The obligations of the Borrower under Sections
4.3, 4.4, 4.5, 4.6, 10.3 and 10.4, and the obligations of the Lenders under
Section 9.1, shall in each case survive any termination of this Agreement, the
payment in full of all Obligations, the termination and/or cancellation of the
Letters of Credit and the termination of all Commitments. The representations
and warranties made by the Borrower in this Agreement and in each other Loan
Document shall survive the execution and delivery of this Agreement and each
such other Loan Document.

      SECTION 10.6. Severability. Any provision of this Agreement or any other
Loan Document which is prohibited or unenforceable in any jurisdiction shall, as
to such provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of
this Agreement or such Loan Document or affecting the validity or enforceability
of such provision in any other jurisdiction.

      SECTION 10.7. Headings. The various headings of this Agreement and of each
other Loan Document are inserted for convenience only and shall not affect the
meaning or interpretation of this Agreement or such other Loan Document or any
provisions hereof or thereof.


                                      91-
<PAGE>   99
      SECTION 10.8. Execution in Counterparts, Effectiveness, etc. This
Agreement may be executed by the parties hereto in several counterparts, each of
which shall be executed by the Borrower and the Administrative Agent and be
deemed to be an original and all of which shall constitute together but one and
the same agreement. This Agreement shall become effective when counterparts
hereof executed on behalf of the Borrower, the Administrative Agent, the Issuer
and each Lender (or notice thereof satisfactory to the Administrative Agent)
shall have been received by the Administrative Agent and notice thereof shall
have been given by the Administrative Agent to the Borrower and each Lender.

      SECTION 10.9. Governing Law; Entire Agreement. THIS AGREEMENT, THE NOTES
AND EACH OTHER LOAN DOCUMENT SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER
AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. This Agreement, the
Notes and the other Loan Documents constitute the entire understanding among the
parties hereto with respect to the subject matter hereof and supersede any prior
agreements, written or oral, with respect thereto.

      SECTION 10.10. Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that:

            (a) the Borrower may not assign or transfer its rights or
      obligations hereunder without the prior written consent of all Lenders;
      and

            (b) the rights of sale, assignment and transfer of the Lenders are
      subject to Section 10.11.

      SECTION 10.11. Sale and Transfer of Loans and Note; Participations in
Loans and Note. Each Lender may assign, or sell participations in, its Loans and
Commitment to one or more other Persons in accordance with this Section 10.11.

      SECTION 10.11.1.  Assignments.  Any Lender,

            (a) with the written consents of the Borrower and the Administrative
      Agent (which consents shall not be unreasonably delayed or withheld and
      which consent, in the case of the Borrower, shall be deemed to have been
      given in the absence of a written notice delivered by the Borrower to the
      Administrative Agent, on or before the fifth Business Day after receipt by
      the Borrower of such Lender's request for consent, stating, in reasonable
      detail, the reasons why the Borrower proposes to withhold such consent
      (provided, that the failure to deliver such consent shall not be a
      "Default" for purposes of satisfying the conditions to Credit Extensions
      set forth in clause (d) of Section 5.2.1)) may at any time assign and
      delegate to one or more commercial banks or other financial institutions;


                                      92-
<PAGE>   100
            (b) with notice to the Borrower and the Administrative Agent, but
      without the consent of any Person, may (i) assign and delegate to any
      other Lender, and (ii) assign and/or delegate to any of its affiliates or
      Subsidiaries; and

            (c) with notice to the Administrative Agent, but without the consent
      of any Person, may pledge its Loans (and related rights thereto) to a
      Federal Reserve Bank in support of borrowings made by such Lender from
      such Federal Reserve Bank;

