<PAGE>   1


                          LOAN AND SECURITY AGREEMENT


                  THIS LOAN AND SECURITY AGREEMENT is entered into as of April
14, 2000, among each of the entities identified as a Borrower on Schedule 1
(each a "Borrower," and collectively the "Borrowers"), each of the financial
institutions identified as a Lender on Schedule 2 (together with each of their
respective direct and indirect successors and assigns, each, a "Lender," and
collectively, the "Lenders"), and TRANSAMERICA BUSINESS CREDIT CORPORATION, a
Delaware corporation having its principal office at 9399 West Higgins Road,
Suite 600, Rosemont, Illinois 60018 and having an office at 555 Theodore Fremd
Avenue, Rye, New York 10580 (the "Agent").

                              W I T N E S S E T H :

                  WHEREAS, the Borrowers wish to obtain a revolving credit and
letter of credit facility to refinance existing short-term indebtedness, to
finance acquisitions by GPI (as defined below) and the Borrowers, and for
general working capital purposes; and

                  WHEREAS, upon the terms and subject to the conditions set
forth herein, the Lenders are willing to make loans and other extensions of
credit to the Borrowers.

                  NOW, THEREFORE, the Borrowers, the Lenders and the Agent
hereby agree as follows:

                                   ARTICLE I.

                                  DEFINITIONS


                  SECTION 1.1. General Definitions. As used herein, the
following terms shall have the meanings herein specified (to be equally
applicable to both the singular and plural forms of the terms defined):

                  "Acquisition" means the acquisition of a majority of the stock
or partnership or other equity interests of a Person or of all or substantially
all of the assets of a Person or any division, business or line of business of a
Person.

                  "Adjusted Earnings" means, for any period, with respect to GPI
and its Subsidiaries on a consolidated basis (i) net income (as that term is
determined in accordance with GAAP) for such period, plus (ii) the amount of
depreciation and

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amortization of fixed and intangible assets deducted in determining such net
income for such period, plus (iii) all interest and fees for the use of money or
the availability of money, including commitment, facility and like fees and
charges upon Indebtedness (including Indebtedness to the Lenders) paid or
payable during such period, plus (iv) all tax liabilities paid or accrued during
such period, less (v) the amount of all gains (or plus the amount of all losses)
realized during such period upon the sale or other disposition of property or
assets that are sold or otherwise disposed of outside the ordinary course of
business that are included in the calculation of net income for such period,
plus (vi) any losses (or less any gains) relating to the write-off or
restructuring of the Borrowers' and their Subsidiaries' Investments in, and
manufacturing arrangement with, OCTL during such period, plus (vii) any
non-recurring unusual or extraordinary losses (as classified in accordance with
GAAP) (or less any such gains) included in the calculation of net income for
such period, plus (viii) any non-cash compensation expense included in the
calculation of net income for such period, plus (ix) all cash dividends and
other distributions received from Voest-Alpine during such period on account of
its Capital Stock.

                  "Administrative Borrower" means Grant Prideco, LP or any other
Borrower agreed to in writing by the Borrowers and the Agent from time to time,
acting in its capacity as agent for the Borrowers under Section 11.11.

                  "Advance" means a Base Rate Advance, a Prime Rate Advance or a
LIBOR Rate Advance.

                  "Affiliate" means, as to any Person, any other Person who
directly or indirectly controls, is under common control with, is controlled by
or is a director or officer of such Person. As used in this definition,
"control" (including its correlative meanings, "controlled by" and "under common
control with") means possession, directly or indirectly, of the power to direct
or cause the direction of management or policies (whether through ownership of
voting securities or partnership or other ownership interests, by contract or
otherwise), provided that, in any event, any Person who owns directly or
indirectly twenty percent (20%) or more of the securities having ordinary voting
power for the election of the members of the board of directors or other
governing body of a corporation or twenty percent (20%) or more of the
partnership or other ownership interests of any other Person (other than as a
limited partner of such other Person) will be deemed to control such
corporation, partnership or other Person. Notwithstanding the foregoing, (i)
Weatherford International, Inc. and its Subsidiaries shall not be deemed to be
Affiliates of the Borrowers or their Subsidiaries and (ii) any corporation,
partnership or other entity (excluding the Borrowers, the Guarantors and their
Subsidiaries) upon which members of GPI's Board of Directors serve as officers
or directors shall not be deemed to be an Affiliate of the Borrowers or their
Subsidiaries solely as a result thereof.


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                  "Agent's Cdn. Payment Account" means the account of the
Agent's Affiliate, Transamerica Commercial Finance Corporation, Canada at Bank
of Montreal in Toronto, Ontario, Canada, account number 1365-850 or such other
account of the Agent or one of its Affiliates in Canada as the Agent may from
time to time designate to the Administrative Borrower and the Lenders.

                  "Agent's U.S. Payment Account" means the account of the Agent
at Bank One, N.A. in Chicago, Illinois, account number 52-97184 or such other
account of the Agent or one of its Affiliates in the United States as the Agent
may from time to time designate in writing to the Administrative Borrower and
the Lenders.

                  "Agents" means the Agent and the Cdn. Agent.

                  "Agreement" means this Loan and Security Agreement, as
amended, supplemented or otherwise modified from time to time.

                  "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and its assignee, and accepted by the Agent and in
substantially the form of Exhibit D.

                  "Auditors" means a nationally recognized firm of independent
public accountants selected by the Administrative Borrower and reasonably
satisfactory to the Agent.

                  "Availability Reserve" means, with respect to the Borrowers,
the sum of (i) three months' rental or storage payments on all leased premises
and warehouse locations (where Collateral is stored from time to time) of the
Borrowers for which the Borrowers have not delivered to the Agent a Collateral
Access Agreement, provided that such sum shall be adjusted from time to time
hereafter upon (A) delivery to the Agent of any such Collateral Access
Agreement, (B) the addition of a lease or warehouse location or the removal of
all Collateral therefrom or (C) any change in rental payments or storage charges
for any such location, and (ii) an amount equal to any and all past-due rent and
storage charges with respect to all lease or warehouse locations at which
Collateral may be located, provided that the Borrowers shall promptly advise the
Agent of all such amounts and, upon request by the Agent, provide a report to
the Agent with respect thereto.

                  "Average Life" means, as of the date of determination, with
reference to any Indebtedness, the quotient obtained by dividing (i) the sum of
the products of the number of years from the date of determination to the dates
of each successive scheduled principal payment of such Indebtedness multiplied
by the amount of such principal payment by (ii) the sum of all such principal
payments.


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                  "Bankruptcy Code" means (i) Title 11 of the United States Code
entitled "Bankruptcy," or (ii) the Bankruptcy and Insolvency Act of Canada, as
either may be amended from time to time, or any successor statute.

                  "Base Rate" means the higher of (i) the prime, base or
equivalent rate of interest publicly announced from time to time by Citibank,
N.A. (which may not be the lowest rate of interest charged by Citibank, N.A.)
and (ii) the published annualized rate for 90-day dealer commercial paper that
appears in the "Money Rates" section of The Wall Street Journal.

                  "Base Rate Advance" means an Advance that bears interest as
provided in Section 4.1(a).

                  "Blocked Account" has the meaning specified in Section 2.6(a).

                  "Blocked Account Agreement" means an agreement entered into by
the Cdn. Borrower, the Cdn. Agent and the Blocked Account Bank in substantially
the form of Exhibit J, as amended, supplemented or otherwise modified from time
to time.

                  "Blocked Account Bank" means The Bank of Nova Scotia or any
successor or other bank acceptable to the Agent to act as such.

                  "Borrowing" means any single Borrowing of Loans from the
Lenders under Section 2.1(a) or (b).

                  "Borrowing Base Certificate" has the meaning specified in
Section 7.1(k)(v).

                  "Borrowing Date" means the date on which a Borrowing is
obtained.

                  "Business Day" means any day other than a Saturday, a Sunday
or any other day on which commercial banks in New York, New York or Chicago,
Illinois are required or permitted by law to close. When used in connection with
any (i) LIBOR Rate Advance, a Business Day shall also exclude any day on which
commercial banks are not open for dealings in Dollar deposits in the London
interbank market or (ii) Prime Rate Advance, a Business Day shall also exclude
any day on which Canadian chartered banks in Toronto, Ontario, and Edmonton,
Alberta, Canada are required or permitted by law to close.

                  "Business Plan" means a business plan of GPI and its
Subsidiaries, consisting of consolidated and consolidating by


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operating division (and, with respect to each business plan delivered to the
Agent after the Closing Date, consolidating by legal entity) projected balance
sheets, related cash flow statements and related profit and loss statements, and
availability forecasts, together with appropriate supporting details and a
statement of the underlying assumptions, which covers a one-year period and
which presents amounts on a monthly basis.

                  "Capital Expenditures" means expenditures (but excluding
acquisitions of businesses (whether through the acquisition of all or
substantially all of the assets or all or substantially all of the Capital
Stock) of third parties) for any fixed assets or improvements, replacements,
substitutions or additions thereto which have a useful life of more than one
year, (but excluding purchases of up to US$1,000,000 in any calendar year of
computer hardware with a useful life of less than two years) and shall include
all commitments and payments in respect of Capitalized Lease Obligations and
leasehold improvements.

                  "Capitalized Lease Obligations" means any rental obligation
which, under GAAP, is or will be required to be capitalized on the books of the
lessee, taken at the amount thereof accounted for as indebtedness (net of
interest expense) in accordance with GAAP.

                  "Capital Stock" means, with respect to any Person, any and all
shares, interests, rights to purchase, warrants, options, participations or
other equivalents (however designated) of such Person's equity, including all
common stock and preferred stock, any limited or general partnership interest
and any limited liability company membership interest.

                  "Cash Equivalents" means (i) securities issued, guaranteed or
insured by the United States or, with respect to Investments by the Cdn.
Borrower, Canada or any of its agencies with maturities of not more than one
year from the date acquired; (ii) certificates of deposit with maturities of not
more than one year from the date acquired, issued by (A) the Agent or its
Affiliates; (B) any U.S. federal or state chartered commercial bank of
recognized standing which has capital and unimpaired surplus in excess of
US$500,000,000; (C) any bank or its holding company that has a short-term
commercial paper rating of at least A-1 or the equivalent by Standard & Poor's
Ratings Services or at least P-1 or the equivalent by Moody's Investors Service,
Inc.; or (D) with respect to Investments by a Foreign Subsidiary or a Cdn.
Subsidiary, a bank or trust company organized under the laws of any jurisdiction
other than the United States or any state thereof whose commercial paper is
rated at least A-1 or the equivalent by Standard & Poor's Rating Group or at
least P-1 or the equivalent by Moody's Investors Service, Inc.; (iii) repurchase
agreements and reverse repurchase agreements


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with terms of not more than seven days from the date acquired, for securities of
the type described in clause (i) above and entered into only with commercial
banks having the qualifications described in clause (ii) above or such other
financial institutions with a short-term commercial paper rating of at least A-1
or the equivalent by Standard & Poor's Ratings Services or at least P-1 or the
equivalent by Moody's Investors Service, Inc.; (iv) commercial paper, other than
commercial paper issued by a Borrower or any of its Affiliates, issued by any
Person incorporated under the laws of the United States or any state thereof and
rated at least A-1 or the equivalent thereof by Standard & Poor's Ratings
Services or at least P-1 or the equivalent thereof by Moody's Investors Service,
Inc., in each case with maturities of not more than one year from the date
acquired; (v) investments in money market funds registered under the Investment
Company Act of 1940, which have net assets of at least US$500,000,000 and at
least eighty-five percent (85%) of whose assets consist of securities and other
obligations of the type described in clauses (i) through (iv) above; (vi)
Investments by Foreign Subsidiaries or Cdn. Subsidiaries in short-term
investments, in connection with the cash management programs of GPI and its
Subsidiaries; (vii) deposit accounts (A) in a bank or trust company organized
under the laws of the United States or any state thereof having capital surplus
and undivided profits aggregating at least US$500,000,000 and whose commercial
paper (or that of the holding company with which such bank or trust company is
affiliated) is rated A-1 or better by Standard & Poor's Rating Group or P-1 or
better by Moody's Investors Service, Inc., (B) with respect to a Foreign
Subsidiary or Cdn. Subsidiary, in a bank organized under laws other than those
of the United States or any state thereof, in currencies other than U.S.
Dollars, which bank provides working capital, operating accounts or similar
services to such Foreign Subsidiary or Cdn. Subsidiary at such Bank, and (C) in
a bank organized under the laws of the United States or any state thereof not
included in the descriptions in clauses (A) or (B) above, so long as the
aggregate amount on deposit in all such banks by the Borrowers and their
Subsidiaries does not exceed US$2,500,000 in the aggregate; (viii) Investments
in eurodollars not in excess of US$10,000,000 in the aggregate at any one time
outstanding, issued by any bank or trust company having capital surplus and
undivided profits aggregating at least US$500,000,000 and whose long term
certificates of deposit are, at the time of acquisition thereof by any Borrower
or its Subsidiary, rated A-1 or better by Standard & Poor's Ratings Group or P-1
or better by Moody's Invest or Service, Inc.; (ix) other instruments, commercial
paper or investments acceptable to the Agent in its sole discretion; and (x)
Canadian bankers acceptances.

                  "Cdn. Agent" means Transamerica Commercial Finance
Corporation, Canada, a Canadian corporation.


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                  "Cdn. Borrower" means Grant Prideco Canada Ltd., an Alberta
corporation.

                  "Cdn. Borrower's Account" means, collectively, the accounts
maintained by the Cdn. Borrower at The Bank of Nova Scotia in Edmonton, Alberta,
Canada, account number 90019 00326 11 for Cdn. Dollar deposits and account
number 90019 86403 19 for U.S. Dollar deposits, or such other account which the
Cdn. Borrower may designate to the Agent from time to time.

                  "Cdn. Borrowing Base" has the meaning specified in Section
2.1(b).

                  "Cdn. Dollars" and "Cdn.$" means lawful currency of Canada.

                  "Cdn. Lenders" means Lenders specified as such in Schedule 2
to this Agreement, together with each other Person which from time to time
becomes a party to this Agreement and a Lender to the Cdn. Borrower under this
Agreement.

                  "Cdn. Letter of Credit" means a Letter of Credit issued for
the account of the Cdn. Borrower.

                  "Cdn. Loans" has the meaning specified in Section 2.1(b).

                  "Cdn. Note" has the meaning specified in Section 2.1(e).

                  "Cdn. Subsidiary" means the Cdn. Borrower and each other
Subsidiary of GPI formed under the laws of Canada or any province thereof.

                  "CDOR" means, for any day the rate that appears on the Reuters
Screen CDOR page as of at 10:00 A.M. (Toronto time) on such day (or, if such day
is not a Business Day, as of 10:00 A.M. (Toronto time) on the next preceding
Business Day).

                  "Closing Date" means the date of execution and delivery of
this Agreement.

                  "Code" has the meaning specified in Section 1.3.

                  "Collateral" means all Receivables, Inventory and Equipment of
the Borrowers and all other collateral specified in this Agreement, the Security
Agreement and the other Security Documents.

                  "Collateral Access Agreements" means landlord waivers,
mortgagee waivers, bailee letters or similar acknowledgments of any lessor,
warehouseman or processor in possession of any Collateral or on whose property
any Collateral is located, substantially in the form of Exhibit L-1 or Exhibit
L-2.


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                  "Collateralization" and "Collateralize" each means, with
respect to any Letter of Credit, the deposit by the Borrowers in a cash
collateral account established and controlled by or on behalf of the Agent of an
amount equal to 105% of the undrawn amount of such Letter of Credit.

                  "Collections" means all cash, funds, checks, notes,
instruments, any other form of remittance tendered by account debtors in respect
of payment of Receivables of the Borrowers and any other payments received by
the Loan Parties with respect to any Collateral.

                  "Commitment" means, with respect to any Lender, its commitment
to make U.S. Loans or Cdn. Loans, as the case may be, and to participate in U.S.
Letters of Credit or Cdn. Letters of Credit, as the case may be, up to the
amount set forth opposite its name on Schedule 2 as such Schedule 2 may be
amended, supplemented or otherwise modified from time to time.

                  "Compliance Certificate" has the meaning specified in Section
7.1(k)(iii).

                  "Contingent Obligation" means any direct, indirect, contingent
or non-contingent guaranty or obligation for the Indebtedness of another Person,
except endorsements in the ordinary course of business.

                  "Continuation" has the meaning specified in Section 2.2(b).

                  "Contribution Agreement" means the contribution, subrogation
and indemnity agreement among the Guarantors, substantially in the form of
Exhibit G, as amended, supplemented or otherwise modified from time to time.

                  "Convert," "Conversion" and "Converted" each refers to
conversion of Advances of one Type into Advances of another Type pursuant to
Section 2.2(c).

                  "Default" means any of the events specified in Section 9.1,
whether or not any of the requirements for the giving of notice, the lapse of
time, or both, or any other condition, has been satisfied.

                  "Defaulting Lender" has the meaning specified in Section
2.9(a).

                  "Designated Affiliate" means (i) GPI, (ii) each Guarantor and
(iii) each other Subsidiary of GPI that has or had


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a net worth as determined in accordance with GAAP of more than US$1,000,000 or
annual revenues in excess of US$5,000,000 in each case in or for the fiscal year
of determination (including on an annualized basis for the current year in the
case of revenues) or in or for any of the immediately three preceding fiscal
years.

                  "Disqualified Stock" means any Capital Stock of Subsidiaries
that, by its terms (or by the terms of any security into which it is convertible
or for which it is exercisable, redeemable or exchangeable), or upon the
happening of any event or with the passage of time, matures, or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof, in whole or in part, in each case on, or
prior to, the Expiration Date, or is convertible into or is exchangeable for
debt securities of GPI or any of its Subsidiaries.

                  "Effective Date" means the date on which all of the conditions
specified in Section 5.1 shall have been satisfied.

                  "Eligible Assignee" means (i) a Lender or any Affiliate
thereof; (ii) a commercial bank organized or licensed under the laws of the
United States or a state thereof in the case of an assignment by a U.S. Lender,
or under the laws of Canada or a province thereof in the case of an assignment
by a Cdn. Lender, in each case having total assets in excess of
US$1,000,000,000; (iii) a finance company, insurance company or other financial
institution or fund, which is regularly engaged in making, purchasing or
investing in loans and having total assets in excess of US$1,000,000,000; or
(iv) a savings and loan association or savings bank organized under the laws of
the United States or a state thereof in the case of an assignment by a U.S.
Lender, or under the laws of Canada or a province thereof in the case of an
assignment by a Cdn. Lender, in each case which has a net worth, determined in
accordance with GAAP, in excess of US$500,000,000; provided, however, that (A)
neither a Loan Party nor an Affiliate of a Loan Party shall qualify as an
Eligible Assignee, (B) each Eligible Assignee under clauses (ii) through (iv)
hereof shall be reasonably acceptable to and subject to the consent of the Agent
and, so long as no Default or Event of Default has occurred and is continuing,
the Administrative Borrower, which consent of the Administrative Borrower, if
required, shall not be unreasonably withheld or delayed, (C) each of the
financial institutions specified in Schedule 4 and its Affiliates shall be
deemed an Eligible Assignee, (D) nothing herein shall restrict or require the
consent of any Person to the pledge by any U.S. Lender of all or any portion of
its rights and interests under this Agreement, its U.S. Note or any other Loan
Document to any Federal Reserve Bank in accordance with Regulation A of the
Board of Governors of the Federal Reserve System or U.S. Treasury Regulation 31
CFR 203.14, and such Federal Reserve Bank may enforce such pledge in any manner


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permitted by applicable law and (E) no Person that would be subject to interest
withholding obligations on account of any payment by any Borrower of interest on
the Obligations under the income tax laws of the United States, with respect to
any assignment by a U.S. Lender, or under the tax laws of Canada, with respect
to an assignment by a Cdn. Lender, shall constitute an Eligible Assignee.

                  "Eligible Inventory" means only such Inventory of a Borrower
located in the United States, or, in the case of the Cdn. Borrower, Canada
consisting of raw materials, work in process the marketability of which is
satisfactory to the Agent, or finished goods, which is free from any claim of
title or Lien in favor of any Person (other than Liens in favor of the Agent or
Permitted Liens) and with respect to which no event has occurred and no
condition exists which could be reasonably expected to impair substantially such
Borrower's ability to use or sell such Inventory in the ordinary course of its
business and which the Agent, in its reasonable discretion, shall deem eligible
to serve as collateral for Advances, based on such considerations as the Agent
may deem appropriate from time to time and less any such reserves as the Agent,
in its reasonable discretion, may require, including, without limitation,
reserves for special order goods for a specific customer that the Agent
determines cannot reasonably be expected to be marketed and sold in the ordinary
course of the Borrowers' business. No Inventory of a Borrower shall be Eligible
Inventory unless the Agent (or the Cdn. Agent, as the case may be) has a
perfected first priority Lien thereon. The value of Eligible Inventory shall be
computed at the lower of cost (computed on a "first in, first out" basis) or
market. Any Inventory of a Borrower that is not in the control or possession of
such Borrower and is covered by a warehouse receipt, a bill of lading or other
document of title shall in no event be Eligible Inventory unless such warehouse
receipt, bill of lading or document of title is in the name of or held by the
Agent. No Inventory of a Borrower shall be Eligible Inventory unless (i) it is
located on property owned by such Borrower; or (ii) (A) it is either located on
property leased by such Borrower or in a contract warehouse or on the premises
of a third party processor which is subject to a Collateral Access Agreement
executed by the mortgagee, lessor, contract warehouseman or processor, as the
case may be, and segregated or otherwise separately identifiable from goods of
others, if any, stored on the premises, provided that, in the case that
Inventory is located on the premises of such a third party processor which is
not the subject of a Collateral Access Agreement, the Agent may, in its sole
discretion, allow the inclusion of such Inventory in the calculation of Eligible
Inventory, provided that such Inventory is the subject of an adequate reserve
(which will reduce the amount of Inventory available for such calculation) to be
determined in the Agent's sole discretion, or (B) in the case of lease or
warehouse premises, it is the subject of an Availability


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<PAGE>   11


Reserve, the amount of which is subtracted from the value of Eligible Inventory
so as to account for Inventory located on such lease or warehouse premises for
which there is no Collateral Access Agreement. No Inventory of a Borrower shall
be Eligible Inventory if it is in transit or it is consigned to or from such
Borrower. In addition, and without limitation of the foregoing, the Agent may
treat any Inventory as ineligible if:

                  (a) it is not owned solely by a Borrower or a Borrower does
not have sole and good, valid and marketable title thereto; or

                  (b) it is packing or shipping materials or maintenance
supplies; or

                  (c) it is goods returned or rejected by a Borrower's customer
for any reason that the Agent reasonably determines makes such goods
non-saleable in the ordinary course of such Borrower's business; or

                  (d) it (i) is excess (as so reserved by a Borrower from time
to time or as otherwise reasonably determined by the Agent) or (ii) is obsolete,
defective, damaged, slow moving or unmerchantable, or (iii) is samples or
Inventory on hand which is used for promotional and other sales activities, or
(iv) does not otherwise conform to the representations and warranties contained
in the Loan Documents in any material respect; or

                  (e) it is repossessed, attached, seized, made subject to a
writ or distress warrant, levied upon or brought within the possession of any
receiver, trustee, custodian or assignee for the benefit of creditors; or

                  (f) it is goods acquired by a Borrower in or as part of a
"bulk" transfer or sale of assets and such acquisition is not consummated in the
ordinary course of business unless such Borrower has complied with all
applicable bulk sales or bulk transfer laws in connection with such acquisition.

                  "Eligible Receivables" means and includes only those unpaid
Receivables of a Borrower, without duplication, which (i) arise out of a bona
fide sale of goods of the kind ordinarily sold by such Borrower in the ordinary
course of its business, (ii) are made to a Person competent to contract therefor
who is not an Affiliate of such Borrower and is not controlled by an Affiliate
of such Borrower, (iii) are not subject to renegotiation or redating and (iv)
are free and clear of any Lien in favor of any Person other than Liens in favor
of the Agent or the Cdn. Agent and Liens permitted under Section 7.2(i). No
Receivable of a Borrower shall be an Eligible Receivable unless the Agent (or
the Cdn. Agent, as the case may be) has a perfected first priority Lien thereon.
No Receivable of a Borrower shall

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<PAGE>   12


be an Eligible Receivable if it is more than 120 days past the date of the
original invoice therefor or more than sixty days past the due date. No
Receivable of a Borrower shall be an Eligible Receivable unless the delivery of
the goods giving rise to such Receivable has been completed (it being understood
that delivery is deemed completed once such goods are delivered to the place of
delivery where title passes). The Agent may treat any Receivable as ineligible
if:

                  (a) any warranty contained in this Agreement or in any other
Loan Document with respect to such Receivable or in any assignment or statement
of warranties or representations relating to such Receivable delivered by a
Borrower to the Agent has been breached or is untrue in any material respect; or

                  (b) the account debtor or any Affiliate of the account debtor
has disputed liability, has or has asserted a right of setoff or has made any
claim with respect to any other Receivable due from such account debtor or
Affiliate to a Borrower, in each case to the extent of the amount of such
dispute or claim or the amount of such actual or asserted right of setoff, as
the case may be; or

                  (c) the account debtor or any of its assets or any Material
Affiliate of the account debtor is the subject of an Insolvency Event or, in the
reasonable discretion of the Agent, is likely to become the subject of an
Insolvency Event; or

                  (d) the account debtor or any Material Affiliate of the
account debtor has called a meeting of its creditors to obtain any general
financial accommodation; or

                  (e) the account debtor is also a supplier to or creditor of a
Borrower, to the extent of the aggregate amount owed by such Borrower to the
account debtor; or

                  (f) the sale is to an account debtor outside the United
States, or, in the case of an account debtor of the Cdn. Borrower, outside of
Canada and the United States unless it is on letter of credit, acceptance or
other terms acceptable to the Agent or the account debtor is specified in
Schedule 5 or has a credit rating acceptable to the Agent; or

                  (g) 50% or more of the aggregate Receivables owed to the
Borrowers by the account debtor and the Affiliates of such account debtor whose
Receivables are not rendered ineligible under clause (f) hereof are unpaid more
than 120 days past the date of the original invoices therefor; or

                  (h) the account debtor is the United States or any department,
agency or instrumentality thereof, unless the applicable Borrower assigns its
right to payment under such


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<PAGE>   13


account to the Agent as collateral hereunder in full compliance with (including,
without limitation, the filing of a written notice of the assignment and a copy
of the assignment with, and receipt of acknowledgment thereof by, the
appropriate contracting and disbursing offices pursuant to) the Assignment of
Claims Act of 1940, as amended (31 U.S.C. Sections 203, 3727; 41 U.S.C. Section
15); or

                  (i) the Agent believes, in its reasonable discretion, that
collection of such Receivable is insecure or that such Receivable may not be
paid by reason of the account debtor's inability or unwillingness to pay.

                  "Environmental Laws" means all federal, state, provincial and
local statutes, laws, rulings, regulations or final and enforceable
governmental, administrative or judicial policies, directives, orders or
interpretations applicable to the business or property of a Person relating to
prevention of pollution or protection of human health or the environment
(including, without limitation, ambient air, surface water, ground water, land
surface or subsurface strata) including, without limitation, laws and
regulations relating to emissions, discharges, releases or threatened releases
of Hazardous Materials, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of any
Hazardous Materials.

                  "Equipment" means all machinery, equipment, furniture,
fixtures, leasehold improvements, conveyors, tools, materials, storage and
handling equipment, hydraulic presses, cutting equipment, computer equipment and
hardware, including central processing units, terminals, drives, memory units,
printers, keyboards, screens, peripherals and input or output devices, molds,
dies, stamps, and other equipment of every kind and nature and wherever situated
now or hereafter owned by a Person or in which a Person may have any interest as
lessee or otherwise (to the extent of such interest), together with all
additions and accessions thereto, all replacements and all accessories and parts
therefor, all manuals, blueprints, know-how, warranties and records in
connection therewith and all rights against suppliers, warrantors,
manufacturers, and sellers or others in connection therewith, together with all
substitutes for any of the foregoing.

                  "Equivalent Amount" means, with respect to any two currencies,
the amount obtained in one such currency when an amount in the other currency is
translated into the first currency using the spot wholesale transactions buying
rate of the Bank of Canada for the purchase of the applicable amount of the
first currency with the other currency in effect as of 12:00 noon in the place
where such translation occurs on the Business Day with respect to which such
computation is required for the purpose of this Agreement or, in the absence of
such a buying rate on such date, using such other rate as the Agent may
reasonably select.


                                      -13-
<PAGE>   14


                  "ERISA" means the Employee Retirement Income Security Act of
1974, 29 U.S.C. Sections 1000 et seq., amendments thereto, successor statutes,
and regulations or guidelines promulgated thereunder.

                  "ERISA Affiliate" means any entity required to be aggregated
with a Borrower under Section 414(b), (c), (m) or (o) of the Internal Revenue
Code.

                  "Event of Default" means the occurrence of any of the events
specified in Section 9.1.

                  "Excess Cash Flow" means, for any period, with respect to GPI
and its Subsidiaries on a consolidated basis (i) Adjusted Earnings, less (ii)
all Capital Expenditures paid during such period other than with proceeds of
Indebtedness (other than proceeds of the Loans) or Net Cash Proceeds, less (iii)
all principal amounts of Indebtedness paid during such period other than
payments on account of Indebtedness owed to the Lenders and payments made using
Net Cash Proceeds or proceeds of Permitted Refinancing Indebtedness, less (iv)
all interest and fees for the use of money or availability of money, including
commitment, facility and like fees and charges upon Indebtedness (including
Indebtedness to the Lenders) paid during such period, less (v) all Restricted
Payments (to the extent permitted under this Agreement) made during such period
other than Restricted Payments that were made during such period (A) using
Qualified Capital Stock, (B) using proceeds of Permitted Subordinated
Indebtedness and (C) as purchases of Capital Stock of GPI relating to Grant
Prideco, Inc. Executive Deferred Compensation Plans or employee benefit plans
for tax withholding or pursuant to the cashless exercise of stock options or
warrants in connection with customary employee compensation programs.

                  "Expiration Date" means the earliest of (i) April 14, 2003, as
such date may be extended from time to time under Section 2.7, (ii) the date on
which all or any part of the principal amount of the Subordinated Note becomes
due and payable and (iii) the date of termination of the Commitments.

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


                                      -14-
<PAGE>   15


                  "Federal Reserve Board" means the Board of Governors of the
Federal Reserve System or any Person succeeding to the functions thereof.

                  "Financial Covenants" means the covenants set forth in Article
VIII.

                  "Financial Statements" means, with respect to GPI and its
Subsidiaries on a consolidated and consolidating (by operating division and,
with respect to all periods ending more than six months after the Closing Date,
by legal entity) basis, the balance sheets, profit and loss statements and
statements of cash flow for the period specified, prepared in accordance with
GAAP and consistent with prior practices.

                  "Fixed Charge Coverage Ratio" means (without duplication),
with respect to GPI and its Subsidiaries for each consecutive twelve-month
period (or, until the first anniversary of the Closing Date, the applicable
three, six, or nine-month period) ending with the last month of the then most
recent fiscal quarter for which Financial Statements are required to be
delivered to the Agent under Section 7.1(k)(iii) as of the date of determination
thereof (after giving effect on a pro forma basis to any Acquisition consummated
during or after the end of such most recent fiscal quarter in accordance with
GAAP), the ratio of (i) (A) Adjusted Earnings for such period, plus (B) 50% of
all Net Cash Proceeds received during such period, less (C) all Capital
Expenditures paid or payable during such period other than with the proceeds of
Indebtedness (other than proceeds of the Loans) or Net Cash Proceeds (to the
extent such Net Cash Proceeds are not included in clause (i)(B) above), less (D)
all tax liabilities paid during such period to (ii) (A) all principal amounts of
Indebtedness scheduled or required to be repaid by GPI or any of its
Subsidiaries during such period (other than repayments made with Net Cash
Proceeds (to the extent such Net Cash Proceeds are not included in clause (i)(B)
or (C) above) and with proceeds of Permitted Refinancing Indebtedness or
Permitted Subordinated Indebtedness), plus (B) all interest and fees (other than
a one-time charge in an aggregate total amount not to exceed US$5,000,000 for
costs and expenses incurred by the Borrower with respect to the refinancing of
the Subordinated Note) for the use of money or the availability of money,
including commitment, facility and like fees and charges upon Indebtedness
(including Indebtedness to the Lenders) paid or payable during such period, plus
(C) Restricted Payments made or required to be made during such period (but
excluding (I) Restricted Payments using Qualified Capital Stock, (II) Restricted
Payments effected by purchases of Capital Stock of GPI relating to Grant
Prideco, Inc. Executive Deferred Compensation Plans, (III) Restricted Payments


                                      -15-
<PAGE>   16


effected by purchases of Capital Stock of GPI pursuant to employee benefit plans
for tax withholding and (IV) Restricted Payments made pursuant to the cashless
exercise of stock options or warrants in connection with customary employee
compensation programs) provided that nothing in this clause (C) shall be deemed
to limit the restrictions of Section 7.2(j).

                  "Foreign Subsidiary" means a Subsidiary of GPI formed under
the laws of any jurisdiction other than the United States or Canada or any state
or province thereof.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board that are applicable
to the circumstances as of the date of determination or, in the case of the Cdn.
Borrower, the accounting principles recognized as being generally accepted in
Canada as set out in the handbook published by the Canadian Institute of
Chartered Accountants as in effect on the date of determination.

                  "Governing Documents" means, with respect to any Person, the
certificate of incorporation and bylaws or similar organizational documents of
such Person.

                  "Governmental Authority" means any nation or government, any
state, province or other political subdivision thereof or any entity exercising
executive, legislative, judicial, regulatory or administrative functions thereof
or pertaining thereto.

                  "GPI" means Grant Prideco, Inc., a Delaware corporation.

                  "Guarantors" means each of the guarantors identified as
Guarantors on Schedule 3.

                  "Guaranty" means the guaranty by the Guarantors in favor of
the Agent, substantially in the form of Exhibit F, as amended, supplemented or
otherwise modified from time to time.

                  "Hazardous Materials" means any and all pollutants,
contaminants and toxic, caustic, radioactive and hazardous materials, substances
and wastes that are regulated under any Environmental Laws.

                  "Hedging Agreement" means any interest rate protection
agreement, foreign currency exchange agreement, commodity price protection
agreement or other interest or currency exchange rate or commodity price hedging
agreement.


                                      -16-
<PAGE>   17


                  "Indebtedness" means, with respect to any Person, as of the
date of determination thereof (without duplication), (i) all obligations of such
Person for borrowed money of any kind or nature, including funded and unfunded
debt, and any Hedging Agreement or arrangements therefor, regardless of whether
the same is evidenced by any note, debenture, bond or other instrument, (ii) all
obligations of such Person to pay the deferred purchase price of property or
services (other than current trade accounts required to be paid in less than one
year and which arise in the ordinary course of business), (iii) all obligations
of such Person to acquire or for the acquisition or use of any fixed asset,
including Capitalized Lease Obligations (other than, in any such case, any
portion thereof representing interest or deemed interest or payments in respect
of taxes, insurance, maintenance or service), or improvements in each case which
are payable over a period longer than one year, regardless of the term thereof
or the Person or Persons to whom the same are payable, (iv) the then outstanding
amount of withdrawal or termination liability incurred under ERISA, (v) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right to be secured) a Lien on any asset of such Person whether
or not the Indebtedness is assumed by such Person, provided that for the purpose
of determining the amount of Indebtedness of the type described in this clause
(v), if recourse with respect to such Indebtedness is limited to the assets of
such Person, then the amount of Indebtedness shall be limited to the fair market
value of such assets, (vi) all Indebtedness of others to the extent guaranteed
by such Person and (vii) all obligations of such Person in respect of letters of
credit, bankers acceptances or similar instruments issued or accepted by banks
or other financial institutions for the account of such Person.

                  "Insolvency Event" means, with respect to any Person, the
occurrence of any of the following: (a) such Person shall be adjudicated
insolvent or bankrupt, or shall generally fail to pay or admit in writing its
inability to pay its debts as they become due, (b) such Person shall seek
dissolution or reorganization or the appointment of a receiver, trustee,
custodian or liquidator for it or a substantial portion of its property, assets
or business or to effect a plan or other arrangement with its creditors, (c)
such Person shall make a general assignment for the benefit of its creditors, or
consent to or acquiesce in the appointment of a receiver, trustee, custodian or
liquidator for a substantial portion of its property, assets or business, (d)
such Person shall file a voluntary petition under any bankruptcy, insolvency or
similar law or take any corporate or similar act in furtherance thereof, or (e)
such Person, or a substantial portion of its property, assets or business shall
become the subject of (i) an involuntary proceeding or petition for its
dissolution or reorganization, and such proceeding is not dismissed or stayed
within sixty days, or (ii) the appointment of a receiver,


                                      -17-
<PAGE>   18


trustee, custodian or liquidator, and such receiver, trustee, custodian or
liquidator is not dismissed within sixty days; provided, however, that during
the pendency of any sixty-day period described in clauses (i) and (ii), the
Lenders shall have no obligation to make any Advance and the Agent shall have no
obligation to cause to be issued any Letter of Credit.

                  "Interest Period" means the period commencing on the date of a
LIBOR Rate Advance and ending on the corresponding date of the month one, two or
three months thereafter; provided, however, that (i) the Administrative Borrower
may not select any Interest Period that ends after the Expiration Date, (ii)
whenever the last day of an Interest Period would otherwise occur on a day other
than a Business Day, the last day of such Interest Period shall be extended to
occur on the next succeeding Business Day, except that if such extension would
cause the last day of such Interest Period to occur in the next following
calendar month, then the last day of such Interest Period shall occur on the
next preceding Business Day and (iii) if there is no corresponding date in the
month in which an Interest Period ends, then the last day of such Interest
Period shall be the last Business Day of such month.

                  "Internal Revenue Code" means the Internal Revenue Code of
1986, any amendments thereto, any successor statute and any regulations and
guidelines promulgated thereunder.

                  "Internal Revenue Service" or "IRS" means the United States
Internal Revenue Service and any successor agency.

                  "Inventory" means all present and future goods intended for
sale, lease or other disposition including, without limitation, all raw
materials, work in process, finished goods and other retail inventory, goods in
the possession of outside processors or other third parties, consigned goods (to
the extent of the consignee's interest therein), materials and supplies of any
kind, nature or description which are or might be used in connection with the
manufacture, packing, shipping, advertising, selling or finishing of any such
goods, all documents of title or documents representing the same and all
records, files and writings with respect thereto.

                  "Investment" in any Person means, as of the date of
determination thereof, (i) any payment or contribution, or commitment to make a
payment or contribution, by a Person including, without limitation, property
contributed or committed to be contributed by such Person for or in connection
with its acquisition of any stock, bonds, notes, debentures, partnership or
other ownership interest or any other security of the Person in whom such
Investment is made or (ii) any loan, advance or other extension of credit (other
than trade credit for the sale of goods or services in the ordinary course of
business) or


                                      -18-
<PAGE>   19


guaranty of or other surety obligation for any Indebtedness of such Person in
whom the Investment is made. In determining the aggregate amount of Investments
outstanding at any particular time, (i) a guaranty (or other surety obligation)
shall be valued at not less than the principal amount outstanding of the primary
obligation; (ii) returns of capital (but only by repurchase, redemption,
retirement, repayment, dividend or other distribution) shall be deducted; (iii)
earnings not distributed in cash shall not be deducted; and (iv) decreases in
the market value shall not be deducted unless such decreases are computed in
accordance with GAAP.

                  "Letter of Credit Agreement" means the collective reference to
any and all agreements from time to time entered into by the Agent and a bank or
financial institution (each, an "issuing bank") pursuant to which the Agent
causes such issuing bank to issue Letters of Credit for the account or benefit
of a Borrower in accordance with the terms of this Agreement.

                  "Letters of Credit" means all letters of credit issued for the
account or benefit of the Borrowers under Section 2.10, and all amendments,
renewals, extensions or replacements thereof.

                  "Leverage Ratio" means, for any period, with respect to GPI
and its Subsidiaries on a consolidated basis as of the date of determination
thereof, the ratio of (i) all Indebtedness of GPI and its Subsidiaries to (ii)
Adjusted Earnings for the consecutive twelve-month period then most recently
ended.

                  "Liabilities" of a Person as of the date of determination
thereof means the liabilities of such Person on such date as determined in
accordance with GAAP. Liabilities to Affiliates of such Person shall be treated
as Liabilities except where eliminated by consolidation in financial statements
prepared in accordance with GAAP or as otherwise provided herein.

                  "LIBOR Rate" means, with respect to each Interest Period for
each LIBOR Rate Advance, the reserve adjusted rate per annum equal to the rate
per annum at which deposits in United States dollars are offered by the
principal office of Citibank, N.A. in London, England to prime banks in the
London interbank market at 11:00 a.m. (London time) two Business Days before the
first day of such Interest Period in an amount substantially equal to such LIBOR
Rate Advance and for a period equal to such Interest Period; provided, however,
that if such rate is not available on any day, there shall be substituted for
such rate the London Interbank Offered Rate for such amount and period which
appears on the Reuters Screen ISDA Page for the London Interbank Offered Rate.


                                      -19-
<PAGE>   20


                  "LIBOR Rate Advance" means an Advance that bears interest as
provided in Section 4.1(c).

                  "Lien" means any lien, claim, charge, pledge, security
interest, assignment, hypothecation, deed of trust, mortgage, lease, conditional
sale, retention of title or other preferential arrangement having substantially
the same economic effect as any of the foregoing, whether voluntary or imposed
by law.

                  "Loan Account" has the meaning specified in Section 2.5.

                  "Loan Documents" means this Agreement and all documents and
instruments to be delivered by the Borrowers or any of their Affiliates or any
other Loan Party under or in connection with this Agreement, as each of the same
may be amended, supplemented or otherwise modified from time to time, including,
without limitation, the Notes, the Guaranty, the Security Agreement, the
Contribution Agreement, the Pledge Agreement, the Lockbox Agreements, the
Blocked Account Agreement, the Subordination Agreement and the Letter of Credit
Agreement.

                  "Loan Party" means each Borrower and each Guarantor.

                  "Loans" means the U.S. Loans, the Cdn. Loans and all financial
accommodations made by the Agent or the Lenders hereunder or under the Letter of
Credit Agreement.

                  "Lockbox Agreement" means an agreement entered into by a U.S.
Borrower, the Agent and the Lockbox Bank in substantially the form of Exhibit H,
as amended, supplemented or otherwise modified from time to time.

                  "Lockbox Bank" means Chase Bank of Texas, National Association
or any of its affiliates or any successor or any other bank acceptable to the
Agent to act as such.

                  "Material Adverse Effect" means (i) a material adverse effect
on the business, prospects, operations, results of operations, assets,
liabilities or condition (financial or otherwise) of GPI and the Borrowers taken
as a whole, or (ii) the material impairment of (A) a Loan Party's ability to
perform its obligations under the Loan Documents to which it is a party or (B)
the ability of the Agent, the Cdn. Agent or the Lenders to enforce the
Obligations or realize upon the Collateral.

                  "Material Affiliate" means an Affiliate of a Person that has a
net worth, as determined in accordance with GAAP, of more than US$1,000,000 or
annual revenues in excess of US$5,000,000.


                                      -20-
<PAGE>   21


                  "Material Contract" means any contract or other arrangement
that requires the purchase of materials or supplies, or that requires the sale
of goods or services, by a Borrower or any Designated Affiliate and which
involves an amount in excess of US$5,000,000 in any year or any other contract
or arrangement the termination of which would require public disclosure under
any federal or state securities law, rule or regulation.

                  "Material Indebtedness" means Indebtedness (other than the
Loans), or obligations in respect of one or more Hedging Agreements, of a
Borrower or any Designated Affiliate in an aggregate principal amount exceeding
US$10,000,000. For purposes of this definition, the "principal amount" of the
obligations of any Person in respect of any Hedging Agreement at any time shall
be the maximum aggregate amount (giving effect to any netting agreements) that
such Person would be required to pay if such Hedging Agreement were terminated
at such time.

                  "Multiemployer Plan" means a multiemployer plan, as defined in
Section 4001(a)(3) of ERISA, to which a Borrower or any ERISA Affiliate has
contributed within the past six years or with respect to which a Borrower or any
ERISA Affiliate may incur any liability.

                  "Net Cash Proceeds" means the net cash proceeds received by
GPI from the issuance of Qualified Stock of GPI, including any net cash proceeds
received by GPI upon exercise of any rights, options or warrants, other than in
connection with the conversion or exchange of any Indebtedness or Disqualified
Stock of GPI.

                  "Notes" means the U.S. Notes and the Cdn. Notes.