(each Person described in the foregoing clauses as being the Person to whom such
assignment and delegation is to be made, being hereinafter referred to as an
"Assignee Lender"), all or any fraction of such Lender's total Loans and
Commitment (which assignment and delegation shall be of a constant, and not a
varying, percentage of all the assigning Lender's Loans and Commitment) in a
minimum aggregate amount of $5,000,000 in the case of an assignment described in
clauses (a) and (b) of this Section 10.11.1 (such amount to be reduced pro rata
by any permanent reductions in the amount of the Commitment), or if less, all of
such Lender's Loans and Commitment; provided, however, that any such Assignee
Lender will comply, if applicable, with the provisions contained in the last
sentence of Section 4.6 and further, provided, that, the Borrower and the
Administrative Agent shall be entitled to continue to deal solely and directly
with such Lender in connection with the interests so assigned and delegated to
an Assignee Lender until

            (i) written notice of such assignment and delegation, together with
      payment instructions, addresses and related information with respect to
      such Assignee Lender, shall have been given to the Borrower and the
      Administrative Agent by such Lender and such Assignee Lender;

            (ii) the conditions precedent to such assignment have been satisfied
      or waived and such Assignee Lender shall have executed and delivered to
      the Borrower and the Administrative Agent a Lender Assignment Agreement,
      accepted by the Administrative Agent; and

            (iii) the processing fees described below shall have been paid.

From and after the date that the Administrative Agent accepts such Lender
Assignment Agreement, (x) the Assignee Lender thereunder shall be deemed
automatically to have become a party hereto and to the extent that rights and
obligations hereunder have been assigned and delegated to such Assignee Lender
in connection with such Lender Assignment Agreement, shall have the rights and
obligations of a Lender hereunder and under the other Loan Documents, and (y)
the assignor Lender, to the extent that rights and obligations hereunder have
been assigned and delegated by it in connection with such Lender Assignment
Agreement, shall be released from its obligations hereunder and under the other
Loan Documents. Within five Business Days after its receipt of notice that the
Administrative Agent has received an executed Lender Assignment Agreement, the
Borrower shall execute and deliver to the Administrative Agent (for


                                      93-
<PAGE>   101
delivery to the relevant Assignee Lender) a new Note evidencing such Assignee
Lender's assigned Loans and Commitment and, if the assignor Lender has retained
Loans and a Commitment hereunder, a replacement Note in the principal amount of
the Loans and Commitment retained by the assignor Lender hereunder (such Note to
be in exchange for, but not in payment of, that Note then held by such assignor
Lender). Each such Note shall be dated the date of the predecessor Note. The
assignor Lender shall mark the predecessor Note "exchanged" and deliver it to
the Borrower. Accrued interest on that part of the predecessor Note evidenced by
the new Note, and accrued fees, shall be paid as provided in the Lender
Assignment Agreement. Accrued interest on that part of the predecessor Note
evidenced by the replacement Note shall be paid to the assignor Lender. Accrued
interest and accrued fees shall be paid at the same time or times provided in
the predecessor Note and in this Agreement. Such assignor Lender or such
Assignee Lender must also pay a processing fee to the Administrative Agent upon
delivery of any Lender Assignment Agreement in the amount of $3,500 (provided,
however, that such processing fee shall not be required to be paid by a Lender
in the case of a pledge of such Lender's Loans to a Federal Reserve Bank
pursuant to clause (c) of Section 10.11.1. Any attempted assignment and
delegation not made in accordance with this Section 10.11.1 shall be null and
void.

      SECTION 10.11.2. Participations. Any Lender may at any time sell to one or
more commercial banks or other Persons (each of such commercial banks and other
Persons being herein called a "Participant") participating interests in any of
the Loans, its Commitment, or other interests of such Lender hereunder;
provided, however, that

            (a) no participation contemplated in this Section 10.11.2 shall
      relieve such Lender from its Commitment or its other obligations hereunder
      or under any other Loan Document;

            (b) such Lender shall remain solely responsible for the performance
      of its Commitment and such other obligations;

            (c) the Borrower and the Administrative Agent shall continue to deal
      solely and directly with such Lender in connection with such Lender's
      rights and obligations under this Agreement and each of the other Loan
      Documents;

            (d) no Participant, unless such Participant is an affiliate of such
      Lender, or is itself a Lender, shall be entitled to require such Lender to
      take or refrain from taking any action hereunder or under any other Loan
      Document, except that such Lender may agree with any Participant that such
      Lender will not, without such Participant's consent, take any actions of
      the type described in clause (b) or (c) of Section 10.1; and


                                      94-
<PAGE>   102
            (e) the Borrower shall not be required to pay any amount hereunder
      that is greater than the amount which it would have been required to pay
      had no participating interest been sold.

The Borrower acknowledges and agrees that, subject to clause (e) above, each
Participant, for purposes of Sections 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 10.3 and
10.4, shall be considered a Lender.

      SECTION 10.12. Confidentiality. Each Lender agrees to hold all non-public
information (which has been identified as such by the Borrower or is financial
in nature) obtained in connection with this Agreement in accordance with its
customary procedures for handling confidential information of this nature and in
accordance with safe and sound banking practices and in any event each Lender
may make disclosure to any of their examiners, affiliates, outside auditors,
counsel and other professional advisors in connection with this Agreement or as
reasonably required by any bona fide transferee, Participant or assignee of
Loans and Commitments or as required or requested by any governmental agency or
representative thereof or pursuant to legal process; provided, however, that

            (a) unless specifically prohibited by applicable law or court order,
      each Lender shall notify the Borrower of any request by any governmental
      agency or representative thereof (other than any such request in
      connection with an examination of the financial condition of such Lender
      by such governmental agency) for disclosure of any such non-public
      information prior to disclosure of such information;

            (b) prior to any such disclosure, each Lender shall require any such
      bona fide transferee, Participant and assignee receiving a disclosure of
      non-public information to agree in writing for the benefit of the Borrower

                  (1)  to be bound by the requirements above; and

                  (2) to require such person to require any other person to whom
            such person discloses such non-public information to be similarly
            bound by the requirements above; and

            (c) except as may be required by an order of a court of competent
      jurisdiction and to the extent set forth therein, no Lender shall be
      obligated or required to return any materials furnished by the Borrower or
      any Subsidiary.

      SECTION 10.13. Other Transactions. Nothing contained herein shall preclude
the Administrative Agent or any other Lender from engaging in any transaction,
in addition to those contemplated by this Agreement or any other Loan Document,
with the Borrower or any of its Affiliates in which the Borrower or such
Affiliate is not restricted hereby from engaging with any other Person.


                                      95-
<PAGE>   103
      SECTION 10.14. Forum Selection and Consent to Jurisdiction. ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE ISSUER,
THE LENDERS OR THE BORROWER SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE
COURTS OF THE CITY AND STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING
ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE
ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH
COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE BORROWER HEREBY EXPRESSLY AND
IRREVOCABLY, FOR ITSELF AND ITS PROPERTY, SUBMITS TO THE EXTENT PERMITTED BY
APPLICABLE LAW TO THE JURISDICTION OF THE COURTS OF THE CITY AND STATE OF NEW
YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY
AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH
LITIGATION. THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT
THE STATE OF NEW YORK. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR
HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY
SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

      SECTION 10.15. Waiver of Jury Trial. THE ADMINISTRATIVE AGENT, THE ISSUER,
THE LENDERS AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF


                                      96-
<PAGE>   104
SUCH AGENT, THE ISSUER, THE LENDERS OR THE BORROWER. THE BORROWER ACKNOWLEDGES
AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS
PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A
PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE
AGENT, THE ISSUER AND THE LENDERS ENTERING INTO THIS AGREEMENT AND EACH SUCH
OTHER LOAN DOCUMENT.


                                      97-
<PAGE>   105
      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.