                  "Obligations" means and includes all loans (including the
Loans), advances (including the Advances), debts, liabilities, obligations,
covenants and duties owing by the Loan Parties to the Agent, the Cdn. Agent or
the Lenders of any kind or nature, present or future, whether or not evidenced
by any note, guaranty or other instrument, which may arise under, out of, or in
connection with, this Agreement, the Notes, the other Loan Documents or any
other agreement executed in connection herewith or therewith, including, without
limitation, any Hedging Agreement to which the Agent and any Loan Party, or any
of their respective Affiliates, are parties, whether or not for the payment of
money, whether arising by reason of an extension of credit, opening,
guaranteeing or confirming of a letter of credit (including, without limitation,
the Letters of Credit), loan, guaranty, indemnification or in any other manner,
whether direct or indirect (including those acquired by assignment, purchase,
discount or otherwise), whether absolute or contingent, due or to become due,
and however acquired. The term includes, without limitation, all interest
(including interest accruing on or after


                                      -21-
<PAGE>   22


an Insolvency Event, whether or not such interest constitutes an allowed claim),
charges, expenses, commitment, facility, closing and collateral management fees,
letter of credit fees, attorneys' fees, and any other sum properly chargeable to
the Borrowers under this Agreement, the Notes, the other Loan Documents or any
other agreement executed in connection herewith or therewith.

                  "OCTL" means Oil Country Tubular Limited, a company organized
under the Companies Act of India.

                  "PBGC" means the Pension Benefit Guaranty Corporation and any
Person succeeding to the functions thereof.

                  "Pension Plan" means a pension plan (as defined in Section
3(2) of ERISA) subject to Title IV of ERISA (other than a Multiemployer Plan)
which a Borrower or any ERISA Affiliate sponsors or maintains, or to which it
makes, is making, or is obligated to make contributions, or in the case of a
multiple employer plan (as described in Section 4064(a) of ERISA) has made
contributions at any time during the immediately preceding five plan years.

                  "Permitted Acquisition" means an Acquisition:

                           (i) that does not contravene or, after giving effect
                  to such Acquisition on a pro forma consolidated basis
                  determined in accordance with GAAP, would not contravene any
                  provision of this Agreement including, without limitation, the
                  Financial Covenants;

                           (ii) in the case of an Acquisition with respect to
                  which the consideration consists entirely of Capital Stock of
                  GPI or any of its Subsidiaries (other than fractional share
                  payments), (A) the ratio of (I) any Person's Indebtedness
                  being purchased or assumed by GPI or any of its Subsidiaries
                  in connection with such Acquisition to (II) the sum of such
                  Person's Indebtedness being purchased or assumed and the
                  market value of such Capital Stock on the date on which the
                  agreement to make such Acquisition becomes binding on the
                  parties thereto, does not exceed .50:1.00, or (B) (I) the
                  amount of any Person's Indebtedness being purchased or assumed
                  by GPI or any of its Subsidiaries in connection with such
                  Acquisition, plus (II) all other Indebtedness so purchased or
                  assumed in the current fiscal year of the Borrowers in
                  connection with all completed Acquisitions with respect to
                  which the consideration consists entirely of Capital Stock of
                  GPI or any of its Subsidiaries (other than fractional share
                  payments), less (III) all Indebtedness so purchased or assumed
                  in connection with all such Acquisitions in such fiscal year
                  to the extent such Indebtedness does


                                      -22-
<PAGE>   23



                  not exceed fifty percent (50%) of the sum described in clause
                  (A)(II) hereof with respect to all such Acquisitions in such
                  fiscal year, does not exceed US$40,000,000 in the aggregate in
                  such fiscal year;

                           (iii) in the case of an Acquisition with respect to
                  which the consideration consists of cash in whole or in part
                  (excluding cash payments for fractional shares totalling less
                  than US$50,000 in connection with such Acquisition), the sum
                  of such cash consideration and all Indebtedness purchased or
                  assumed by GPI or any of its Subsidiaries in connection with
                  such Acquisition does not exceed US$45,000,000 in the
                  aggregate, when taken together with the sum of the cash
                  portion of the consideration paid for, and all Indebtedness
                  purchased or assumed by GPI and its Subsidiaries in connection
                  with, all other Acquisitions completed during any fiscal year
                  of the Borrowers; and

                           (iv) that involves an Investment by or through GPI or
                  a Borrower;

provided that, if the Capital Stock of a Person is issued or otherwise acquired
by GPI or a Borrower in connection with such Acquisition, (i) such Person (if
such Person's jurisdiction of formation is the United States or any state
thereof) shall simultaneously become (A) a Guarantor or Borrower pursuant to a
supplement to the Guaranty in the form of Annex I thereto or pursuant to an
amendment to this Agreement in form and substance satisfactory to the Agent, and
(B) in the case such Person becomes a Guarantor, a party to the Contribution
Agreement by executing a supplement thereto in the form of Annex 1 thereto, (ii)
such Capital Stock shall simultaneously be pledged to the Agent pursuant to a
supplement to the Pledge Agreement in the form of Annex III thereto (provided
that, if such Person's jurisdiction of formation is not the United States or any
state thereof, only 65% of such Person's Capital Stock shall be pledged) and
(iii) GPI or such Borrower shall take, and shall cause such Person to take, all
such further actions and execute all such further documents and instruments as
the Agent reasonably determines to be necessary or desirable to cause the
execution, delivery and performance of such documentation to be duly authorized
and to perfect, protect or enforce the Liens (and the first priority status
thereof) granted to the Agent.

                  "Permitted Business" means the drill pipe and tubular
business, tubular steel mills, drilling tools and any businesses, services or
activities reasonably incident or related thereto.

                  "Permitted Business Investments" means (i) loans and other
extensions of credit to officers, directors and employees of any Loan Party or
any of its Subsidiaries for travel,


                                      -23-
<PAGE>   24


entertainment and moving and other relocation expenses made in direct
furtherance and in the ordinary course of the business of any such Loan Party or
any of its Subsidiaries, provided that the aggregate principal amount of loans
and other extensions of credit made pursuant to this clause (i) does not exceed
US$1,000,000 at any time outstanding; and (ii) payments to any employee, officer
or director of any Loan Party or any of its Subsidiaries pursuant to employee
benefit plans or compensation arrangements entered into in the ordinary course
of business and approved by the Board of Directors of the applicable Loan Party
or such Subsidiary or payments, contributions or transactions relating to such
plans.

                  "Permitted Financial Investments" means (i) currency price
Hedging Agreements, using customary ISDA swap documentation or comparable
documentation, entered into for the purpose of hedging actual exposure on the
currency or commodity price risks of its Permitted Business and not for
speculation; and (ii) the acquisition or ownership of Capital Stock or
obligations or other securities received in settlement of debts owing to any
Loan Party (other than Eligible Receivables) created and settled in the ordinary
course of business, which Capital Stock, obligations or other securities have
been pledged to the Agent (or the Cdn. Agent, as the case may be) under
documentation satisfactory to the Agreement.

                  "Permitted Indebtedness" means, without duplication, (i)
Permitted Intercompany Debt; (ii) Indebtedness of any Person existing or any
Indebtedness assumed, at the time such Person or any of its assets is acquired
by any Loan Party or any Subsidiary thereof in connection with a Permitted
Acquisition, provided that (A) such Indebtedness is not created, incurred or
assumed in contemplation of such Permitted Acquisition of such Person or assets
and (B) any Indebtedness discharged at the closing of such Permitted Acquisition
shall not be deemed to be or to constitute assumed Indebtedness; (iii)
Indebtedness arising from the honoring by a bank or other financial institution
of a check, draft or similar instrument drawn against insufficient funds in the
ordinary course of business, provided that such Indebtedness is discharged
within two Business Days; (iv) Indebtedness arising from agreements providing
for indemnification, adjustment of purchase price or similar obligations, or
from guarantees, letters of credit, surety bonds or performance bonds securing
any obligation of any Loan Party, or any Subsidiary thereof, incurred or assumed
in connection with a Permitted Acquisition or the disposition of any business,
assets or Capital Stock other than, in the case of an acquisition, guaranties by
any Loan Party or any Subsidiary thereof of Indebtedness incurred by any Person
acquiring all or a portion of such business, asset or Capital Stock for the
purpose of financing such Permitted Acquisition, provided that, in the case of a
disposition, the maximum aggregate liability with respect to all such
Indebtedness and the


                                      -24-
<PAGE>   25


amount of Indebtedness subject to such guaranties, in each case with respect to
a particular transaction, shall at no time exceed the gross proceeds actually
received from the disposition of such business, asset or Capital Stock; (v)
Indebtedness constituting the net obligations of a Person as of the date of a
required calculation under currency or commodity Hedging Agreements entered into
in the ordinary course of business and not for the purposes of speculation (A)
none of which is secured by any of the Collateral and (B) to the extent such
Indebtedness is secured by any other assets of the Borrowers, such Indebtedness
does not exceed US$35,000,000 in the aggregate at any time; (vi) Permitted
Refinancing Indebtedness; (vii) Indebtedness of a Subsidiary of any Loan Party
incurred in connection with a transaction permitted under Section 7.1(c) or
7.2(k); (viii) Indebtedness of a Loan Party to the Agent or the Lenders arising
under this Agreement or any of the other Loan Documents; (ix) Indebtedness
evidenced by the Subordinated Note and any other Permitted Subordinated
Indebtedness, and any Permitted Refinancing Indebtedness with respect thereto;
and (x) Indebtedness consisting of current trade accounts required to be paid in
less than eighteen months to the extent such Indebtedness does not exceed
US$1,000,000 in the aggregate at any time.

                  "Permitted Intercompany Debt" means loans, advances,
intercompany accounts, transfers of goods, services, or intellectual property,
and Investments (including, but not limited to, loans made pursuant to GPI's
cash management system for collections of accounts receivable or disbursements
to trade creditors) by any Loan Party in, with or to any other Loan Party,
provided that (i) each such lender and borrower Loan Party is Solvent after
giving effect thereto, and (ii) each such Loan Party has received reasonably
equivalent value and fair consideration in exchange for the transfers made and
obligations incurred by it in connection therewith.

                  "Permitted Joint Ventures" means an equity Investment by a
Loan Party or any Subsidiary thereof in a Person for which there is no recourse
liability beyond the amount of the investment made other than an Investment in a
Person (i) that is engaged in a Permitted Business; and (ii) with respect to
which no debt or equity interest (other than directors' qualifying shares with
respect to corporations formed under the laws of any country other than the
United States) in such Person (other than any Loan Party or any Subsidiary
thereof) is or will be held by an officer or director of such Loan Party or
Subsidiary, or any spouse or immediate family member of, or other relative
having the same principal residence as, any such officer or director, or any
trust the beneficiary of which is any of the foregoing parties or any other
Affiliate of such Loan Party or Subsidiary.


                                      -25-
<PAGE>   26


                  "Permitted Liens" means (i) Liens for taxes, assessments and
other governmental charges or levies for Liens of local, state or provincial
authorities (excluding federal income tax liens) for franchise or other like
taxes (and interest and penalties thereon), provided that the aggregate amounts
of such taxes relating to such Liens shall not exceed US$2,000,000 in the
aggregate at any time and with respect to which no enforcement, collection,
execution, levy or foreclosure proceeding shall have been commenced and be
continuing (unless such enforcement, collection, levy or foreclosure is being
contested by the applicable Loan Party in good faith by appropriate proceedings
diligently conducted and for which adequate reserves are being maintained in
accordance with GAAP); (ii) Liens, claims or demands of landlords, carriers,
warehousemen, mechanics, laborers, materialmen and other like Persons arising by
operation of law in the ordinary course of business for sums which are not yet
due and payable (or which are being contested in good faith by appropriate
proceedings or other appropriate actions which are sufficient to prevent
imminent foreclosure of such Liens); (iii) deposits or pledges (other than Liens
on Receivables of a Borrower) including, without limitation, security deposits
for leases, surety bonds and appeal bonds to secure the payment of workmen's
compensation, unemployment insurance or other social security benefits or
obligations, public or statutory obligations, surety or appeal bonds, bid or
performance bonds, or other obligations of a like nature incurred in the
ordinary course of business; (iv) zoning restrictions, easements, encroachments,
licenses, restrictions or covenants on the use of any Property which do not
materially impair either the use of such Property in the operation of the
business of the applicable Loan Party or the value of such Property, immaterial
defects or irregularities in title and other immaterial restrictions, charges or
encumbrances on any Property; (v) inchoate Liens arising under ERISA to secure
current service pension liabilities as they are incurred under the provisions of
employee benefit plans from time to time in effect and inchoate Liens for unpaid
franchise taxes; (vi) rights of general application reserved to or vested in any
Governmental Authority to control or regulate any Property, or to use any
Property in a manner which does not materially impair the use of such Property
for the purposes for which it is held by the applicable Loan Party; (vii)
judgment and attachment liens not giving rise to an Event of Default or Liens
created by or existing from any litigation or legal proceeding that are being
contested in good faith by appropriate proceedings, promptly instituted and
diligently conducted, and for which adequate reserves have been made to the
extent required by GAAP; (viii) Liens created pursuant to this Agreement or any
of the other Loan Documents in favor of the Agent or the Cdn. Agent; (ix) Liens
in favor of collecting or payor banks having a right of setoff, revocation,
refund or chargeback in favor of collecting or payor banks with respect to money
or instruments of any Loan Party on deposit with or in the possession of such
bank that do not constitute proceeds of Collateral; (x) Liens existing on the
date hereof and specified in Schedule 7.2(i) and other


                                      -26-
<PAGE>   27


Liens expressly permitted or consented to in writing by the Agent from time to
time; (xi) any Lien renewing, substituted for or replacing any Lien permitted
under the preceding clause (x) with respect to the assets originally subject to
such Lien, provided that (A) the obligation secured is not increased to an
amount greater than the outstanding amount secured by such Lien as of the date
of such renewal, substitution or replacement, (B) the terms of the obligation
secured by such Lien remain substantially the same as the original terms and (C)
such obligation is secured only by the assets that secured such obligation prior
to such renewal, substitution or replacement; (xii) Liens securing Permitted
Refinancing Indebtedness, so long as such Permitted Refinancing Indebtedness is
secured only by Liens on those assets that secured such Indebtedness prior to
the renewal, extension, refinancing, refunding or repurchase thereof or by Liens
otherwise permitted by this definition; and (xiii) Liens securing Indebtedness
of the type specified in clause (ii) or (v) of the definition of Permitted
Indebtedness.

                  "Permitted Refinancing Indebtedness" means (i) Permitted
Indebtedness of any Loan Party or any of its Subsidiaries existing on the
Closing Date, the terms of which have been amended, modified or supplemented in
a manner such that such Indebtedness does not (A) adversely affect the parri
passu or subordinated status of such Indebtedness in right of payment in
relation to the Obligations, (B) accelerate the maturity of such Indebtedness,
(C) shorten the Average Life of such Indebtedness or (D) increase the aggregate
amount of such Indebtedness or any scheduled payment thereof and (ii)
Indebtedness of any Loan Party or any of its Subsidiaries, the net proceeds of
which are used to renew, extend, refinance, refund or repurchase outstanding
Permitted Indebtedness of such Loan Party or any of its Subsidiaries, provided
that (A) such Indebtedness is parri passu with or subordinated in right of
payment to the Obligations at least to the same extent as the Indebtedness being
renewed, extended, refinanced, refunded or repurchased, (B) the Average Life of
such Indebtedness is equal to or greater than the remaining Average Life of the
Indebtedness being renewed, extended, refinanced, refunded or repurchased at the
time such Indebtedness is incurred, (C) such Indebtedness is in an aggregate
principal amount (or, if such Indebtedness is issued at a price less than the
principal amount thereof, the aggregate amount of gross proceeds therefrom is)
not in excess of the sum of (I) the aggregate principal amount then outstanding
of the Indebtedness being renewed, extended, refinanced, refunded or repurchased
(or if the Indebtedness being renewed, extended, refinanced, refunded or
repurchased was issued at a price less than the principal amount thereof, then
not in excess of the amount of liability in respect thereof determined in
accordance with GAAP), (II) the amount of accrued and unpaid interest, if any,
on the Indebtedness being renewed, extended, refinanced, refunded or repurchased
and (III) the amount of fees, expenses


                                      -27-
<PAGE>   28


and costs related to the incurrence of such Permitted Refinancing Indebtedness,
provided that, after giving effect thereto, the scheduled payments or aggregate
outstanding amount of such Indebtedness is not increased to an amount greater
than the outstanding amount thereof as of the date of such renewal, extension,
refinancing, refunding or repurchase, and (D) the material terms of such
Indebtedness shall be substantially identical to the terms that existed prior to
such renewal, extension, refinancing, refunding or repurchase except as
expressly provided above.

                  "Permitted Subordinated Indebtedness" means Indebtedness of
any Loan Party or any of its Subsidiaries that is subordinated to the repayment
of the Obligations on terms and under documentation satisfactory to the Agent.

                  "Person" means any individual, sole proprietorship,
partnership, limited liability company, joint venture, trust, unincorporated
organization, joint stock company, association, corporation, institution,
entity, party or government (including any division, agency or department
thereof) or any other legal entity, whether acting in an individual, fiduciary
or other capacity, and, as applicable, the successors, heirs and assigns of
each.

                  "Plan" means any employee benefit plan, as defined in Section
3(3) of ERISA, maintained or contributed to by a Borrower or any ERISA Affiliate
or with respect to which any of them may incur liability.

                  "Pledge Agreement" means the pledge agreement by GPI and
certain Subsidiaries of GPI party thereto in favor of the Agent, substantially
in the form of Exhibit E, as amended, supplemented or otherwise modified from
time to time.

                  "Pledgor" means GPI and each of the other pledgors party to
the Pledge Agreement.

                  "PPSA" means the Personal Property Security Act of Alberta,
from time to time in effect.

                  "Pricing Increment" means (i) from the date hereof until
December 31, 2000, (A) .75% per annum for Base Rate Advances or Prime Rate
Advances and (B) 2.50% per annum for LIBOR Rate Advances or Letters of Credit
and (ii) thereafter, a percentage per annum determined by reference to the
Leverage Ratio as set forth below:


                                      -28-
<PAGE>   29


<TABLE>
<CAPTION>

                                                     Base or                LIBOR Rate Advances
        Leverage Ratio                          Prime Rate Advances        or Letters of Credit
        --------------                          -------------------        -------------------
<S>                                             <C>                        <C>
less than 2.00:1.00                                     0%                                1.50%

greater than or equal to 2.00:1.00                    .50%                                2.00%
but less than 3.00:1.00

greater than or equal to 3.00:1.00                    .75%                                2.50%
</TABLE>

Commencing as of December 31, 2000, the Pricing Increment shall be determined as
of December 31, 2000 and each June 30 and December 31 thereafter based on the
most recent Financial Statements delivered by the Administrative Borrower under
Section 7.1(k)(iii) determined for the twelve-month period ending on such June
30 or December 31, provided that (i) each change in the Pricing Increment shall
be effective three Business Days after the date on which the Agent receives the
relevant Financial Statements and a duly executed Compliance Certificate
demonstrating such ratio (including during any Interest Period), (ii) upon
written notice from the Agent, the Pricing Increment shall be determined on the
basis of a Leverage Ratio greater than 3.00:1.00 for so long as the Agent has
not received the information described in clause (i) of this proviso under
Section 7.1(k)(iii) with respect to any month ending June 30 or December 31
(without prejudice to the Agent's right to charge interest as provided in
Section 4.2) and (iii) the Pricing Increment shall not be reduced more than .25%
with respect to Base Rate Advances and Prime Rate Advances or .50% with respect
to LIBOR Rate Advances, in each case with respect to any such six-month period.

                  "Prime Rate" means a fluctuating rate of interest per annum,
expressed on the basis of a year of 365 or 366 days, as applicable, which, in
the case of amounts in respect of which interest is to be calculated under this
Agreement on the basis of the Prime Rate, is equal at all times to the greater
of:

                           (i) the reference rate of interest (however
                  designated) of Royal Bank of Canada for determining interest
                  chargeable by it on Cdn. Dollar commercial loans made in
                  Canada; and

                           (ii) 0.75% above CDOR from time to time for
                  thirty-day Canadian bankers' acceptances.

                  "Prime Rate Advance" means an Advance made to the Cdn.
Borrower denominated in Cdn. Dollars that bears interest as provided in Section
4.1(b).


                                      -29-
<PAGE>   30


                  "Prohibited Transaction" has the meaning specified in Section
6.1(x)(v).

                  "Property" means any real property owned, leased or controlled
by a Borrower or any Subsidiary of a Borrower.

                  "Pro Rata Share" of any amount means, with respect to any
Lender, a fraction (expressed as a percentage) (i) at any time before the
Expiration Date, the numerator of which is the Commitment of such Lender and the
denominator of which is the aggregate amount of the Commitments of all the
Lenders at such time and (ii) at any time on and after the Expiration Date, the
numerator of which is the aggregate unpaid principal amount of the Loans made by
such Lender and the denominator of which is the aggregate unpaid principal
amount of all Loans at such time.

                  "Qualification" or "Qualified" means, with respect to any
report of independent public accountants covering Financial Statements, a
material qualification to such report (i) resulting from a limitation on the
scope of examination of such Financial Statements or the underlying data, (ii)
as to the capability of a Borrower or any other Loan Party to continue
operations as a going concern or (iii) which could be eliminated by changes in
Financial Statements or notes thereto covered by such report (such as by the
creation of or increase in a reserve or a decrease in the carrying value of
assets) and which if so eliminated by the making of any such change and after
giving effect thereto would result in a Default or an Event of Default.

                  "Qualified Stock" means, with respect to any Person, any
Capital Stock of such Person that is not Disqualified Stock.

                  "Receivables" means all present and future accounts, contract
rights, promissory notes, chattel paper, tax refunds, rights to receive tax
refunds, rights of indemnification, contribution and subrogation, causes of
action, choses in action, judgments, claims against third parties of every kind
or nature, instruments, drafts, acceptances, letters of credit, rights to
receive payments under letters of credit, book accounts, each Blocked Account
and all money, balances, credits, deposits or other financial assets therein or
represented thereby, credits and reserves and all forms of obligations
whatsoever owing, and books, ledgers, files, computer tapes, programs, discs and
software, trade secrets, computer service contracts and records with respect to
any collateral or security, together with all right, title, security and
guaranties with respect to any Receivable, including any right of stoppage in
transit.

                  "Replacement Lender" means a financial institution proposed by
the Administrative Borrower in accordance with Section 2.9(d) that is
satisfactory to the Agent in its sole discretion and which has agreed to acquire
and assume all or a part of a Defaulting Lender's Loans and Commitments under
Section 2.9(d).


                                      -30-
<PAGE>   31


                  "Reportable Event" means any of the events described in
Section 4043 of ERISA and the regulations thereunder, other than a reportable
event for which the thirty-day notice requirement to the PBGC has been waived.

                  "Required Lenders" means (i) before the Expiration Date, the
Lenders holding more than fifty percent of the aggregate Commitments at such
time and (ii) on and after the Termination Date, the Lenders holding more than
fifty percent of the aggregate unpaid principal amount of the Loans at such
time.

                  "Requirement of Law" means (i) any law, treaty, rule,
regulation, order or determination of an arbitrator, court or other Governmental
Authority or (ii) any franchise, license, lease, permit, certificate,
authorization, qualification, easement, right of way, or other right or approval
of any Governmental Authority binding on a Borrower or any Designated Affiliate
or any of their respective property.

                  "Responsible Officer" means the President, the Chief Executive
Officer, the Chief Financial Officer or the Chief Operating Officer of a Loan
Party.

                  "Restricted Payment" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of
Capital Stock of any Loan Party now or hereafter outstanding or any warrants,
options or other rights to acquire such Capital Stock, (ii) any redemption,
retirement, purchase or other acquisition, direct or indirect, of any shares of
any class of Capital Stock of any Loan Party, now or hereafter outstanding, or
of any warrants, rights or options to acquire any such shares, except to the
extent that the consideration therefor consists of shares of Qualified Stock
(including warrants, rights or options relating thereto) of GPI, and (iii) any
Investment by any Loan Party not permitted under Section 7.2(k) or 7.2(l).

                  "Security Agreement" means the security agreement by the Cdn.
Borrower in favor of the Cdn. Agent, substantially in the form of Exhibit I, as
amended, supplemented or otherwise modified from time to time.

                  "Security Documents" means the Pledge Agreement, the Lockbox
Agreements, the Security Agreement, the Blocked Account Agreement and any other
agreement delivered in connection herewith which purports to grant a Lien in
favor of the Agent or the Cdn. Agent to secure all or any of the Obligations.


                                      -31-
<PAGE>   32


                  "Solvent" means, when used with respect to any Person, that as
of the date as to which such Person's solvency is to be measured:

                           (i) the fair saleable value of its assets is in
                  excess of the total amount of its liabilities (including
                  contingent liabilities as valued in accordance with applicable
                  law) as they become absolute and matured;

                           (ii) it has sufficient capital to conduct its
                  business; and

                           (iii) it is able to meet its debts as they mature.

                  "Spinoff" means the distribution of all of the outstanding
shares of common stock of GPI by Weatherford as described in Form 10 filed by
GPI with the Securities Exchange Commission and declared effective by the
Securities and Exchange Commission on or about March 20, 2000, as amended
through the date hereof.

                  "Subordinated Note" means the Subordinated Note of even date
herewith made by GPI in favor of Weatherford in the original principal amount of
US$100,000,000, as amended, supplemented or otherwise modified, replaced or
extended from time to time.

                  "Subordination Agreement" means the Subordination Agreement
among GPI, Weatherford and the Agent, substantially in the form of Exhibit K, as
amended, supplemented or otherwise modified from time to time.

                  "Subsidiary" means, as to any Person, a corporation or other
entity in which that Person directly or indirectly owns or controls the shares
of stock or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other governing body, or to appoint the
majority of the managers of, such corporation or other entity, it being
understood that Voest-Alpine is not a Subsidiary of GPI, any other Loan Party or
any Subsidiary thereof as of the date hereof.

                  "Termination Event" means (i) a Reportable Event with respect
to any Pension Plan or Multiemployer Plan; (ii) the withdrawal of a Borrower or
any ERISA Affiliate from a Pension Plan during a plan year in which it was a
"substantial employer" (as defined in Section 4001(a)(2) of ERISA); (iii) the
providing of notice of intent to terminate a Pension Plan in a distress
termination (as described in Section 4041(c) of ERISA); (iv) the institution by
the PBGC of proceedings to terminate a Pension Plan or Multiemployer Plan; (v)
any event or condition (a) which is reasonably likely to constitute grounds
under Section 4042 of


                                      -32-
<PAGE>   33


ERISA for the termination of, or the appointment of a trustee to administer, any
Pension Plan or Multiemployer Plan, or (b) that is reasonably likely to result
in termination of a Multiemployer Plan pursuant to Section 4041A of ERISA; or
(vi) the partial or complete withdrawal, within the meaning of Sections 4203 and
4205 of ERISA, of a Borrower or any ERISA Affiliate from a Multiemployer Plan.

                  "Type" means a Base Rate Advance, a Prime Rate Advance or a
LIBOR Rate Advance.

                  "U.S. Borrower" means each Borrower other than the Cdn.
Borrower.

                  "U.S. Borrowers' Account" means the account maintained by the
U.S. Borrowers at The Chase Manhattan Bank in New York, New York, account number
9102717965, or such other account which the U.S. Borrowers may designate to the
Agent from time to time.

                  "U.S. Borrowing Base" has the meaning specified in Section
2.1(a).

                  "U.S. Dollars," "US$" and "$" means lawful currency of the
United States.

                  "U.S. Lenders" means the Lenders other than the Cdn. Lenders.

                  "U.S. Letter of Credit" means a Letter of Credit issued for
the account of a U.S. Borrower.

                  "U.S. Loans" has the meaning specified in Section 2.1(a).

                  "U.S. Notes" has the meaning specified in Section 2.1(d).

                  "Voest-Alpine" means, collectively, Voest-Alpine Stahlrohr
Kindberg GmbH, an Austrian limited liability company, Voest-Alpine Stahlrohr
Kindberg GmbH & Co. KG, an Austrian limited partnership, Voest-Alpine Middle
East Free Establishment Zone, a United Arab Emirates corporation and
Voest-Alpine South America, S.A., a Venezuelan corporation.

                  "Weatherford" means Weatherford International, Inc., a
Delaware corporation.

                  "Year 2000 Compliant" means, with respect to any Person, that
(i) all software in goods produced or sold by, or used by and material to the
business, operations or financial condition of, such Person are able to
interpret and manipulate data on and involving all calendar dates correctly and
without


                                      -33-
<PAGE>   34


causing any abnormal ending scenario, including dates in and after the year
2000, and (ii) all equipment containing embedded microchips (including, without
limitation, all systems and equipment supplied by others or with which such
Person's information systems interface) will function properly with respect to
all dates in and after the year 2000.

                  SECTION 1.2. Accounting Terms and Determinations. Unless
otherwise defined or specified herein, all accounting terms used in this
Agreement shall be construed in accordance with GAAP, applied on a basis
consistent in all material respects with the Financial Statements delivered to
the Agent on or before the Closing Date. All accounting determinations for
purposes of determining compliance with Article VIII shall be made in accordance
with GAAP as in effect on the Closing Date and applied on a basis consistent in
all material respects with the audited Financial Statements delivered to the
Agent on or before the Closing Date. The Financial Statements required to be
delivered hereunder from and after the Closing Date, and all financial records,
shall be maintained in accordance with GAAP. If GAAP shall change from the basis
used in preparing the audited Financial Statements delivered to the Agent on or
before the Closing Date, the Compliance Certificates required to be delivered
pursuant to Section 7.1(k)(iii) shall include calculations setting forth the
adjustments necessary to demonstrate how the Borrowers are in compliance with
the Financial Covenants based upon GAAP as in effect on the Closing Date.

                  SECTION 1.3. Other Terms; Headings. Unless otherwise defined
herein, terms used herein that are defined in the Uniform Commercial Code, from
time to time in effect in the State of New York (the "Code") or in the PPSA,
from time to time in effect in the Province of Alberta, shall have the meanings
given in the Code or in the PPSA, as the case may be. An Event of Default shall
"continue" or be "continuing" unless and until such Event of Default has been
waived or cured within any grace period specified therefor under Section 9.1.
The headings and the Table of Contents are for convenience only and shall not
affect the meaning or construction of any provision of this Agreement. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (i) any definition of or reference to any
agreement, instrument or other document herein or in any other Loan document
shall be construed as referring to such agreement, instrument or other document
as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein
or in any other Loan Document),



                                      -34-

<PAGE>   35


(ii) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (iii) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (iv) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (v) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.


                                   ARTICLE II.

                              THE CREDIT FACILITIES

                  SECTION 2.1. Loans.

                  (a) Each U.S. Lender severally agrees, subject to Section
2.4(a) and the other terms and conditions of this Agreement, to make revolving
credit loans (the "U.S. Loans"), from time to time from the Closing Date to but
excluding the Expiration Date, at the Administrative Borrower's request to the
Agent, in an aggregate principal amount for all U.S. Lenders at any one time
outstanding which, when combined with the aggregate undrawn amount of all
unexpired U.S. Letters of Credit, does not exceed the sum of (i) 85% of the
aggregate Eligible Receivables of the U.S. Borrowers plus (ii) 50% of the
aggregate Eligible Inventory other than work in process of the U.S. Borrowers
plus (iii) 35% of the aggregate Eligible Inventory consisting of work in process
of the U.S. Borrowers (provided that the sum of the amounts in clauses (ii) and
(iii) hereof in respect of Eligible Inventory shall not exceed 70% of the
aggregate amount of all U.S. Loans and U.S. Letters of Credit outstanding at
such time), all of the foregoing less such reserves as the Agent may establish
in its reasonable discretion including, without limitation, the Availability
Reserve (the "U.S. Borrowing Base"); provided, however, that in no event shall
the aggregate amount of the U.S. Loans and the U.S. Letters of Credit
outstanding at any time exceed the aggregate amount of the Commitments less the
aggregate amount of the Commitments amount of Cdn. Loans and the undrawn amount
of Cdn. Letters of Credit outstanding at such time.

                  (b) Each Cdn. Lender severally agrees, subject to Section
2.4(a) and the other terms and conditions of this Agreement, to make revolving
credit loans denominated in Cdn. Dollars or U.S. Dollars (the "Cdn. Loans"),
from time to time from the Closing Date to but excluding the Expiration Date, at


                                      -35-
<PAGE>   36


the Administrative Borrower's request to the Agent, in an aggregate principal
amount for all Cdn. Lenders at any one time outstanding which, when combined
with the aggregate undrawn amount of all unexpired Cdn. Letters of Credit, does
not exceed the sum of (i) 85% of the Eligible Receivables of the Cdn. Borrower
plus (ii) 50% of the Eligible Inventory other than work in process of the Cdn.
Borrower plus (iii) 35% of the aggregate Eligible Inventory consisting of work
in process of the Cdn. Borrower (provided that the sum of the amounts in clauses
(ii) and (iii) hereof in respect of Eligible Inventory shall not exceed 70% of
the aggregate amount of all Cdn. Loans and Cdn. Letters of Credit outstanding at
such time), all of the foregoing less such reserves as the Agent may establish
in its reasonable discretion including, without limitation, the Availability
Reserve (the "Cdn. Borrowing Base"); provided, however, that in no event shall
the aggregate amount of the Cdn. Loans and the Cdn. Letters of Credit
outstanding at any time exceed US$7,000,000 in the aggregate.

                  (c) The Agent, at any time in the exercise of its reasonable
discretion, may (i) establish and increase or decrease reserves against Eligible
Receivables and Eligible Inventory, (ii) reduce the advance rates against
Eligible Receivables and Eligible Inventory, or thereafter increase such advance
rates to any level equal to or below the advance rates in effect on the Closing
Date and (iii) impose additional restrictions (or eliminate the same) to the
standards of eligibility set forth in the definitions of Eligible Receivables
and Eligible Inventory.

                  (d) The U.S. Loans made by each U.S. Lender shall be evidenced
by a promissory note payable to the order of such Lender, substantially in the
form of Exhibit A (each as amended, supplemented or otherwise modified from time
to time, a "U.S. Note"), executed by the U.S. Borrowers and delivered to the
Agent on the Closing Date. The U.S. Note of each U.S. Lender shall be in a
stated maximum principal amount equal to such Lender's Commitment.

                  (e) The Cdn. Loans made by each Cdn. Lender shall be evidenced
by a promissory note payable in Cdn. Dollars, substantially in the form of
Exhibit B, and a promissory note payable in U.S. Dollars, substantially in the
form of Exhibit C, each payable to the order of such Lender (each as amended,
supplemented or otherwise modified from time to time, a "Cdn. Note"), executed
by the Cdn. Borrower and delivered to the Agent on the Closing Date. Each Cdn.
Note of each Cdn. Lender shall be in a stated maximum principal amount equal to
such Lender's Commitment.

                  (f) The Loans shall be payable in full, with all interest
accrued thereon, on the Expiration Date. The Borrowers may borrow, repay or
prepay (subject to the obligation of the


                                      -36-
<PAGE>   37


Borrowers to indemnify the Lenders under Section 2.2(e)(iii) upon any prepayment
of a LIBOR Rate Advance) and reborrow Loans, in whole or in part, in accordance
with the terms hereof.

                  (g) Each Cdn. Loan or Cdn. Letter of Credit shall be
denominated solely in Cdn. Dollars or U.S. Dollars, as the Administrative
Borrower may request. Each U.S. Loan or U.S. Letter of Credit shall be
denominated solely in U.S. Dollars.

                  SECTION 2.2. Procedure for Borrowing; Notices of Borrowing;
Notices of Continuation; Notices of Conversion.

                  (a) Each Borrowing shall be made on notice, given not later
than 12:00 Noon (Chicago time) on the third Business Day prior to the proposed
Borrowing Date in the case of a LIBOR Rate Advance, and not later than 11:00
A.M. (Chicago time) on the date of the proposed Borrowing in the case of a Base
Rate Advance or a Prime Rate Advance, by the Administrative Borrower to the
Agent. Each such notice of a Borrowing shall be by telephone, confirmed
immediately in writing (by telecopier or otherwise as permitted hereunder), in
substantially the form of Exhibit Q (a "Notice of Borrowing"), specifying
therein the requested (i) date of such Borrowing, (ii) Type of Advance
comprising such Borrowing and, in the case of a LIBOR Rate Advance, the
requested Interest Period therefor and (iii) aggregate principal amount of such
Borrowing. Upon the Agent's receipt of any Notice of Borrowing, the Agent shall
promptly notify each Lender thereof. On each date on which any Loan is made,
each Lender having a Commitment to make such a Loan will, subject to the
satisfaction of the conditions for each Loan under Section 5.1 (for the initial
Loan) and Section 5.2 (for each other Loan), make the amount of its Pro Rata
Share of such Loan available to the Agent for the account of the applicable
Borrower or Borrowers, (i) in the case of a U.S. Loan, at the Agent's U.S.
Payment Account prior to 2:00 P.M. (Chicago time), or (ii) in the case of a Cdn.
Loan, at the Agent's Cdn. Payment Account prior to 2:00 P.M., Toronto time, in
each case on the Borrowing Date requested by the Administrative Borrower, in
U.S. Dollars or Cdn. Dollars, as applicable, immediately available to the Agent.
The proceeds of such Borrowing will then be made available to the applicable
Borrower or Borrowers by the Agent wire transferring to the U.S. Borrowers'
Account or the applicable Cdn. Borrower's Account, as applicable, the aggregate
of the amounts made available to the Agent by the U.S. Lenders or the Cdn.
Lenders, as applicable, and in like funds as received by the Agent by 2:00 P.M.
(Chicago or Toronto time), as applicable on the requested Borrowing Date. Unless
the Agent receives contrary written notice prior to the date of any proposed
Borrowing, the Agent is entitled to assume that each applicable Lender will make
available its Pro Rata Share of such Borrowing and in reliance upon that
assumption, but without any obligation to do so, may advance such Pro Rata Share
on behalf of such Lender. If and to the extent that such Lender shall not have


                                      -37-
<PAGE>   38


made such amount available to the Agent, but the Agent has made such amount
available to the Administrative Borrower, such Lender and the applicable
Borrower or Borrowers jointly and severally agree to pay and repay the Agent
forthwith on demand such corresponding amount and to pay interest thereon, for
each day from the date such amount is transferred by the Agent to the
Administrative Borrower until the date such amount is paid or repaid to the
Agent, at (i) in the case of the applicable Borrower or Borrowers, the interest
rate applicable at such time to such Loan and (ii) in the case of each Lender,
for the period from the date such amount was wire transferred to the
Administrative Borrower to (and including) three days after demand therefor by
the Agent to such Lender, at the Federal Funds Rate and, following such third
day, at the interest rate applicable at such time to such Loan together with all
costs and expenses incurred by the Agent in connection therewith. If a Lender
shall pay to the Agent any or all of such amount, such amount so paid shall
constitute a Loan by such Lender to the applicable Borrower or Borrowers for
purposes of this Agreement.

                  (b) With respect to any Borrowing consisting of a LIBOR Rate
Advance, the Borrowers may, subject to the provisions of Section 2.2(d) and so
long as all the conditions set forth in Article V have been fulfilled, elect to
maintain such Borrowing or any portion thereof as a LIBOR Rate Advance by
selecting a new Interest Period for such Borrowing, which new Interest Period
shall commence on the last day of the Interest Period then ending. Each
selection of a new Interest Period (a "Continuation") shall be made by notice
given not later than 12:00 Noon (Chicago time) on the third Business Day prior
to the date of any such Continuation by the Administrative Borrower to the
Agent. Such notice by the Administrative Borrower of a Continuation shall be by
telephone, confirmed immediately in writing (by telecopier or otherwise as
permitted hereunder), in substantially the form of Exhibit R (a "Notice of
Continuation"), specifying the requested (i) date of such Continuation and (ii)
aggregate amount of the Advance subject to such Continuation, which shall comply
with all limitations on Loans hereunder. Upon the Agent's receipt of any Notice
of Continuation, the Agent shall promptly notify each Lender thereof. Unless, on
or before 12:00 Noon (Chicago time) of the third Business Day prior to the
expiration of an Interest Period, the Agent shall have received a Notice of
Continuation from the Administrative Borrower for the entire Borrowing
consisting of the LIBOR Rate Advance outstanding during such Interest Period,
any amount of such Advance comprising such Borrowing remaining outstanding at
the end of such Interest Period (or any unpaid portion of such Advance not
covered by a timely Notice of Continuation) shall, upon the expiration of such
Interest Period, be Converted to a Base Rate Advance or, if such Borrowing is by
the Cdn. Borrower, a Prime Rate Advance.


                                      -38-
<PAGE>   39


                  (c) The Borrowers may on any Business Day upon notice (each
such notice, a "Notice of Conversion") given by the Administrative Borrower to
the Agent, and subject to the provisions of Section 2.2(d), Convert the entire
amount of or a portion of an Advance of one Type into an Advance of another
Type; provided, however, that (i) the Borrowers may not Convert a Base Rate
Advance or a Prime Rate Advance into a LIBOR Rate Advance if an Event of Default
has occurred and is continuing, (ii) any Conversion of a LIBOR Rate Advance into
a Base Rate Advance shall be made on, and only on, the last day of an Interest
Period for such LIBOR Rate Advance and (iii) only the Cdn. Borrower may Convert
an Advance to a Prime Rate Advance. Each such Notice of Conversion shall be
given not later than 12:00 P.M. (Chicago time) on the Business Day prior to the
date of any proposed Conversion into a Base Rate Advance or a Prime Rate Advance
and on the third Business Day prior to the date of any proposed Conversion into
a LIBOR Rate Advance. Subject to the restrictions specified above, each Notice
of Conversion shall be by telephone, confirmed immediately in writing (by
telecopier or otherwise as permitted hereunder), in substantially the form of
Exhibit S, specifying (i) the requested date of such Conversion, (ii) the Type
of Advance to be Converted, the Type of Advance into which such Advance is
requested to be Converted and, in the case of an Advance to be Converted to a
LIBOR Rate Advance, the requested Interest Period therefor and (iii) the amount
of such Advance to be Converted. Upon the Agent's receipt of any Notice of
Conversion, the Agent shall promptly notify each Lender thereof. Each Conversion
shall be in an aggregate amount not less than US$1,000,000 or Cdn.$1,000,000, as
applicable, or an integral multiple of US$1,000,000 or Cdn.$1,000,000, as
applicable, in excess thereof.

                  (d) Anything in subsection (b) or (c) above to the contrary
notwithstanding,

                           (i) if, at least one Business Day before the date of
                  any requested LIBOR Rate Advance, the introduction of or any
                  change in or in the interpretation of any law or regulation
                  makes it unlawful, or any central bank or other governmental
                  authority asserts that it is unlawful, for any Lender or any
                  of its Affiliates to perform its obligations hereunder to make
                  a LIBOR Rate Advance or to fund or maintain a LIBOR Rate
                  Advance hereunder (including in the case of a Continuation or
                  a Conversion), such Lender shall promptly give written notice
                  of such circumstance to the Agent, and the Agent shall
                  promptly deliver such notice to the Administrative Borrower,
                  and the right of the Borrowers to select a LIBOR Rate Advance
                  for such Borrowing or any subsequent Borrowing (including a
                  Continuation or a Conversion) shall be suspended until the
                  circumstances causing such suspension no longer exist, and any
                  Advance comprising such requested Borrowing shall be a Base
                  Rate Advance;


                                      -39-
<PAGE>   40


                           (ii) if, at least one Business Day before the first
                  day of any Interest Period, the Agent is unable to determine
                  the LIBOR Rate for LIBOR Rate Advances comprising any
                  requested Borrowing, Continuation or Conversion, the Agent
                  shall promptly give written notice of such circumstance to the
                  Administrative Borrower, and the right of the Borrowers to
                  select or maintain LIBOR Rate Advances for such Borrowing or
                  any subsequent Borrowing shall be suspended until the Agent
                  shall notify the Administrative Borrower that the
                  circumstances causing such suspension no longer exist, and any
                  Advance comprising such Borrowing shall be a Base Rate Advance
                  (or, in the case of a Borrowing by the Cdn. Borrower, a Prime
                  Rate Advance);

                           (iii) if any Lender shall, at least one Business Day
                  before the date of any requested Borrowing or Continuation of,
                  or Conversion into, a LIBOR Rate Advance, notify the Agent,
                  which notice the Agent shall promptly deliver to the
                  Administrative Borrower, that the LIBOR Rate for Advances
                  comprising such Borrowing, Continuation or Conversion will not
                  adequately reflect the cost to such Lender of making or
                  funding Advances for such Borrowing, the right of the
                  Borrowers to select LIBOR Rate Advances shall be suspended
                  until such Lender shall notify the Administrative Borrower
                  that the circumstances causing such suspension no longer
                  exist, and any Advance comprising such Borrowing shall be a
                  Base Rate Advance (or, in the case of a Borrowing by the Cdn.
                  Borrower, a Prime Rate Advance);

                           (iv) there shall not be outstanding at any time more
                  than ten Borrowings which consist of LIBOR Rate Advances;

                           (v) each Borrowing which consists of LIBOR Rate
                  Advances shall be in an amount equal to US$1,000,000 or a
                  whole multiple of US$1,000,000 in excess thereof; and

                           (vi) if an Event of Default has occurred and is
                  continuing, no LIBOR Rate Advances may be borrowed or
                  continued as such.