                              HANDY & HARMAN


                              By:_________________________________________
                                  Name:
                                  Title:

                              Address: 250 Park Avenue
                                       New York, New York  10177

                              Facsimile No.: (914) 925-4498

                              Attention: Mr. Robert Burlinson
                                       Vice President and Treasurer


                              THE BANK OF NOVA SCOTIA,
                                 in its capacity as
                                 Administrative Agent and the Issuer



                              By:_________________________________________
                                  Name:
                                  Title:

                              Address: One Liberty Plaza
                                       New York, New York  10006

                              Facsimile No.:  212-225-5090

                              Attention: Mr. Brian Allen


                                      98-
<PAGE>   106
PERCENTAGE
----------
   11.50000%

                              THE BANK OF NOVA SCOTIA,
                                as a Lender



                              By:_________________________________________
                                  Name:
                                  Title:

                              Operations Contact:
                              The Bank of Nova Scotia
                              One Liberty Plaza
                              New York, New York 10006

                              Facsimile No.:    (212) 225-5090
                              Telephone No.:  (212) 225-5030

                              Attention:  Brian Allen
<PAGE>   107
PERCENTAGE
----------
   10.00000%
                              THE BANK OF NEW YORK



                              By:_________________________________________
                                  Name:
                                  Title:

                              Operations Contact:
                              The Bank of New York
                              One Wall Street
                              22nd Floor
                              New York, New York 10286

                              Facsimile No.:   (212) 635-6397
                              Telephone No.: (212) 635-6720

                              Attention: Ms. Rosa Leonard
<PAGE>   108
PERCENTAGE
----------
   10.00000%

                              BANK OF TOKYO-MITSUBISHI TRUST COMPANY



                              By:_________________________________________
                                  Name:
                                  Title:

                              Operations Contact:
                              Bank of Tokyo-Mitsubishi Trust Company
                              1251 Avenue of the Americas
                              New York, New York 10020

                              Facsimile No.:   (212) 766-3127
                              Telephone No.: (212) 766-3157

                              Attention: Mr. Rolando Uy
<PAGE>   109
PERCENTAGE
----------
   10.00000%

                              THE CHASE MANHATTAN BANK



                              By:_________________________________________
                                  Name:
                                  Title:

                              Operations Contact:
                              The Chase Manhattan Bank
                              One Chase Plaza
                              48th Floor  New York, New York 10081

                              Facsimile No.:   (212) 552-5662
                              Telephone No.: (212) 552-7402

                              Attention: Mr. Vito Cipriano
<PAGE>   110
PERCENTAGE
----------
    7.50000%
                              COMERICA BANK



                              By:_________________________________________
                                  Name:
                                  Title:

                              Operations Contact:
                              Comerica Bank
                              U.S. Banking East
                              500 Woodward Avenue
                              9th Floor, MC 3280
                              Detroit, MI  48275-3280

                              Facsimile No.:   (313) 222-3330
                              Telephone No.: (313) 222-3678

                              Attention: Diana M. Pascoe

                              Secondary Name:  Venus Moses

                              Facsimile No.:   (313) 222-3319
                              Telephone No.:  (313) 222-3330
<PAGE>   111
PERCENTAGE
----------
    5.00000%
                              DEN DANSKE BANK AKTIESELSKAB, CAYMAN
                                 ISLANDS BRANCH



                              By:_________________________________________
                                  Name:
                                  Title:


                              By:_________________________________________
                                  Name:
                                  Title:


                                  Operations Contact:
                                  Den Danske Bank, New York Branch
                                  280 Park Avenue
                                  4th Floor East Building
                                  New York, New York 10017

                                  Facsimile No.:   (212) 490-0252
                                  Telephone No.: (212) 984-8462

                                  Attention:  Loan Administration
<PAGE>   112
PERCENTAGE
----------
    5.00000%

                              FIRST UNION NATIONAL BANK



                              By:_________________________________________
                                  Name:
                                  Title:

                              Operations Contact:
                              First Union National Bank
                              50 Main Street
                              White Plains, New York 10606

                              Facsimile No.:   (914) 286-5001
                              Telephone No.: (914) 286-5035

                              Attention: Barbara Telesha
<PAGE>   113
PERCENTAGE
----------
   10.00000%

                              FLEET PRECIOUS METALS



                              By:_________________________________________
                                  Name:
                                  Title:

                              Operations Contact:
                              Fleet Precious Metals
                              111 Westminster Street
                              Providence, Rhode Island 02903

                              Facsimile No.:   (401) 272-3440
                              Telephone No.: (401) 278-5785

                              Attention: David Deuel
<PAGE>   114
PERCENTAGE
----------
    7.00000%
                              KEYBANK NATIONAL ASSOCIATION



                              By:_________________________________________
                                  Name:
                                  Title:

                              Operations Contact:
                              KeyBank National Association
                              127 Public Square
                              Cleveland, OH  44114

                              Facsimile No.:   (216)689-4981
                              Telephone No.: (216) 680-0206

                              Attention: Loree Kuttler
<PAGE>   115
PERCENTAGE
----------
    7.50000%
                              THE LONG TERM CREDIT BANK OF JAPAN,
                                 LIMITED



                              By:_________________________________________
                                  Name:
                                  Title:

                              Operations Contact:
                              165 Broadway
                              49th Floor
                              New York, New York 10006

                              Facsimile No.:   (212) 608-2371
                              Telephone No.: (212) 335-4801

                              Attention: Robert Pacifici
<PAGE>   116
PERCENTAGE
----------
    9.00000%
                              NATIONSBANK, N.A.



                              By:_________________________________________
                                  Name:
                                  Title:

                              Operations Contact:
                              101 N. Tryon Street
                              15th Floor
                              Charlotte, North Carolina 28255

                              Facsimile No.:   (704) 386-8694
                              Telephone No.: (704) 386-8389

                              Attention: Carole Greene
<PAGE>   117
PERCENTAGE
----------
    7.50000%
                             PNC BANK, NATIONAL ASSOCIATION



                             By:_________________________________________
                                 Name:
                                 Title:

                             Operations Contact:
                             249 Fifth Avenue, One PNC Plaza
                             PI-POPP-02-04, 2nd Floor
                             Pittsburgh, PA 15222-2707

                             Facsimile No.:   (412) 768-4586
                             Telephone No.:  (412) 768-8219

                             Attention: Hillary Guttman
<PAGE>   118
                                                                    SCHEDULE I


                               DISCLOSURE SCHEDULE


ITEM 1.        Existing Letters of Credit.

               Stated Amount                    Beneficiary



ITEM 5.13      Indebtedness to be Paid or Replaced.

               All amounts outstanding and payable under the Existing
               Agreements.


ITEM 6.7       Litigation.

               Description of Proceeding        Action or Claim Sought



ITEM 6.8       Existing Restricted Subsidiaries.


<TABLE>
<CAPTION>
                                          STATE OF         OWNERSHIP
                       NAME            INCORPORATION            %            BUSINESS DESCRIPTION
               -------------------     -------------       ----------        --------------------
<S>                                    <C>                 <C>               <C>

</TABLE>


               Existing Unrestricted Subsidiaries


<TABLE>
<CAPTION>
                                          STATE OF         OWNERSHIP
                       NAME            INCORPORATION            %            BUSINESS DESCRIPTION
               -------------------     -------------       ----------        --------------------
<S>                                    <C>                 <C>               <C>

</TABLE>



ITEM 6.11      Employee Benefit Plans.
<PAGE>   119
ITEM 6.12      Environmental Matters.


ITEM 7.2.3(a)  Existing Liens Securing Ongoing Debt.


               Creditor                         Outstanding Principal Amount
               --------                         ----------------------------




ITEM 7.2.7     Pension-Related Services Provided by Affiliates


                                     2-