                  (e) Each Notice of Borrowing, Notice of Continuation and
Notice of Conversion shall be irrevocable and binding on the Borrowers. The
Borrowers agree, jointly and severally, to indemnify each Lender against any
loss, cost or expense incurred by such Lender as a result of (i) default by the
Borrowers in


                                      -40-
<PAGE>   41


making a Borrowing of, Conversion into or Continuation of a LIBOR Rate Advance
after the Administrative Borrower has given notice requesting the same, (ii)
default by the Borrowers in payment when due of the principal amount of or
interest on any LIBOR Rate Advance or (iii) the making of a payment or
prepayment of a LIBOR Rate Advance on a day which is not the last day of an
Interest Period with respect thereto, including, without limitation, any loss
(including loss of anticipated profits), cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by such
Lender to fund such Advance.

                  SECTION 2.3. Application of Proceeds. The proceeds of the
Loans shall be used by the Borrowers (i) to refinance the Borrowers' existing
short term indebtedness, (ii) to finance, directly or indirectly, Permitted
Acquisitions by GPI and the Borrowers and (iii) to provide for their general
working capital purposes and for expenses incurred by the Borrowers in
connection herewith.

                  SECTION 2.4. Maximum Amount of the Loans; Mandatory
Prepayments; Early Termination of Agreement; Release of Equipment
Collateral.

                  (a) In no event shall the sum of the aggregate outstanding
principal balance of the U.S. Loans and the aggregate undrawn amount of all
unexpired U.S. Letters of Credit exceed the lesser of (i) the U.S. Borrowing
Base and (ii) the aggregate amount of the Commitments less the aggregate amount
of Cdn. Loans and the undrawn amount of Cdn. Letters of Credit outstanding. In
no event shall the sum of (A) the aggregate outstanding principal balances of
the Cdn. Loans and (B) the aggregate undrawn amount of all unexpired Cdn.
Letters of Credit exceed the lesser of (I) the Cdn. Borrowing Base and (II)
US$7,000,000.

                  (b) In addition to any prepayment required as a result of an
Event of Default hereunder, upon discovery by or notice to the Administrative
Borrower that any of the lending limits set forth in Section 2.1(a) or (b) or
Section 2.4(a) has been exceeded, an amount sufficient to reduce the outstanding
balances (and Collateralize outstanding Letters of Credit) to the applicable
maximum allowed amount shall become due and payable by the Borrowers without the
necessity of a demand by the Agent or any Lender.

                  (c) The Borrowers shall have the right to terminate this
Agreement at any time on 45 days' prior written notice by the Administrative
Borrower to the Agent, provided that on the date of such termination all
Obligations, including all amounts required for the Collateralization of Letters
of Credit and interest, fees and expenses (including, without limitation, costs
and expenses of the type specified in Section 2.2(e)(iii)) payable to the date
of such termination, shall be paid in full.


                                      -41-
<PAGE>   42


                  (d) The Administrative Borrower may request, in a notice
delivered to the Agent not more than once in any fiscal quarter of the
Borrowers, that the Agent release its Lien on Equipment of the U.S. Borrowers to
the extent such Lien encumbers Equipment with an Orderly Liquidation Value in
excess of US$50,000,000 (that is located on Property or any other realty unless
(i) such Property or realty is not subject to any lease or mortgage or (ii) any
lessor or mortgagor of such Property or realty has executed and delivered to the
Agent a Collateral Access Agreement) and in which Equipment the Agent has a
perfected, first priority security interest subject to no other Liens other than
Permitted Liens. For purposes hereof, "Orderly Liquidation Value" means the
amount of net proceeds that could be obtained from a sale of the U.S. Borrowers'
Equipment within 180 days, as determined by an independent appraiser of
recognized standing in a current appraisal reasonably satisfactory to the Agent.
If the Agent shall have received such a satisfactory appraisal meeting the
requirements of this subsection, it shall, at the Borrowers' expense, release
its Lien under release documentation satisfactory to the Agent and the
Administrative Borrower on such items of Equipment as it shall determine in its
discretion from such appraisal comprise the amount of Orderly Liquidation Value
of the U.S. Borrowers' Equipment (that is located on Property or any other
realty unless (i) such Property or realty is not subject to any lease or
mortgage or (ii) any lessor or mortgagor of such Property or realty has executed
and delivered to the Agent a Collateral Access Agreement) in excess of
US$50,000,000 in which Equipment the Agent has a perfected, first priority
security interest subject to no other Liens other than Permitted Liens.

                  (e) The entire outstanding principal amount of the Loans,
together with all accrued and unpaid interest thereon and all fees, costs and
expenses payable by the Borrowers hereunder, shall become due and payable on the
Expiration Date.

                  SECTION 2.5. Maintenance of Loan Account; Statements of
Account. The Agent shall maintain accounts on its books in the name of the U.S.
Borrowers jointly and in the name of the Cdn. Borrower, respectively
(collectively, the "Loan Account"), in which the applicable Borrowers will be
charged with all loans and advances made by each Lender to the applicable
Borrowers or for the applicable Borrowers' account, together with all interest,
fees, expenses and any other Obligations chargeable to the Borrowers hereunder,
that are not paid by the Borrowers when due, and each Lender's Pro Rata Share
thereof. All amounts of interest, fees and expenses so charged to the Borrowers'
account shall accrue interest at the rate applicable to LIBOR Rate Advances with
an Interest Period of one month. The Loan Account will be credited with all
amounts received by the Agent from the Borrowers or for the Borrowers' account,
including, as set forth


                                      -42-
<PAGE>   43


below, all amounts received from the Lockbox Banks or, in the case of the Cdn.
Borrower, the Blocked Account Bank. The Agent shall send the Administrative
Borrower a monthly statement reflecting the activity in the Loan Account. Each
such statement shall be an account stated and shall be final, conclusive and
binding on the Borrowers, absent manifest error.

                  SECTION 2.6. Collection of Receivables.

                  (a) At all times during the term of this Agreement, (i) each
U.S. Borrower shall maintain, pursuant to a Lockbox Agreement, a lockbox (a
"Lockbox") and (ii) each Borrower shall maintain, pursuant to a Lockbox
Agreement, or, in the case of the Cdn. Borrower, pursuant to the Blocked Account
Agreement, one or more blocked accounts (each, a "Blocked Account"). Each U.S.
Borrower shall instruct its account debtors to remit to a Lockbox, and the Cdn.
Borrower shall instruct its account debtors to remit to a Blocked Account, all
Collections including, without limitation, all checks, drafts and other
documents and instruments evidencing remittances in payment (collectively,
"Items of Payment"), provided that the Cdn. Borrower shall be permitted to take
physical delivery of any Items of Payment so long as no Event of Default has
occurred and is continuing and the Cdn. Borrower remits such Items of Payment to
a Blocked Account within one Business Day following its receipt thereof. Items
of Payment remitted to a Blocked Account will be processed in accordance with
the applicable Lockbox Agreement or, in the case of the Cdn. Borrower, the
Blocked Account Agreement.

                  (b) So long as no Event of Default has occurred and is
continuing, all Collections deposited in a Blocked Account shall be transferred
to an operating account of the applicable Borrower or otherwise released to such
Borrower. Following the occurrence and during the continuance of an Event of
Default, the Agent may apply all amounts received by it from the Lockbox Banks
or, in the case of the Cdn. Borrower, the Blocked Account Bank, to such of the
Obligations (provided that no Collections from the Receivables of the Cdn.
Borrower shall be deemed to secure or be applied to any of the Obligations owed
by any Loan Party organized under the laws of any state of the United States)
and in such order as it may elect in its sole and absolute discretion. All
Collections and other amounts received by a Borrower from any account debtor, in
addition to all other cash received by such Borrower from any other source,
shall, upon receipt, be deposited into a Blocked Account. The Borrowers will at
all times (i) not commingle any Items of Payment with any of their other funds
or property, but will segregate them from their other assets and will hold them
in trust and for the account and as the property of the Agent and (ii) endorse
any Items of Payment. The Agent will credit all such payments to the Borrowers'
account, conditional upon final collection; credit will be given only for
cleared funds received prior to 2:00 p.m.



                                      -43-
<PAGE>   44

(Chicago or Toronto time, as applicable) by the Agent at the Agent's U.S.
Payment Account or the Agent's Cdn. Payment Account, as applicable, or such
other account as the Agent may designate. In all cases, the Borrowers' account
will be credited only with the net amounts actually received in payment of their
Receivables.

                  SECTION 2.7. Term. The term of this Agreement shall be for a
period from the Closing Date to but not including April 14, 2003, provided that
the Expiration Date shall automatically be extended, and this Agreement shall
automatically and continuously renew, for successive additional terms of one
year each, unless the Agent gives the Administrative Borrower or the
Administrative Borrower gives the Agent written notice, not less than sixty days
prior to the next Expiration Date, that such party elects to terminate this
Agreement effective on the next Expiration Date, provided, further, that the
Commitments shall terminate and the Loans shall become immediately due and
payable (i) on any earlier date on which all or any part of the principal amount
of the Subordinated Note becomes due and payable unless such principal amount is
paid from the proceeds of Permitted Refinancing Indebtedness or Net Cash
Proceeds or (ii) as provided in Section 9.2. Notwithstanding the foregoing, the
Borrowers shall have no right to terminate this Agreement at any time that any
principal of or interest on any of the Loans is outstanding, except upon
prepayment of all Obligations, the Collateralization of the amount of all
outstanding Letters of Credit and the satisfaction of all other conditions set
forth in the Loan Documents with respect thereto. On the Expiration Date or on
any earlier termination of this Agreement, the Borrowers shall pay in full all
Obligations and Collateralize all outstanding Letters of Credit, and
notwithstanding any termination of this Agreement, all of the Agent's and the
Cdn. Agent's security interests and all of the Agent's and the Cdn. Agent's
other rights and remedies shall continue in full force and effect until payment
and performance in full of all Obligations.

                  SECTION 2.8. Payment Procedures.


                  (a) The Borrowers hereby authorize the Agent to charge the
Loan Account with the amount of all interest, fees, expenses and other payments
to be made hereunder and under the other Loan Documents. The Agent may, but
shall not be obligated to, discharge the Borrowers' payment obligations
hereunder by so charging the Loan Account.

                  (b) Each payment by a Borrower on account of principal,
interest, fees or expenses hereunder shall be made to the Agent for the benefit
of the Agent and the Lenders according to the their respective rights thereto.
All payments to be made by the Borrowers hereunder and under the Notes, whether
on account of principal, interest, fees or otherwise, shall be made


                                      -44-
<PAGE>   45

without setoff, deduction or counterclaim and shall be made prior to 2:00 P.M.
(Chicago time) on the due date thereof to the Agent, for the account of the
Lenders (except as expressly otherwise provided), at the Agent's U.S. Payment
Account in the case of the U.S. Borrowers' Obligations and at the Agent's Cdn.
Payment Account in the case of the Cdn. Borrower's Obligations and in
immediately available funds. Except for payments which are expressly provided to
be made to the account of the Agent only, the Agent shall distribute all
payments to the applicable Lenders on the Business Day following receipt in like
funds as received. Notwithstanding anything to the contrary contained in this
Agreement, if a Lender exercises its right of setoff under Section 11.3 or
otherwise, any amounts so recovered shall promptly be shared by such Lender with
the other Lenders according to their respective Pro Rata Shares.

                  (c) Whenever any payment to be made hereunder shall be stated
to be due on a day that is not a Business Day, the payment may be made on the
next succeeding Business Day and such extension of time shall be included in the
computation of the amount of interest due hereunder.

                  SECTION 2.9. Defaulting Lenders.

                  (a) A Lender who fails to pay the Agent its Pro Rata Share of
any Loans made available by the Agent on such Lender's behalf, or who fails to
pay any other amount owing by it to the Agent hereunder, is a defaulting lender
(a "Defaulting Lender"). The Agent may recover all such amounts owing by a
Defaulting Lender on demand.

                  (b) The failure of any Lender to fund its Pro Rata Share of
any Borrowing shall not relieve any other Lender of its obligation to fund its
Pro Rata Share of such Borrowing. Conversely, no Lender shall be responsible for
the failure of another Lender to fund such other Lender's Pro Rata Share of a
Borrowing.

                  (c) The Agent shall not be obligated to transfer to a
Defaulting Lender any payments made by the Borrowers to the Agent for the
Defaulting Lender's benefit; nor shall a Defaulting Lender be entitled to the
sharing of any payments hereunder. Amounts payable to a Defaulting Lender shall
instead be paid to or retained by the Agent. The Agent may hold and, in its
discretion, re-lend to the applicable Borrower or Borrowers the amount of all
such payments received or retained by it for the account of such Defaulting
Lender. For purposes of voting or consenting to matters with respect to the Loan
Documents and determining Pro Rata Shares, such Defaulting Lender shall be
deemed not to be a Lender and such Lender's Commitment for such purposes shall
be deemed to be zero. This Section shall remain effective with respect to such
Lender until (i) the Defaulting


                                      -45-
<PAGE>   46


Lender has paid all amounts required to be paid to the Agent hereunder or (ii)
the Required Lenders, the Agent and the Administrative Borrower shall have
waived such Lender's default in writing. The operation of this Section shall not
be construed to increase or otherwise affect the Commitment of any Lender, or
relieve or excuse the performance by any of the Borrowers of its duties and
obligations hereunder.

                  (d) The Administrative Borrower may, by notice (a "Replacement
Notice") in writing to the Agent and a Defaulting Lender, (i) request such
Defaulting Lender to cooperate with the Administrative Borrower in obtaining a
Replacement Lender for such Defaulting Lender; (ii) request the non-Defaulting
Lenders to acquire and assume all or a portion of such Defaulting Lender's Loans
and Commitment, but none of such Lenders shall be obligated to do so; or (iii)
propose a Replacement Lender. If a Replacement Lender shall be accepted by the
Agent or one or more of the non-Defaulting Lenders shall agree to acquire and
assume all or part of a Defaulting Lender's Loans and Commitment, then such
Defaulting Lender shall assign, in accordance with Section 11.7, all or part, as
the case may be, of its Loans, Commitment, Note and other rights and obligations
under this Agreement and all other Loan Documents to such Replacement Lender or
non-Defaulting Lenders, as the case may be, in exchange for payment of the
principal amount of the Loans so assigned and all interest and fees accrued on
such amount so assigned; provided, however, that (i) such assignment shall be on
the terms and conditions set forth in Section 11.7, and (ii) prior to any such
assignment, the Borrowers shall have (A) paid to such Defaulting Lender all
amounts properly demanded and theretofore unpaid by the Borrowers under the
second sentence of Section 2.2(e) (less costs and expenses incurred by the
Borrowers directly as a result of the actions of the Defaulting Lender in
violation of this Agreement) and (B) paid to the Agent all amounts properly
demanded and theretofore unpaid by the Borrowers under Article IV. If the
Replacement Lender and the non-Defaulting Lenders shall only be willing to
acquire less than all of a Defaulting Lender's outstanding Loans and Commitment,
the Commitment of such Defaulting Lender shall not terminate, but shall be
reduced proportionately, and such Defaulting Lender shall continue to be a
"Lender" hereunder with a reduced Commitment and Pro Rata Share. Upon the
effective date of such assignment, the Borrowers shall issue replacement Notes
to such Replacement Lender, non-Defaulting Lenders and Defaulting Lender, as the
case may be, in exchange for the Note of such Defaulting Lender theretofore
outstanding, and such Replacement Lender shall, if not already a Lender, become
a "Lender" for all purposes under this Agreement and the other Loan Documents.


                                      -46-
<PAGE>   47


                  SECTION 2.10. Letters of Credit.

                  (a) The Agent, in its discretion, upon the request of the
Administrative Borrower, shall, subject to the other terms and conditions of
this Agreement, use its best efforts to cause a bank or financial institution
acceptable to the Agent to issue for the account of one or more of the Borrowers
Letters of Credit of a tenor and containing terms acceptable to the
Administrative Borrower, the Lenders and the issuer of such Letter of Credit, in
a maximum aggregate face amount outstanding at any time not to exceed (i)
US$18,000,000 in the case of Letters of Credit issued for the account of one or
more of the U.S. Borrowers and (ii) US$2,000,000 in the case of Letters of
Credit issued for the account of the Cdn. Borrower, provided that no Letter of
Credit shall have an expiration date after the Expiration Date. All Letters of
Credit shall be subject to the limitations set forth in Section 2.4(a), and a
sum equal to the aggregate amount of all outstanding U.S. Letters of Credit or
Cdn. Letters of Credit, as applicable, shall be included in calculating
outstanding amounts for purposes of determining compliance with Section 2.4(a).

                  (b) Immediately upon issuance or amendment of any Letter of
Credit in accordance with the procedures set forth in this Section 2.10, each
U.S. Lender or Cdn. Lender, as applicable, shall be deemed to have irrevocably
and unconditionally purchased and received from the Agent, without recourse or
warranty, an undivided interest and participation, to the extent of such
Lender's Pro Rata Share, of the liability and obligations under and with respect
to such Letter of Credit and the Letter of Credit Agreement (including, without
limitation, all obligations of the applicable Borrower or Borrowers with respect
thereto, other than amounts owing to the Agent pursuant to the first sentence of
Section 4.4(c)) and any security therefor or guaranty pertaining thereto.

                  (c) Whenever the Administrative Borrower desires the issuance
of a Letter of Credit, the Administrative Borrower shall deliver to the Agent a
written notice no later than 12:00 Noon (Chicago time) at least ten Business
Days (or such shorter period as may be agreed to by the Agent) in advance of the
proposed date of issuance of a letter of credit request in substantially the
form attached as Exhibit T (a "Letter of Credit Request"). The transmittal by
the Administrative Borrower of each Letter of Credit Request shall be deemed to
be a representation and warranty by the Administrative Borrower that the Letter
of Credit may be issued in accordance with and will not violate any of the
requirements of this Section 2.10. Prior to the date of issuance of each Letter
of Credit, the Administrative Borrower shall provide to the Agent a precise
description of the documents and the text of any certificate to be presented by
the beneficiary of such Letter of Credit which, if presented by such beneficiary
on or prior to the expiration date of such Letter of Credit, would


                                      -47-
<PAGE>   48

require the issuing bank to make payment under such Letter of Credit. The Agent,
in its reasonable judgment, may require changes in any such documents and
certificates. No Letter of Credit shall require payment against a conforming
draft to be made thereunder prior to the second Business Day after the date on
which such draft is presented.

                  (d) Upon any request for a drawing under any Letter of Credit
by the beneficiary thereof, (i) the Administrative Borrower shall be deemed to
have timely given a Notice of Borrowing to the Agent for a U.S. Loan or a Cdn.
Loan, as applicable, on the date on which such drawing is honored in an amount
equal to the amount of such drawing and (ii) without regard to satisfaction of
the applicable conditions specified in Section 5.2 and the other terms and
conditions of borrowings contained herein, the applicable Lenders shall, on the
date of such drawing, make Base Rate Advances or Prime Rate Advances, as
applicable depending upon the currency in which such Letter of Credit is
payable, in the amount of such drawing, the proceeds of which shall be applied
directly by the Agent to reimburse the issuing bank for the amount of such
drawing or payment. If for any reason, proceeds of Advances are not received by
the Agent on such date in an amount equal to the amount of such drawing, the
applicable Borrower or Borrowers shall be obligated to and shall reimburse the
Agent, on the Business Day immediately following the date of such drawing, in an
amount in same day funds equal to the excess of the amount of such drawing over
the amount of such Loans, if any, which are so received, plus accrued interest
on such amount at the rate set forth in Section 4.1(a) or 4.2, as applicable.

                  (e) As among the Borrowers, the Agent and each Lender, the
Borrowers assume all risks of the acts and omissions of the Agent and the
issuing bank (other than for the gross negligence or willful misconduct of the
Agent or such issuing bank) or misuse of the Letters of Credit by the respective
beneficiaries of such Letters of Credit. In furtherance and not in limitation of
the foregoing, neither the Agent nor any of the Lenders shall be responsible (i)
for the accuracy, genuineness or legal effects of any document submitted by any
party in connection with the application for and issuance of or any drawing
honored under such Letters of Credit even if it should in fact prove to be in
any or all respects invalid, inaccurate, fraudulent or forged, (ii) for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Letter of Credit, or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason, (iii) for errors, omissions,
interruptions or delays in transmission or delivery of any messages, by mail,
cable, telegraph, telex, telecopy or otherwise, whether or not they be in
cipher, (iv) for errors in interpretation of technical terms, (v) for any loss
or delay in the transmission or otherwise


                                      -48-
<PAGE>   49


of any document required to make a drawing under any such Letter of Credit, or
of the proceeds thereof, (vi) for the misapplication by the beneficiary of any
such Letter of Credit, of the proceeds of any drawing honored under such Letter
of Credit, and (vii) for any consequences arising from causes beyond the control
of the issuing bank, the Agent or the Lenders, provided that the foregoing shall
not release the Agent or the issuing bank for any liability for its gross
negligence or willful misconduct. None of the above shall affect, impair, or
prevent the vesting of any of the Agent's rights or powers hereunder. Any action
taken or omitted to be taken by the Agent under or in connection with any Letter
of Credit, if taken or omitted in the absence of gross negligence or willful
misconduct of the Agent, shall not create any liability of the Agent to any
Borrower or any Lender.

                  (f) The obligations of the applicable Borrower or Borrowers to
reimburse the Agent for drawings honored under the Letters of Credit and the
obligations of the Lenders under this Section 2.10 shall be 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: (i) any lack of validity or enforceability of this Agreement, any
Letter of Credit, any Letter of Credit Agreement or any other agreement or
instrument relating thereto (the "Letter of Credit Related Documents"); (ii) the
existence of any claim, setoff, defense or other right which any Borrower or any
Affiliate of any Borrower may have at any time against a beneficiary or any
transferee of any Letter of Credit (or any Persons or entities for whom any such
beneficiary or transferee may be acting), the Agent, any Lender or any other
Person, whether in connection with this Agreement, the other Loan Documents, the
transactions contemplated herein or therein or any unrelated transaction; (iii)
any draft, demand, certificate or other documents presented under any Letter of
Credit proving to be forged, fraudulent or invalid in any respect or any
statement therein being untrue or inaccurate in any respect; (iv) the surrender
or impairment of any security for the performance or observance of any of the
terms of any of the Loan Documents; (v) failure of any drawing under a Letter of
Credit or any non-application or misapplication by the beneficiary of the
proceeds of any drawing; or (vi) that a Default or Event of Default shall have
occurred and be continuing.



                                      -49-
<PAGE>   50


                                  ARTICLE III.

                                    SECURITY


                  SECTION 3.1. General. To secure the prompt and complete
payment and performance when due (whether at stated maturity, by acceleration or
otherwise) of all of the Obligations, each of the U.S. Borrowers hereby grants
to the Agent for the ratable benefit of the U.S. Lenders a Lien on and security
interest in all of its right, title and interest in and to all of its
Receivables, Inventory and Equipment (other than Equipment that is subject to a
lease which prohibits or creates a default or right of termination upon the
assignment of or the granting of a security interest in or other Lien on the
applicable Borrower's rights thereunder, wherever located, whether now owned or
hereafter acquired, and all proceeds (whether in the form of cash or other
property) and products thereof including, without limitation, all proceeds of
insurance covering the same.

                  SECTION 3.2. Further Security. Each of the U.S. Borrowers also
grants to the Agent for the ratable benefit of the U.S. Lenders, as further
security for all of the Obligations, a security interest in all of its right,
title and interest in and to all property of such U.S. Borrower in the
possession of or deposited with or in the custody of the Agent or any Affiliate
of the Agent or any representative, agent or correspondent of the Agent. For
purposes of this Agreement, any property in which the Agent or any such
Affiliate has any security or title retention interest shall be deemed to be in
the custody of the Agent or of such Affiliate.

                  SECTION 3.3. Recourse to Security. Recourse to security shall
not be required for any Obligation hereunder and each Borrower hereby waives any
requirement that the Agent or the Lenders exhaust any right or take any action
against any of the Collateral before proceeding to enforce the Obligations
against such Borrower.

                  SECTION 3.4. Special Provisions Relating to Inventory SECTION
3.4. Special Provisions Relating to Inventory .

                  (a) All Inventory. The security interest in the Inventory
granted to the Agent hereunder shall continue through all steps of manufacture
and sale and attach without further act to raw materials, work in process,
finished goods, returned goods, documents of title and warehouse receipts, and
to proceeds resulting from the sale or other disposition of such Inventory.
Until all of the Obligations have been satisfied, all Letters of Credit have
been terminated or Collateralized and the Commitments have been terminated, the
Agent's security interest in such


                                      -50-


<PAGE>   51


Inventory and in all proceeds thereof shall continue in full force and effect
and the Agent shall have, in its sole and absolute discretion at any time if an
Event of Default has occurred and is continuing or the Agent believes that fraud
has occurred, the right to take physical possession of such Inventory and to
maintain it on the premises of a Borrower, in a public warehouse, or at such
other place as the Agent may deem appropriate. If the Agent exercises such right
to take possession of such Inventory, the Borrowers will, upon demand, and at
the Borrowers' cost and expense, assemble such Inventory and make it available
to the Agent at a place or places convenient to the Agent.

                  (b) Further Assurances. Each Borrower will perform any and all
steps that the Agent may request to perfect the Agent's or the Cdn. Agent's
security interests in such Borrower's Inventory including, without limitation,
placing and maintaining signs, executing and filing financing or continuation
statements in form and substance satisfactory to the Agent, maintaining stock
records and conducting lien searches. In each case, each Borrower shall take
such action as promptly as possible after requested by the Agent but in any
event within five Business Days after any such request is made except that each
Borrower shall take such action immediately upon the Agent's request following
the occurrence of an Event of Default. If any Borrower's Inventory is in the
possession or control of any Person other than a purchaser in the ordinary
course of business, a carrier for such Person or a public warehouseman where the
warehouse receipt is in the name of or held by the Agent, such Borrower shall
notify such Person of the Agent's or the Cdn. Agent's security interest therein
and, upon request, instruct such Person or Persons to hold all such Inventory
for the account of the Agent or the Cdn. Agent and subject to the Agent's
instructions. If so requested by the Agent, each Borrower (as promptly as
possible after requested by the Agent but in any event within five Business Days
after any such request is made) will deliver (i) to the Agent or the Cdn. Agent
warehouse receipts covering any of such Borrower's Inventory located in
warehouses showing the Agent or the Cdn. Agent as the beneficiary thereof and
(ii) to the warehouseman such agreements relating to the release of warehouse
Inventory as the Agent may request. A physical verification of all of each
Borrower's Inventory wherever located will be taken by such Borrower at least
every twelve months and, in any case, as often as reasonably requested by the
Agent and a copy of such physical verification shall be promptly thereafter
submitted to the Agent. Each Borrower shall also submit to the Agent a copy of
the annual physical Inventory of such Borrower as observed and tested by its
public accountants in accordance with generally accepted auditing standards and
GAAP. If so requested by the Agent, each Borrower shall execute and deliver to
the Agent or the Cdn. Agent a confirmatory written instrument, in form and
substance satisfactory to the Agent, listing all its


                                      -51-
<PAGE>   52


Inventory, but any failure to execute or deliver the same shall not limit or
otherwise affect the Agent's or the Cdn. Agent's security interest in and to
such Inventory. Each Borrower shall deliver a monthly report of its Inventory by
location, based upon a physical count, which shall describe such Inventory by
category and by item (in reasonable detail) and report the value thereof at the
lower of cost or market.

                  (c) Inventory Records. Each Borrower shall maintain full,
accurate and complete records of its Inventory describing the kind, type and
quantity of such Inventory and such Borrower's cost therefor, withdrawals
therefrom and additions thereto, including a perpetual inventory for work in
process and finished goods.

                  SECTION 3.5. Special Provisions Relating to Receivables

                  (a) Assignments, Etc. On the Agent's request therefor, each
Borrower shall furnish to the Agent copies of invoices to customers and shipping
and delivery receipts or warehouse receipts thereof. Each Borrower shall deliver
to the Agent the originals of all letters of credit, notes, and instruments in
its favor and such endorsements or assignments as the Agent may reasonably
request.

                  (b) Records, Collections, Etc. Each Borrower shall provide to
the Agent information relating to its customer credits granted during each month
at the time it provides to the Agent its accounts receivable aging reports for
such month under Section 7.1(k)(vi). No Borrower shall settle or adjust any
dispute or claim, or grant any discount (except ordinary trade discounts),
credit or allowance or accept any return of merchandise, except in the ordinary
course of its business, without the Agent's consent. Upon the occurrence and
during the continuance of an Event of Default or at any time that the Agent
believes that fraud has occurred, at the Agent's request, (i) each Borrower
shall promptly report to the Agent each such return, repossession or recovery of
merchandise, (ii) the Agent or, in the case of account debtors of the Cdn.
Borrower, the Cdn. Agent may settle or adjust disputes or claims directly with
account debtors for amounts and upon terms which it considers advisable and
(iii) the Agent or the Cdn. Agent, as applicable, may notify account debtors on
a Borrower's Receivables that such Receivables have been assigned to the Agent
or the Cdn. Agent, and that payments in respect thereof shall be made directly
to the Agent or the Cdn. Agent. Where a Borrower receives collateral of any kind
or nature by reason of transactions between itself and its customers or account
debtors, such Borrower will hold the same on the Agent's or the Cdn. Agent's
behalf, subject to the Agent's or the Cdn. Agent's instructions, and as property
forming part of such Borrower's Receivables.


                                      -52-
<PAGE>   53


Where a Borrower sells goods or services to a customer which also sells goods or
services to it or which may have other claims against it, such Borrower will so
advise the Agent immediately to permit the Agent to establish a reserve
therefor. Each Borrower hereby irrevocably authorizes and appoints the Agent or
the Cdn. Agent, as applicable, or any Person the Agent may designate, as its
attorney-in-fact, at such Borrower's sole cost and expense, to exercise, if an
Event of Default has occurred and is continuing or the Agent believes that fraud
has occurred, all of the following powers, which being coupled with an interest,
shall be irrevocable until all of the Obligations have been indefeasibly paid
and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and
deliver, all in the name of the Agent or the Cdn. Agent, as applicable or such
Borrower, any and all checks, notes, drafts, and other documents or instruments
relating to the Collateral; (B) to receive, open and dispose of all mail
addressed to such Borrower and to notify postal authorities to change the
address for delivery thereof to such address as the Agent or the Cdn. Agent, as
applicable, may designate; and (C) to take or bring, in the name of the Agent or
such Borrower, all steps, actions, suits or proceedings deemed by the Agent
necessary or desirable to enforce or effect collection of such Borrower's
Receivables or file and sign such Borrower's name on a proof of claim in
bankruptcy or similar document against any obligor of such Borrower.

                  SECTION 3.6. Special Provisions Relating to Equipment.

                  (a) Repair. Each Borrower shall keep all of its Equipment
constituting Collateral in a satisfactory state of repair and satisfactory
operating condition in accordance with industry standards, ordinary wear and
tear excepted, and will, consistent with the exercise of its reasonable business
judgment, make all repairs and replacements when and where necessary and
practical, will not waste or destroy (in any material respect) it or any part
thereof, and will not be negligent (in any material respect) in the care or use
thereof. Each Borrower shall repair and maintain all of its Equipment
constituting Collateral in accordance with industry practices in a manner
sufficient to continue the operation of its business as heretofore conducted.
Each Borrower shall use or cause its Equipment constituting Collateral to be
used (in all material respects) in accordance with law and the manufacturer's
instructions.

                  (b) Disposal. Where a Borrower is permitted to dispose of any
of its Equipment under this Agreement or by any consent thereto hereafter given
by the Agent, such Borrower shall do so as permitted under Section 7.1(c) or
otherwise at arm's length and in good faith and without materially impairing the
operating integrity or value of its remaining Equipment constituting Collateral.


                                      -53-

<PAGE>   54
                  SECTION 3.7. Continuation of Liens, Etc. Each Borrower shall
defend the Collateral against all claims and demands of all Persons at any time
claiming any interest therein, other than claims relating to Liens permitted by
the Loan Documents. Each Borrower agrees to comply with the requirements of all
state, provincial and federal laws to grant to the Agent or the Cdn. Agent, as
applicable, valid and perfected first priority security interests in the
Collateral. The Agent or the Cdn. Agent, as applicable, is hereby authorized by
each Borrower to sign such Borrower's name on any document or instrument as may
be necessary or desirable to establish and maintain the Liens covering the
Collateral and the priority and continued perfection thereof or file any
financing or continuation statements or similar documents or instruments
covering the Collateral whether or not such Borrower's signature appears
thereon. Each Borrower agrees, from time to time, at the Agent's or the Cdn.
Agent's request, to execute and deliver to the Agent or the Cdn. Agent or to
file notices of Liens, financing statements, similar documents or instruments,
and amendments, renewals and continuations thereof, and cooperate with the
Agent's or the Cdn. Agent's representatives, in connection with the continued
perfection (and the priority status thereof) and protection of the Collateral
and the Agent's or the Cdn. Agent's Liens thereon. Each Borrower agrees that the
Agent or the Cdn. Agent may file a carbon, photographic or other reproduction of
this Agreement (or any financing statement related hereto) as a financing
statement.

                  SECTION 3.8. Power of Attorney. In addition to all of the
powers granted to the Agent and the Cdn. Agent in this Article III, each
Borrower hereby appoints and constitutes the Agent or the Cdn. Agent, as
applicable, as such Borrower's attorney-in-fact to sign such Borrower's name on
any of the documents, instruments and other items described in Section 3.7, to
request at any time from customers indebted on its Receivables verification of
information concerning such Receivables and the amount owing thereon (provided
that any verification prior to an Event of Default shall not contain the Agent's
or the Cdn. Agent's name), and, upon the occurrence and during the continuance
of an Event of Default, (i) to convey any item of Collateral to any purchaser
thereof and (ii) to make any payment or take any act necessary or desirable to
protect or preserve any Collateral. The Agent's or the Cdn. Agent's authority
hereunder shall include, without limitation, the authority to execute and give
receipt for any certificate of ownership or any document, to transfer title to
any item of Collateral and to take any other actions arising from or incident to
the powers granted to the Agent or the Cdn. Agent under this Agreement. This
power of attorney is coupled with an interest and is irrevocable.

                                      -54-

<PAGE>   55




                                   ARTICLE IV.

                           INTEREST, FEES AND EXPENSES

                  SECTION 4.1. Interest. The U.S. Borrowers and the Cdn.
Borrower shall pay to the Agent for the ratable benefit of the U.S. Lenders and
the Cdn. Lenders, respectively, interest on the Advances, payable monthly in
arrears on the first Business Day of each month, commencing with the month
immediately following the Closing Date, and on the Expiration Date, at the
following rates per annum:

                  (a) Base Rate Advances. If such Advance is a Base Rate
Advance, at a fluctuating rate which is equal to (i) the Base Rate then in
effect plus (ii) the Pricing Increment, each change in such fluctuating rate to
take effect simultaneously with the corresponding change in the Base Rate.

                  (b) Prime Rate Advances. If such Advance is a Prime Rate
Advance, at a fluctuating rate which is equal to (i) the Prime Rate then in
effect plus (ii) the Pricing Increment, each change in such fluctuating rate to
take effect simultaneously with the corresponding change in the Prime Rate.

                  (c) LIBOR Rate Advances. If such Advance is a LIBOR Rate
Advance, at a rate which is equal at all times during the Interest Period for
such LIBOR Rate Advance to (i) the LIBOR Rate plus (ii) the Pricing Increment.

                  SECTION 4.2. Interest and Letter of Credit Fees After Event of
Default. From the date of occurrence of any Event of Default until the earlier
of the date upon which (i) all Obligations shall have been paid and satisfied in
full and all Letters of Credit have expired or been terminated or (ii) such
Event of Default shall have been cured within any grace period specified
therefor in Section 9.1 or waived, interest on the Loans shall be payable on
demand at a rate per annum equal to the rate that would be otherwise applicable
thereto under Section 4.1 plus up to an additional two percent (2%) and the
letter of credit fee pursuant to Section 4.4(c) shall be payable at the rate
that would otherwise apply under Section 4.4(c) plus up to an additional two
percent (2%).

                  SECTION 4.3. Closing Fee. The U.S. Borrowers and the Cdn.
Borrower, as applicable, shall pay in immediately available funds to the Agent
for the ratable benefit of the applicable Lenders a closing fee (a) on the
Effective Date in an amount equal to one-half of one percent (.50%) of the
aggregate amount of the Commitments of the U.S. Lenders and the Cdn. Lenders,
respectively, in effect on such date and (b) on the date of each


                                      -55-
<PAGE>   56


increase in the aggregate amount of the Commitments of the U.S. Lenders
and the Cdn. Lenders, respectively, after the Effective Date in an amount equal
to one-half of one percent (.50%) of the aggregate amount of such increase.

                  SECTION 4.4. Unused Line Fee; Letter of Credit Fees.

                  (a) The U.S. Borrowers shall pay to the Agent for the ratable
benefit of the U.S. Lenders on the first Business Day of each month, commencing
with the month immediately following the Closing Date, and on the Expiration
Date, in arrears, an unused line fee equal to three-eighths of one percent
(.375%) per annum of the difference, if positive, between (i) the lesser of (A)
the aggregate amount of the Commitments at such time and (B) the U.S. Borrowing
Base, less the aggregate amount of Cdn. Loans and the undrawn amount of Cdn.
Letters of Credit outstanding and (ii) the average daily outstanding amount of
the U.S. Loans plus the average daily aggregate undrawn amount available for
drawing under all U.S. Letters of Credit during the immediately preceding month
or portion thereof.

                  (b) The Cdn. Borrower shall pay to the Agent for the ratable
benefit of the Cdn. Lenders on the first Business Day of each month, commencing
with the month immediately following the Closing Date, and on the Expiration
Date, in arrears, an unused line fee equal to three-eighths of one percent
(.375%) per annum of the difference, if positive, between (i) US$7,000,000 and
(ii) the average daily outstanding amount of the Cdn. Loans plus the average
daily aggregate undrawn amount available for drawing under all Cdn. Letters of
Credit during the immediately preceding month or portion thereof.

                  (c) The Borrowers shall promptly pay to the Agent for its own
account all fees charged to the Agent by any issuer of a Letter of Credit which
relate directly to the opening, amending or drawing under Letters of Credit. In
addition, the Borrowers shall pay to the Agent for the ratable benefit of the
Lenders on the first Business Day of each month, commencing with the month
immediately following the Closing Date, and on the Expiration Date, in arrears,
a fee in an amount equal to the percentage per annum equal to the then
applicable Pricing Increment multiplied by the daily average of the undrawn
amount of the Letters of Credit outstanding and available for drawing during the
preceding month or during the interim period ending on the Expiration Date, as
the case may be.

                  SECTION 4.5. Calculations. All calculations of interest and
fees hereunder shall be made by the Agent on the basis of a year of 360 days (or
365 or 366 days, as applicable, in the case of Prime Rate Advances to the Cdn.
Borrower) for the actual number of days elapsed in the period for which such
interest or fees are payable. Each determination by the Agent of an interest
rate, fee or other payment hereunder shall be conclusive and binding for all
purposes, absent manifest error.


                                      -56-
<PAGE>   57


                  SECTION 4.6. Indemnification in Certain Events. If, after the
Closing Date, (i) any change in or in the interpretation of any law or
regulation is introduced including, without limitation, with respect to reserve
requirements, applicable to any Lender or any other banking or financial
institution from which any Lender borrows funds or obtains credit, (ii) any
Lender complies with any future guideline or request from any central bank or
other Governmental Authority or (iii) any Lender determines that the adoption of
any applicable law, rule or regulation regarding capital adequacy, or any change
therein, or any change in the interpretation or administration thereof by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof has or would have the effect described
below, or any Lender complies with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency, and in the case of any event set forth in this clause
(iii), such adoption, change or compliance has or would have the direct or
indirect effect of reducing the rate of return on such Lender's capital as a
consequence of its obligations hereunder to a level below that which such Lender
could have achieved but for such adoption, change or compliance (taking into
consideration such Lender's policies as the case may be with respect to capital
adequacy) by an amount deemed by such Lender to be material, and any of the
foregoing events described in clauses (i), (ii) and (iii) increases the cost to
such Lender of funding or maintaining the Loans made or to be made by such
Lender, or reduces the amount receivable in respect thereof by such Lender, then
the applicable Borrower or Borrowers shall, upon demand by the Agent, pay to the
Agent for the benefit of such Lender additional amounts sufficient to indemnify
such Lender against such increase in cost or reduction in amount receivable.

                  SECTION 4.7. Taxes.

                  (a) Any and all payments by the Borrowers hereunder or under
the Notes shall be made free and clear of and without deduction for any and all
present or future taxes, levies, imposts, deductions, charges or withholdings
and penalties, interest and all other liabilities with respect thereto imposed
by any Governmental Authority of the United States or Canada, including any
taxes imposed under Section 7701(l) of the Internal Revenue Code, excluding in
the case of the Agent and any Lender, taxes imposed on its net income
(including, without limitation, any taxes imposed on branch profits) and
franchise taxes imposed on the Agent and any Lender by any applicable
jurisdiction and further excluding any taxes, levies, imposts, deductions,
charges, fees, duties, penalties, interest and all other


                                      -57-
<PAGE>   58


liabilities with respect to such excluded income and franchise taxes (such
non-excluded items hereinafter referred to as "Taxes"). If the Borrowers shall
be required by law to deduct any Taxes from or in respect of any sum payable
hereunder or under any Loan to or for the benefit of the Agent or any Lender,
(A) the sum payable shall be increased by additional amounts ("Additional
Amounts") as may be necessary so that after making all required deductions of
Taxes (including deductions of Taxes applicable to Additional Amounts payable
under this Section 4.7) the Agent or such Lender receives an amount equal to the
sum it would have received had no such deductions been made, (B) the applicable
Borrower or Borrowers shall make such deductions and (C) the applicable Borrower
or Borrowers shall pay the full amount so deducted to the relevant taxation
authority in accordance with applicable law.

                  (b) In addition, each Borrower agrees to pay any present or
future stamp, documentary, excise, privilege, intangible or similar taxes or
levies imposed by any Governmental Authority of the United States or Canada that
arise at any time or from time to time (i) from any payment made under any and
all Loan Documents, or (ii) from the execution or delivery by such Borrower of,
or from the filing or recording or maintenance of, or otherwise with respect to
the exercise by the Agent or any Lender of its rights under, any and all Loan
Documents (hereinafter referred to as "Other Taxes").

                  (c) Each Borrower indemnifies the Agent and each Lender for
the full amount of (i) Taxes imposed on or with respect to amounts payable
hereunder and (ii) Other Taxes.

                  (d) Within thirty days after the date of any payment of Taxes
or Other Taxes, the Administrative Borrower will, upon request, furnish to the
Agent the original or a certified copy of a receipt or other documentation
reasonably satisfactory to the Agent evidencing payment thereof.

                  (e) In the event that any Borrower reimburses any Lender or
the Agent for any Taxes or pays any Taxes on any Lender's or the Agent's behalf
pursuant to this Section 4.7 and such Lender or the Agent thereafter receives
any refund or credit of such Taxes, such Lender or the Agent shall promptly pay
to such Borrower the amount of any such refund or credit together with interest
on such amount at the Federal Funds Rate from the date the refund is received or
the credit is applied through the date of payment to such Borrower.

                  (f) The Agent and each Lender that (i) with respect to the
U.S. Loans and the U.S. Letters of Credit, is organized under the laws of a
jurisdiction outside the United States, and (ii) with respect to the Cdn. Loans
and the Cdn. Letters of Credit, is organized under the laws of a jurisdiction
outside of


                                      -58-
<PAGE>   59


Canada, shall, on the Closing Date and from time to time thereafter if requested
by the Administrative Borrower, provide the Administrative Borrower with the
forms prescribed by the Internal Revenue Service or the Canada Customs and
Revenue Agency, as the case may be, properly completed and certifying as to the
Agent's and such Lender's status for purposes of determining exemption from
United States and Canadian Taxes with respect to all payments to be made to the
Agent and such Lender hereunder, or other documents satisfactory to the
Administrative Borrower confirming that all payments to be made to the Agent and
such Lender hereunder are not subject to United States Taxes or Canadian Taxes,
as the case may be. Unless the Administrative Borrower shall have received,
within thirty days of a request by the Administrative Borrower therefor, such
properly completed forms or such other documents indicating that payments to the
Agent and such Lender hereunder are not subject to United States Taxes or
Canadian Taxes, as the case may be, the Borrowers shall be entitled to withhold
Taxes from such payments at the applicable statutory rate, and no Additional
Amounts shall be payable with respect to United States Taxes or Canadian Taxes,
as the case may be, under this Agreement.

                  (g) Without prejudice to the survival of any other agreement
of the Borrowers hereunder, the agreements and obligations of the Borrowers
contained in this Section 4.7 shall survive the indefeasible payment in full of
the Obligations.


                                   ARTICLE V.

                              CONDITIONS OF LENDING


                  SECTION 5.1. Conditions to Initial Loan or Letter of Credit.
The obligation of the Lenders to make the initial Loan or of the Agent to use
its best efforts to cause to be issued the initial Letter of Credit is subject
to the satisfaction of the following conditions prior to or concurrent with such
initial Loan:

                  (a) the Agent shall have received the following, each dated
the date of the initial Loan or Letter of Credit or as of an earlier date
acceptable to the Agent, in form and substance satisfactory to the Agent and its
counsel:

                           (i) the U.S. Notes, each duly executed by each of the
                  U.S. Borrowers;


                                      -59-
<PAGE>   60

                           (ii) the Cdn. Notes, each duly executed by the Cdn.
                  Borrower;

                           (iii) (A) each Lockbox Agreement, duly executed by
                  the Borrower or Borrowers (other than the Cdn. Borrower) and
                  the Lockbox Bank party thereto, and (B) the Blocked Account
                  Agreement, duly executed by the Cdn. Borrower and the Blocked
                  Account Bank;

                           (iv) the Pledge Agreement, duly executed by GPI and
                  certain Subsidiaries of GPI party thereto and acknowledged by
                  each of the Subsidiaries of GPI whose shares of stock or other
                  equity interests or promissory notes payable are pledged
                  thereunder, together with (A) the original certificates
                  evidencing the shares of stock or other equity interests
                  pledged thereunder and undated transfer powers therefor,
                  executed in blank, and (B) the original promissory notes
                  pledged thereunder and undated note powers therefor, executed
                  in blank;

                           (v) the Guaranty, duly executed by each of the
                  Guarantors;

                           (vi) the Security Agreement, duly executed by the
                  Cdn. Borrower;

                           (vii) (A) executed Uniform Commercial Code financing
                  statements (Form UCC-1) naming the Agent as secured party and
                  each of the U.S. Borrowers and the other Pledgors as debtors,
                  (B) executed financing statements for registration under the
                  PPSA naming the Cdn. Agent as secured party and the Cdn.
                  Borrower as debtor and (C) termination statements, each in
                  form and substance satisfactory to the Agent, in each case in
                  proper form for filing in all jurisdictions that the Agent
                  deems necessary or desirable to perfect and protect the Liens
                  created hereunder and under the Security Documents and the
                  priority thereof;

                           (viii) completed requests for information, dated on
                  or before the date of the initial Loan, listing all effective
                  financing statements or registrations filed in the
                  jurisdictions referred to in clause (vii) above, that name
                  each of the Borrowers as debtor, together with copies of such
                  financing statements or verification statements, as the case
                  may be;



                                      -60-
<PAGE>   61

                           (ix) a completed perfection certificate,
                  substantially in the form of Exhibit P, signed by the
                  president or a vice president of each Borrower;

                           (x) the Contribution Agreement, duly executed by the
                  Guarantors;

                           (xi) a solvency certificate of the Chief Financial
                  Officer or the principal financial and accounting officer of
                  each of the Loan Parties, substantially in the form of Exhibit
                  M;

                           (xii) (A) the Subordination Agreement, duly executed
                  by Weatherford and GPI, and (B) a copy of the Subordinated
                  Note, certified by the Secretary or an Assistant Secretary of
                  GPI;

                           (xiii) an initial Borrowing Base Certificate for the
                  U.S. Borrowers and for the Cdn. Borrower, each duly executed
                  by the Administrative Borrower's Chief Financial Officer;

                           (xiv) (A) the audited Financial Statements for the
                  fiscal year of the Borrowers ended December 31, 1999,
                  certified by the Auditors, (B) a pro forma consolidated and
                  consolidating balance sheet of each Loan Party, after giving
                  effect to the consummation of the transactions contemplated
                  hereby reflecting a satisfactory tangible net worth of such
                  Loan Party and otherwise in form and substance satisfactory to
                  the Agent and (C) a certificate executed by a Responsible
                  Officer certifying that since December 31, 1999, no change,
                  event, occurrence or development or event involving a
                  prospective change in the business, prospects, operations,
                  results of operations, assets, liabilities or condition
                  (financial or otherwise) has occurred which has had or could
                  reasonably be expected to have a Material Adverse Effect, and
                  that all information provided by or on behalf of a Borrower to
                  the Agent hereunder or in connection herewith is true and
                  correct in all material respects;

                           (xv) an opinion of counsel for each Loan Party
                  covering such matters incident to the transactions
                  contemplated by this Agreement as the Agent may reasonably
                  require, which such counsel is hereby requested by the Loan
                  Parties to provide;



                                      -61
<PAGE>   62


                             (xvi) certified summaries of all policies of
                  insurance required by this Agreement and the other Loan
                  Documents, together with loss payee endorsements for all such
                  policies naming the Agent or the Cdn. Agent, as applicable, as
                  lender loss payee and an additional insured;

                             (xvii) a copy of the Business Plan for the period
                  commencing January 1, 2000, accompanied by a certificate
                  executed by a Responsible Officer certifying to the Agent that
                  the Business Plan has been prepared in good faith based upon
                  the assumptions contained therein and all information
                  available at the time of preparation thereof and, as of the
                  date of such certificate, such Responsible Officer is not
                  aware of any information contained in the Business Plan which
                  is false or misleading or of any omission of information which
                  causes the Business Plan to be false or misleading;

                             (xviii) copies of the Governing Documents of each
                  Loan Party and a copy of the resolutions of the Board of
                  Directors (or similar evidence of authorization) of each Loan
                  Party authorizing the execution, delivery and performance of
                  this Agreement or the other Loan Documents to which such Loan
                  Party is or is to be a party, and the transactions
                  contemplated hereby and thereby, attached to which is a
                  certificate of the Secretary or an Assistant Secretary of such
                  Loan Party certifying (A) that such copies of the Governing
                  Documents and resolutions (or similar evidence of
                  authorization) of such Loan Party are true, complete and
                  accurate copies thereof, have not been amended or modified
                  since the date of such certificate and are in full force and
                  effect and (B) the incumbency, names and true signatures of
                  the officers of such Loan Party authorized to sign the Loan
                  Documents to which it is a party;

                             (xix) a certified copy of a certificate of the
                  Secretary of State (or similar official or authorized Person)
                  of the state or jurisdiction of organization of each Loan
                  Party, dated within thirty days of the Closing Date, listing
                  the certificate of incorporation, partnership or organization
                  (or similar organizational document) of such Loan Party and
                  each amendment thereto on file in the office of such official
                  or jurisdiction and certifying that (A) such amendments are
                  the only amendments to such certificate of incorporation on
                  file in that office, (B) such Loan Party is not delinquent in
                  paying any franchise taxes to the date of such certificate and
                  (C) such Loan Party is in good standing in that jurisdiction;


                                      -62-
<PAGE>   63


                           (xx) a good standing certificate from the Secretary
                  of State (or similar official or authorized Person) of each
                  state or jurisdiction in which each Loan Party is qualified as
                  a foreign corporation, partnership or limited liability
                  company, each dated within thirty days of the Closing Date;

                           (xxi) a Collateral Access Agreement for each Property
                  specified on Schedule 5.1(a)(xxi) (other than a Property for
                  which an Availability Reserve has been established), duly
                  executed by each Person in possession thereof or with a Lien
                  thereon or other interest therein;

                           (xxii) a copy of each Borrower's employee stock
                  option plan as in effect on the Closing Date;

                           (xxiii) a letter from GPI to the Auditors authorizing
                  the Agent to discuss the financial condition of the Loan
                  Parties with the Auditors and their personnel and directing
                  the Auditors to cooperate with the Agent with respect thereto;

                           (xxiv) a letter agreement as to the payment of the
                  agency fee payable to the Agent for its own account, duly
                  executed by the Borrowers; and

                           (xxv) such other agreements, instruments, documents
                  and evidence as the Agent deems necessary in its sole and
                  absolute discretion in connection with the transactions
                  contemplated hereby.

                  (b) There shall be no pending or, to the knowledge of each
Borrower after due inquiry, threatened litigation, proceeding, inquiry or other
action (i) seeking an injunction or other restraining order, damages or other
relief with respect to the transactions contemplated by this Agreement or the
other Loan Documents or (ii) which affects or could affect the business,
prospects, operations, assets, liabilities or condition (financial or otherwise)
of any Loan Party, except, in the case of clause (ii), where such litigation,
proceeding, inquiry or other action could not reasonably be expected to have a
Material Adverse Effect.

                  (c) The Borrowers shall have paid (i) all reasonable fees and
expenses of the Agent in connection with the negotiation, preparation, execution
and delivery of the Loan Documents (including, without limitation, all of the
Agent's examination, audit, appraisal and travel expenses and the fees


                                      -63-
<PAGE>   64


and expenses of counsel to the Agent) and (ii) the closing fee payable under
Section 4.3 and all other fees referred to in this Agreement that are required
to be paid by the Effective Date.

                  (d) Except for (i) the filing of the financing and termination
statements under the Code and registrations under the PPSA specified in Section
5.1(a)(vii) and (ii) consents or authorizations which have been obtained and are
specified in Schedule 6.1(f), no consent or authorization of, filing with or
other act by or in respect of any Governmental Authority or any other Person is
required in connection with the execution, delivery, performance, validity or
enforceability of this Agreement, the Notes or the other Loan Documents or the
consummation of the transactions contemplated hereby or thereby or the
continuing operations of each Loan Party following the consummation of such
transactions.

                  (e) No change, occurrence, event or development or event
involving a prospective change that could reasonably be expected to have a
Material Adverse Effect shall have occurred and be continuing since December 31,
1999.

                  (f) The Agent and its counsel shall have performed (i) a
review satisfactory to the Agent of all of the Material Contracts and other
assets (including, without limitation, leases of operating facilities) of each
Loan Party, the financial condition of each Loan Party, including all of its
tax, litigation, environmental and other potential contingent liabilities, the
corporate and capital structure of each Loan Party, the cash management system
of each Loan Party and the ability of each Loan Party to be Year 2000 Compliant,
(ii) a pre-closing audit and collateral review and (iii) reviews and
investigations of such other matters as the Agent and its counsel deem
appropriate, in each case with results satisfactory to the Agent both before and
after giving effect to the Spinoff.

                  (g) The Spinoff shall have been consummated in accordance with
its terms to the satisfaction of the Agent.

                  (h) The Loan Parties shall be in compliance with all
Requirements of Law, Material Contracts and terms of their Governing Documents,
other than such noncompliance that could not have a Material Adverse Effect.

                  (i) The Liens in favor of the Agent and the Cdn. Agent shall
have been duly perfected and shall constitute first priority Liens (subject only
to Permitted Liens on Inventory), and the Collateral shall be free and clear of
all Liens other than Liens in favor of the Agent and the Cdn. Agent and
Permitted Liens.



                                      -64-
<PAGE>   65


                  (j) After giving effect to all Loans to be made and all
Letters of Credit to be issued on the Effective Date, the amount of Loans
available to be borrowed and Letters of Credit available to be issued under
Section 2.4(a) shall exceed US$25,000,000.

                  SECTION 5.2. Conditions Precedent to Each Loan and Each Letter
of Credit. The obligation of the Lenders to make any Loan or the Agent to use
its best efforts to cause to be issued any Letter of Credit is subject to the
satisfaction of the following conditions precedent:

                  (a) all representations and warranties contained in this
Agreement and the other Loan Documents shall be true and correct in all material
respects (and subject to the delivery to the Agent of updated schedules to this
Agreement as provided in Section 6.3) on and as of the date of such Loan or
Letter of Credit as if then made, other than representations and warranties that
expressly relate solely to an earlier date, in which case they shall have been
true and correct as of such earlier date;

                  (b) no Default or Event of Default shall have occurred and be
continuing or would result from the making of the requested Loan or the issuance
of the requested Letter of Credit as of the date of such request; and

                  (c) no event or condition shall have occurred that has had a
Material Adverse Effect.


                                   ARTICLE VI.

                         REPRESENTATIONS AND WARRANTIES

                  SECTION 6.1. Representations and Warranties of the Borrowers.
Each Borrower represents and warrants as follows:

                  (a) Organization, Good Standing and Qualification. Each
Borrower and each Designated Affiliate (i) is a corporation, limited partnership
or limited liability company duly organized, validly existing and in good
standing under the laws of the state or province of its organization, (ii) has
the corporate, partnership or limited liability company power and authority to
own its properties and assets and to transact the businesses in which it
presently is, or proposes to be, engaged and (iii) is duly qualified, authorized
to do business and in good standing in each jurisdiction where it presently is,
or proposes to be, engaged in business, except to the extent that the failure to
so qualify or be in good standing could not reasonably be expected to have a
Material Adverse Effect. Schedule 6.1(a) specifies all the jurisdictions in
which each Borrower and each Designated Affiliate (other than the Foreign
Subsidiaries) is qualified to do business as a foreign corporation, limited
partnership or limited liability company as of the Closing Date.


                                      -65-
<PAGE>   66


                  (b) Locations of Offices, Records and Collateral. The address
of the principal place of business and chief executive office of such Borrower
is, and the books and records of each Borrower and all of its chattel paper and
records of Receivables are maintained exclusively in the possession of such
Borrower at, the address of such Borrower specified for it in Schedule 6.1(b).
Except for Collateral with an aggregate value for all the Borrowers of up to
US$500,000, each jurisdiction in which a Borrower maintains any Collateral is
specified for it in Schedule 6.1(b).

                  (c) Authority. Such Borrower and each of the other Loan
Parties has the requisite corporate, partnership or limited liability power and
authority to execute, deliver and perform its obligations under each of the Loan
Documents to which it is a party. All corporate, partnership or limited
liability company action necessary for the execution, delivery and performance
by such Borrower or other Loan Party of the Loan Documents to which it is a
party (including the consent of shareholders, partners or members where
required) has been taken.

                  (d) Enforceability. This Agreement is and, when executed and
delivered, each other Loan Document to which such Borrower and each of the other
Loan Parties is a party, will be, the legal, valid and binding obligation of
such Borrower or other Loan Party enforceable in accordance with its terms,
except as enforceability may be limited by (i) bankruptcy, insolvency or similar
laws affecting creditors' rights generally and (ii) general principles of
equity.

                  (e) No Conflict. The execution, delivery and performance by
such Borrower and each of the other Loan Parties of each Loan Document to which
it is a party do not and will not breach or violate (i) any of the Governing
Documents of such Borrower or other Loan Party, (ii) any Requirement of Law or
(iii) any Material Contract and will not result in the imposition of any Liens
upon any of its properties except in favor of the Agent or the Cdn. Agent.

                  (f) Consents and Filings. No consent, authorization or
approval of, or filing with or other act by, any shareholders, partners or
members of such Borrower or any of the other Loan Parties, any Governmental
Authority or any other Person is required in connection with the execution,
delivery, performance, validity or enforceability of this Agreement or any other
Loan Document, the consummation of the transactions contemplated hereby or
thereby or the continuing operations of a Loan Party following such
consummation, except (i) those that have been obtained or made and are specified
in Schedule 6.1(f) and (ii) the filing of financing and termination statements
under the Code or registrations under the PPSA.


                                      -66-
<PAGE>   67


                  (g) Ownership; Subsidiaries. The Capital Stock of each of GPI
and its Subsidiaries and, to such Borrower's knowledge, other Affiliates of GPI
is owned by the Persons and in the amounts specified in Schedule 6.1(g).
Schedule 6.1(g) sets forth all of the Subsidiaries and other Affiliates of GPI.

                  (h) Solvency. Such Borrower and each of the other Loan Parties
is Solvent and will be Solvent upon the completion of all transactions
contemplated to occur on or before the Closing Date (including, without
limitation, the Loans to be made and the Letters of Credit to be issued on the
Closing Date).

                  (i) Financial Data. Such Borrower has provided to the Agent
complete and accurate copies of the annual audited Financial Statements for the
fiscal year ended December 31, 1999. Such Financial Statements have been
prepared in accordance with GAAP consistently applied throughout the periods
involved and fairly present the financial position, results of operations and
cash flows of GPI and its Subsidiaries for each of the periods covered. Except
as specified in Schedule 6.1(i), none of GPI or any of its Subsidiaries has any
Contingent Obligation or liability for taxes, unrealized losses, unusual forward
or long-term commitments which involve liabilities in excess of US$5,000,000,
that is not reflected in such Financial Statements or the footnotes thereto or
in filings made with the Securities and Exchange Commission and delivered to the
Agent. Except as specified in Schedule 6.1(i), during the period from December
31, 1999 to and including the date hereof, there has been no sale, transfer or
other disposition by GPI or any of its Subsidiaries of any material part of its
business or property and no purchase or other acquisition of any business or
property (including any Capital Stock of any other Person) material in relation
to the financial condition of GPI and its Subsidiaries at December 31, 1999.
Since December 31, 1999, there has been no change, occurrence, development or
event which has had or could reasonably be expected to have a Material Adverse
Effect.

                  (j) Accuracy and Completeness of Information. All data,
reports and information heretofore, contemporaneously or hereafter furnished by
or on behalf of such Borrower or any other Loan Party in writing to the Agent or
the Auditors for purposes of or in connection with this Agreement or any other
Loan Document, or any transaction contemplated hereby or thereby, are or will be
true and accurate in all material respects on the date as of which such data,
reports and information are dated or certified and not incomplete by omitting to
state any material fact necessary to make such data, reports and information not
misleading at such time. There are no facts now known to any Responsible Officer
of such Borrower which individually or in the


                                      -67-
<PAGE>   68


aggregate could reasonably be expected to have a Material Adverse Effect and
which have not been specified herein, in the Financial Statements, or in any
certificate, opinion or other written statement previously furnished by such
Borrower to the Agent.

                  (k) No Joint Ventures or Partnerships. Except for individually
immaterial arrangements incident to the conduct of such Borrower's or any
Designated Affiliate's business, such Borrower or Designated Affiliate is not
engaged in any joint venture or partnership with any other Person, except as
specified in Schedule 6.1(k).

                  (l) Corporate and Trade Name. Except as specified in Schedule
6.1(l), during the past five years, such Borrower has not been known by or used
in any material transaction any other corporate, partnership, trade or
fictitious name except for its name as set forth on the signature page of this
Agreement.

                  (m) No Actual or Pending Material Modification of Business.
There exists no actual or, to the best of such Borrower's knowledge, threatened
termination, cancellation or limitation of, or any modification or change in,
the business relationship of such Borrower or any Designated Affiliate with any
customer or group of customers the cancellation of any of whose services could
reasonably be expected to have a Material Adverse Effect.

                  (n) No Broker's or Finder's Fees. No broker or finder brought
about the obtaining, making or closing of the Loans or financial accommodations
afforded hereunder or in connection herewith by the Agent, any Lender or any of
its Affiliates. No broker's or finder's fees or commissions will be payable by
any Borrower to any Person in connection with the transactions contemplated by
this Agreement.

                  (o) Investment Company. Such Borrower is not an "investment
company," or an "affiliated person" of, or "promoter" or "principal underwriter"
for, an "investment company," as such terms are defined in the Investment
Company Act of 1940, as amended. Neither the making of any Loans, the issuance
of any Letters of Credit or the application of the proceeds or repayment thereof
by such Borrower or any beneficiary of such Letters of Credit, nor the
consummation of the other transactions contemplated by this Agreement or the
other Loan Documents, will violate any provision of such Act or any rule,
regulation or order of the Securities and Exchange Commission thereunder.

                  (p) Margin Stock. Such Borrower does not own any "margin
stock" as that term is defined in Regulation U of the Federal Reserve Board, and
the proceeds of Loans will be used only for the purposes contemplated hereunder.



                                      -68-
<PAGE>   69

                  (q)      Taxes and Tax Returns.

                           (i) Such Borrower and each Designated Affiliate has
                  properly completed and timely filed all income tax returns it
                  is required to file. The information filed is complete and
                  accurate in all material respects.

                           (ii) All taxes, assessments, fees and other
                  governmental charges for periods beginning prior to the date
                  hereof have been timely paid (or, if not yet due, adequate
                  reserves therefor have been established) and neither such
                  Borrower nor any such Affiliate has any liability for taxes in
                  excess of the amounts so paid or reserves so established,
                  except for such taxes that are being contested in good faith
                  or which involve an amount that could reasonably be expected
                  to give rise to a Lien that is not permitted to exist under
                  Section 7.2(i).

                           (iii) Except as specified in Schedule 6.1(q), no
                  deficiencies for taxes have been claimed, proposed or assessed
                  by any taxing or other Governmental Authority against such
                  Borrower or any Designated Affiliate and, to such Borrower's
                  knowledge, no tax Liens have been filed against it. Except as
                  specified in Schedule 6.1(q), there are no pending or
                  threatened audits, investigations or claims for or relating to
                  any liability for taxes and there are no matters under
                  discussion with any Governmental Authority which could
                  reasonably be expected to result in a Lien that is not
                  permitted to exist under Section 7.2(i). No extension of a
                  statute of limitations relating to taxes, assessments, fees or
                  other governmental charges is in effect with respect to such
                  Borrower.

                           (iv) Neither such Borrower nor any Designated
                  Affiliate is a party to or has any obligations under any
                  written tax sharing agreement or agreement regarding payments
                  in lieu of taxes, except as specified in Schedule 6.1(q).

                  (r) No Judgments or Litigation. Except as specified in
Schedule 6.1(r), no judgments, orders, writs or decrees are outstanding against
such Borrower, nor is there now pending or, to the best knowledge of such
Borrower or any Designated Affiliate after due inquiry, threatened litigation,
contested claim, investigation, arbitration, or governmental proceeding by or
against such Borrower or Affiliate that (i) individually or in the aggregate
could reasonably be expected to have a Material Adverse Effect or (ii) purports
to affect the legality, validity or enforceability of this Agreement, the Notes,
any other Loan Document or the consummation of the transactions contemplated
hereby or thereby.


                                      -69-
<PAGE>   70


                  (s) Title to Property. Except as specified in Schedule 6.1(s),
such Borrower and each Designated Affiliate has (i) good and indefeasible fee
simple title to or valid leasehold interests in all of its Property and (ii)
good title to all of its other property, in each case free and clear of Liens
other than Liens permitted by Section 7.2(i) and other than any exceptions to
such title to property that does not constitute Collateral as could not
reasonably be expected to have a Material Adverse Effect.

                  (t) No Other Indebtedness. On the Closing Date and after
giving effect to the transactions contemplated hereby, such Borrower and each
Designated Affiliate has no Indebtedness other than Indebtedness permitted under
Section 7.2(a).

                  (u) Investments; Contracts. Except as specified in Schedule
6.1(u), neither such Borrower nor any Designated Affiliate (i) has committed to
make any Investment other than Investments permitted under Section 7.2(k); (ii)
is a party to any indenture, agreement, contract, instrument or lease, or
subject to any charter, bylaw or other corporate restriction or any injunction,
order, restriction or decree, which could materially and adversely affect its
business, operations, assets or financial condition; (iii) is a party to any
"take or pay" contract as to which it is the purchaser and which, if such
Borrower or Affiliate were to fail to perform thereunder, could reasonably be
expected to have a Material Adverse Effect; or (iv) has any material contingent
or long-term liability, including any management contract, which could
reasonably be expected to have a Material Adverse Effect.

                  (v) No Defaults. On the Closing Date, after giving effect to
the transactions contemplated hereby, neither such Borrower nor any Designated
Affiliate is in default under any term of any Material Contract or Requirement
of Law other than any default which, when taken together with all other similar
defaults, could reasonably be expected to have a Material Adverse Effect.

                  (w) Rights in Collateral; Priority of Liens. All of its
Receivables, Inventory and Equipment are owned by such Borrower, free and clear
of any and all Liens in favor of third parties, other than Liens in favor of the
Agent and the Cdn. Agent and Permitted Liens. Upon the proper filing of the
financing and termination statements and registrations specified in Section
5.1(a)(vii), the Liens granted pursuant to this Loan Agreement constitute valid,
enforceable, perfected and, except


                                      -70-
<PAGE>   71


for Liens permitted to exist under Section 7.2(i) with respect to Inventory and
Equipment, first priority Liens on the Collateral.

                  (x) ERISA.

                           (i) No Borrower or ERISA Affiliate maintains or
                  contributes to any Plan, other than those specified in
                  Schedule 6.1(x).

                           (ii) Each Borrower and ERISA Affiliate have fulfilled
                  all contribution obligations for each Plan (including
                  obligations related to the minimum funding standards of ERISA
                  and the Internal Revenue Code), and no application for a
                  funding waiver or an extension of any amortization period
                  pursuant to Sections 303 and 304 of ERISA or Section 412 of
                  the Internal Revenue Code has been made with respect to any
                  Plan.

                           (iii) No Termination Event has occurred nor has any
                  other event occurred that is likely to result in a Termination
                  Event. No Borrower or ERISA Affiliate, or any fiduciary of any
                  Plan, is subject to any direct or indirect liability with
                  respect to any Plan under any Requirement of Law or agreement,
                  except for ordinary funding obligations which are not past
                  due.

                           (iv) No Borrower or ERISA Affiliate is required to or
                  reasonably expects to be required to provide security to any
                  Plan under Section 307 of ERISA or Section 401(a)(29) of the
                  Internal Revenue Code.

                           (v) Each Borrower and ERISA Affiliate is in
                  compliance in all material respects with all applicable
                  provisions of ERISA and the Internal Revenue Code with respect
                  to all Plans. There has been no prohibited transaction as
                  defined in Section 406 of ERISA or Section 4975 of the
                  Internal Revenue Code (a "Prohibited Transaction") with
                  respect to any Plan or any Multiemployer Plan. Each Borrower
                  and ERISA Affiliate have made when due any and all payments
                  required to be made under any agreement relating to a
                  Multiemployer Plan or any Requirement of Law pertaining
                  thereto. With respect to each Plan and Multiemployer Plan, no
                  Borrower or ERISA Affiliate has incurred any liability to the
                  PBGC or had asserted against it any penalty for failure to
                  fulfill the minimum funding requirements of ERISA other than
                  for payments of premiums in the ordinary course of business.


                                      -71-
<PAGE>   72


                           (vi) Each Plan which is intended to qualify under
                  Section 401(a) of the Internal Revenue Code has received a
                  favorable determination letter from the IRS or the remedial
                  amendment period under Section 401(b) of the Code has not
                  expired with respect to the Plan and no event has occurred
                  which would cause the loss of such qualification.

                           (vii) The aggregate actuarial present value of all
                  benefit liabilities (whether or not vested) under each Pension
                  Plan, determined on a plan termination basis, as disclosed in,
                  and as of the date of, the most recent actuarial report for
                  such Pension Plan, does not exceed the aggregate fair market
                  value of the assets of such Pension Plan.

                           (viii) No Borrower or ERISA Affiliate has incurred or
                  reasonably expects to incur any liability (and no event has
                  occurred which, with the giving of notice under Section 4219
                  of ERISA, would result in any such liability) under Section
                  4201 or 4243 of ERISA with respect to any Multiemployer Plan.

                           (ix) To the extent that any Plan is funded with
                  insurance, each Borrower and ERISA Affiliate have paid when
                  due all premiums required to be paid for all periods through
                  and including the Closing Date. To the extent that any Plan is
                  funded other than with insurance, each Borrower and ERISA
                  Affiliate have made when due all contributions required to be
                  paid for all periods through and including the Closing Date.

                  (y) Intellectual Property. Set forth on Schedule 6.1(y)-A is a
complete and accurate list of all material patents, trademarks, trade names,
service marks and copyrights, and all applications therefor and licenses
thereof, of such Borrower and each Designated Affiliate, showing as of the date
hereof the jurisdiction in which registered, the registration number, the date
of registration and the expiration date. Such Borrower and each Designated
Affiliate owns or licenses all patents, trademarks, service marks, logos,
tradenames, trade secrets, know-how, copyrights, or licenses and other rights
with respect to any of the foregoing, which are necessary or advisable for the
operation of its business as presently conducted or proposed to be conducted.
Except as specified in Schedule 6.1(y)-B, neither such Borrower nor any
Designated Affiliate has infringed any patent, trademark, service mark,
tradename, copyright, license or other right owned by any other Person by the
sale or use of any product, process, method, substance, part or other material
presently contemplated to be sold or used, where such sale or use could
reasonably be expected to have a Material Adverse Effect and, except as
specified in


                                      -72-
<PAGE>   73


Schedule 6.1(y)-B, no claim or litigation is pending, or to the best of such
Borrower's knowledge, threatened against or affecting such Borrower or any
Designated Affiliate that contests its right to sell or use any such product,
process, method, substance, part or other material that could reasonably be
expected to have a Material Adverse Effect.

                  (z) Labor Matters. Schedule 6.1(z) accurately sets forth all
collective bargaining agreements to which such Borrower or any Designated
Affiliate is a party as of the Closing Date, and their dates of expiration.
There are no existing or threatened strikes, lockouts or other disputes relating
to any collective bargaining or similar agreement to which such Borrower or any
Designated Affiliate is a party which, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.

                  (aa) Compliance with Environmental Laws. Except as specified
in Schedule 6.1(aa), (i) Neither such Borrower nor any Designated Affiliate is
the subject of a judicial or administrative proceeding or investigation relating
to the violation of any Environmental Law or asserting potential liability
arising from the release or disposal by any Person of any Hazardous Materials,
(ii) neither such Borrower nor any Designated Affiliate has filed or received
any notice under any Environmental Law concerning the treatment, storage,
disposal, spill or release or threatened release of any Hazardous Materials at,
on, beneath or adjacent to property owned or leased by such Borrower, or the
release or threatened release at any other location of any Hazardous Material
generated, used, stored, treated, transported or released by or on behalf of
such Borrower and (iii) such Borrower has no knowledge of any contingent
liability of itself or any Designated Affiliate for any release of any Hazardous
Materials, in each case which could reasonably be expected to have a Material
Adverse Effect.

                  (ab) Licenses and Permits. Such Borrower and each Designated
Affiliate has obtained and holds in full force and effect all franchises,
licenses, leases, permits, certificates, authorizations, qualifications,
easements, rights of way and other rights and approvals which are necessary or
advisable for the operation of its business as presently conducted and as
proposed to be conducted, except where the failure to possess any of the
foregoing (individually or in the aggregate) could not have a Material Adverse
Effect.

                  (ac) Government Regulation. Neither such Borrower nor any
other Loan Party is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Interstate Commerce Act or any
other Requirement of Law that limits its ability to incur Indebtedness or its
ability to consummate the transactions contemplated by this Agreement and the
other Loan Documents.


                                      -73-
<PAGE>   74


                  (ad) Material Contracts. Set forth on Schedule 6.1(ad) is a
complete and accurate list of all Material Contracts of each Borrower and each
Designated Affiliate, showing as of the date hereof the parties, subject matter
and term thereof. Each such contract has been duly authorized, executed and
delivered by such Borrower or Designated Affiliate and each other party thereto.
Except as specified in Schedule 6.1(ad), each such Material Contract is in full
force and effect and, to the best of such Borrower's knowledge, is binding upon
and enforceable against all parties thereto in accordance with its terms, and
there exists no default under such contract by any party thereto.

                  (ae) Business and Properties. Since December 31, 1999, no
fire, explosion, accident, drought, storm, hail, earthquake, embargo, act of God
or of the public enemy or other casualty has occurred which event is not covered
by insurance and that could reasonably be expected to have a Material Adverse
Effect.

                  (af) Business Plan. The Business Plan and the Financial
Statements delivered to the Agent on the Closing Date were prepared in good
faith on the basis of assumptions which were fair in the context of the
conditions existing at the time of delivery thereof, and, with respect to the
Business Plan, represented, at the time of delivery, such Borrower's reasonable
best estimate of the future financial performance of GPI and its Subsidiaries.

                  (ag) Affiliate Transactions. Except as specified in Schedule
6.1(ag), neither such Borrower nor any Designated Affiliate is a party to or
bound by any agreement or arrangement (whether oral or written) to which any
Affiliate of such Borrower or Designated Affiliate is a party except (i) in the
ordinary course of and pursuant to the reasonable requirements of the business
of such Borrower or Designated Affiliate and (ii) upon fair and reasonable terms
no less favorable to such Borrower or Designated Affiliate than it could obtain
in a comparable arm's-length transaction with an unaffiliated Person.

                  (ah) Year 2000 Compliance. (i) Such Borrower and each
Designated Affiliate and their respective products are Year 2000 Compliant, (ii)
to the best of such Borrower's knowledge, all of the material suppliers and
vendors of such Borrower and Affiliates are Year 2000 Compliant and (iii) the
cost to such Borrower and Affiliates of being Year 2000 Compliant as provided in
clause (A), and the testing for the reasonably foreseeable consequences of any
programming errors or systems failures related to the year 2000, could not
reasonably be expected to have a Material Adverse Effect.


                                      -74-
<PAGE>   75
                  SECTION 6.2. Survival of Representations and Warranties. All
representations and warranties made by each Borrower in this Agreement and by
each Borrower and each other Loan Party in, or by incorporation by reference in,
each other Loan Document to which it is a party shall survive the execution and
delivery hereof and thereof and the closing of the transactions contemplated
hereby and thereby.

                  SECTION 6.3. Updating of Schedules. The Borrowers shall have
the right to deliver to the Agent updated schedules to this Agreement from time
to time, provided that no event or condition that would otherwise constitute a
Default or an Event of Default shall be deemed to be cured solely by virtue of
the delivery of an updated schedule hereunder, and provided, further, that all
representations and warranties that refer to the schedules to this Agreement
shall, as of the date such representations and warranties are made by the
Borrowers hereunder, be deemed to refer to such schedules as updated and
delivered to the Agent as of such date.

                                  ARTICLE VII.

                           CONVENANTS OF THE BORROWERS


                  SECTION 7.1. Affirmative Covenants. Until termination of the
Commitments, payment and satisfaction of all Obligations in full, and
termination, Collateralization or expiration of all Letters of Credit:

                  (a) Corporate Existence. Each Borrower shall, and shall cause
each Designated Affiliate to, (i) maintain its corporate existence, (ii)
maintain in full force and effect all material licenses, bonds, franchises,
leases, trademarks, qualifications and authorizations to do business, and all
material patents, contracts and other rights necessary or advisable to the
profitable conduct of its businesses, and (iii) continue in a Permitted
Business; provided, however, that nothing in this Section 7.1(a) shall prohibit
(i) a merger, amalgamation or other business combination of (A) a Borrower with
and into another Borrower, (B) a Guarantor with and into a Borrower, (C) a
Guarantor (other than GPI) with and into another Guarantor, or (D) any
Subsidiary of a Loan Party (other than a Borrower or a Guarantor) with and into
any Loan Party or any of its Subsidiaries, in each case so long as (I) each
party to such merger, amalgamation or other business combination is Solvent both
before and after giving effect thereto and (II) no Default or Event of Default
has occurred and is continuing or would result therefrom; and (ii) the
recapitalization or conversion of a Borrower or a Guarantor or any of its
respective Subsidiaries into a new corporate form or jurisdiction of formation,
so long


                                      -75-
<PAGE>   76


as such new corporate form does not adversely affect any Lender's rights under
the Loan Documents and such jurisdiction of formation is in the United States or
any state thereof.

                  (b) Maintenance of Property. Each Borrower shall, and shall
cause each Designated Affiliate to, keep all property useful and necessary to
its business in good working order and condition (ordinary wear and tear
excepted) in accordance with its past operating practices except as could not
reasonably be expected to have a Material Adverse Effect.

                  (c) Affiliate Transactions. Each Borrower shall, and shall
cause each Designated Affiliate to, conduct transactions with any of its
Affiliates on an arm's-length basis or other basis no less favorable to such
Borrower or Designated Affiliate than would apply in a transaction with a
non-Affiliate and which are approved by the board of directors of such Borrower
or Designated Affiliate, except that this Section 7.1(c) shall not limit,
restrict or prohibit (i) the payment of reasonable and customary regular fees to
directors of such Borrower or any of its Subsidiaries who are not employees
thereof; (ii) loans and advances to officers, directors and employees of such
Borrower or any of its Subsidiaries for travel, entertainment and moving and
other relocation expenses made in direct furtherance and in the ordinary course
of business of such Borrower or such Subsidiary not to exceed US$2,000,000 in
the aggregate at any time; (iii) any other transaction with any employee,
officer or director of such Borrower or any of its Subsidiaries pursuant to
employee benefit or compensation arrangements entered into in the ordinary
course of business and approved by the Board of Directors of such Borrower or
Subsidiary; (iv) any transaction entered into in the ordinary course of business
with any Subsidiary of GPI including, without limitation, intercompany charges
for administrative services, allocations of overhead, concentrated cash
management systems for collections and disbursements, and sales of goods and
services in connection with the business of GPI or any of its Subsidiaries in
the ordinary course of business of such Subsidiary; (v) licenses and other
transfers of patents, trademarks, trade names, copyrights, trade secrets,
know-how and other intellectual property to or from any Subsidiary of GPI; (vi)
the payment or prepayment of the Subordinated Note to the extent not prohibited
by the Subordination Agreement; (vii) transactions entered into with Weatherford
or any of its Subsidiaries in connection with a preferred supplier agreement, a
transition services agreement, a tax allocation agreement, or other agreements
and understandings with Weatherford or such Subsidiary entered into in
connection with or in contemplation of the Spinoff and specified in Schedule
6.1(ag); or (viii) other transactions with Affiliates that are expressly
permitted under other provisions of this Agreement including, without
limitation, the making of any Restricted Payment, the making of any loan,
advance or transfer


                                      -76-
<PAGE>   77


to the extent it results in Permitted Intercompany Debt or the making of any
Investment otherwise permitted under other provisions of this Agreement.

                  (d) Taxes. Each Borrower shall, and shall cause each
Designated Affiliate to, pay, when due, subject to any extension obtained or
timely requested by such Borrower or Affiliate from or with the applicable
taxing authority, (i) all tax assessments, and other governmental charges and
levies imposed against it or any of its property and (ii) all lawful claims
that, if unpaid, might by law become a Lien upon its property; provided,
however, that, unless such tax assessment, charge, levy or claim (excluding
Liens specified in Schedule 7.2(i)) has become a Lien on any of the property of
such Borrower or Affiliate and relates to obligations which, when taken together
with the amount of all such assessments, charges, levies and claims for all the
Borrowers and such Affiliates, exceed US$2,000,000 in the aggregate, it need not
be paid if it is being contested in good faith, by appropriate proceedings
diligently conducted and an adequate reserve or other appropriate provision
shall have been established therefor as required in accordance with GAAP.

                  (e) Governing Documents; Requirements of Law. Each Borrower
shall, and shall cause each Designated Affiliate to, comply with all terms of
its respective Governing Documents and with all Requirements of Law applicable
to it, including, without limitation, all applicable federal, state, provincial,
local or foreign laws and regulations, including, without limitation, those
relating to environmental matters, employee matters (including the collection,
payment and deposit of employees' income, unemployment, Social Security and
Medicare hospital insurance taxes) and with respect to pension liabilities,
provided that it shall not be deemed to be a violation hereof if such Borrower's
or Affiliate's failure to comply with any of the foregoing could not be
reasonably expected to have a Material Adverse Effect.

                  (f) Insurance. Each Borrower shall, and shall cause each
Designated Affiliate to, maintain public liability insurance, business
interruption insurance, third party property damage insurance and replacement
value insurance on its assets (including the Collateral) under such policies of
insurance, with such insurance companies, in such amounts and covering such
risks as are at all times reasonably satisfactory to the Agent, all of which
policies covering the Collateral shall name the Agent or the Cdn. Agent, as
applicable, as an additional insured and the lender loss payee in case of loss,
and contain other provisions as the Agent may require to protect fully the
Agent's and the Cdn. Agent's interest in the Collateral and any payments to be
made under such policies.

                                      -77-

<PAGE>   78


                  (g) Books and Records; Inspections. Each Borrower shall, and
shall cause each Designated Affiliate to, (i) maintain books and records
(including computer records and programs) of account pertaining to the assets,
liabilities and financial transactions of such Borrower and Affiliates in such
detail, form and scope as is consistent with good business practice and (ii)
provide the Agent and its agents access to the premises of such Borrower and
each of such Affiliates at any time and from time to time, during normal
business hours and upon reasonable notice under the circumstances, and at any
time after the occurrence and during the continuance of a Default or Event of
Default, for the purposes of (A) inspecting and verifying the Collateral, (B)
inspecting and copying (at the Borrowers' expense) any and all records
pertaining thereto, and (C) discussing the affairs, finances and business of
such Borrower or Affiliate with any officer, employee or director thereof or
with the Auditors, all of whom are hereby authorized to disclose to the Agent
all financial statements, work papers, and other information relating to such
affairs, finances or business. The Borrowers shall reimburse the Agent for the
reasonable travel and related expenses of the Agent's employees or, at the
Agent's option, of such outside accountants or examiners as may be retained by
the Agent to verify or inspect Collateral, records or documents of a Borrower or
such Affiliate on a regular basis or for a special inspection if the Agent deems
the same appropriate. If the Agent's own employees are used, the Borrowers shall
also pay such reasonable per diem allowance as the Agent may from time to time
establish, or, if outside examiners or accountants are used, the Borrowers shall
also pay the Agent such sum as the Agent may be obligated to pay as fees
therefor. All such Obligations may be charged to the Loan Account or any other
account of the Borrowers with the Agent or any of its Affiliates. The Borrowers
hereby authorize the Agent to communicate directly with the Auditors to disclose
to the Agent any and all financial information regarding any of the Loan Parties
including, without limitation, matters relating to any audit and copies of any
letters, memoranda or other correspondence related to the business, financial
condition or other affairs of any of the Borrowers or the Designated Affiliates.

                  (h) Notification Requirements. The Administrative Borrower
shall timely give the Agent the following notices and other documents:

                           (i) Notice of Defaults. Within two Business Days
                  after becoming aware of the occurrence of a Default or Event
                  of Default that is continuing, a certificate of a Responsible
                  Officer specifying the nature thereof and the Borrowers'
                  proposed response thereto, each in reasonable detail.

                                      -78-

<PAGE>   79


                           (ii) Proceedings or Adverse Changes. Within five
                  Business Days after a Borrower becomes aware of (A) any
                  proceeding being instituted or threatened to be instituted by
                  or against it or any Designated Affiliate in any federal,
                  state, local or foreign court or before any commission or
                  other regulatory body (federal, state, local or foreign)
                  involving a sum not otherwise covered by insurance, together
                  with the sum involved in all other similar proceedings, in
                  excess of US$5,000,000 in the aggregate with respect to all
                  the Borrowers and such Affiliates, (B) any order, judgment or
                  decree involving a sum, together with the sum of all other
                  orders, judgments or decrees, in excess of US$5,000,000 in the
                  aggregate being entered against all the Borrowers and such
                  Affiliates or any of their respective property or assets which
                  could reasonably be expected to have a Material Adverse
                  Effect, (C) any notice or correspondence issued to any
                  Borrower or any Designated Affiliate by a Governmental
                  Authority warning, threatening or advising of the commencement
                  of any investigation involving such Borrower or any Designated
                  Affiliate or any of its respective property or assets which
                  could reasonably be expected to have a Material Adverse
                  Effect, (D) any actual or prospective change, development or
                  event which has had or could reasonably be expected to have a
                  Material Adverse Effect, (E) a change in the location of any
                  Collateral from the locations specified in Schedule 6.1(b) or
                  other locations previously identified to the Agent where
                  Collateral has been moved as permitted under Section 7.2(h) or
                  (F) a proposed or actual change of any Borrower's name,
                  identity or corporate structure, a written statement
                  describing such proceeding, order, judgment, decree, change,
                  development or event and any action being taken by the
                  Borrowers with respect thereto.

                           (iii) ERISA Notices.

                                     (A) Promptly, and in any event within ten
                  Business Days after a Termination Event has occurred, a
                  written statement of a Responsible Officer describing such
                  Termination Event and any action that is being taken with
                  respect thereto by any Borrower or ERISA Affiliate, and any
                  action taken or threatened by the Internal Revenue Service,
                  the Department of Labor or the PBGC with respect thereto;

                                     (B) promptly, and in any event within three
                  Business Days after the filing thereof with the Internal
                  Revenue Service, a copy of each funding waiver request filed
                  with respect to any Plan subject to the


                                      -79-

<PAGE>   80


                  funding requirements of Section 412 of the Internal Revenue
                  Code and all communications received by any Borrower or ERISA
                  Affiliate with respect to such request;

                                    (C) promptly, and in any event within three
                  Business Days after receipt by any Borrower or ERISA Affiliate
                  of the PBGC's intention to terminate a Pension Plan or to have
                  a trustee appointed to administer a Pension Plan, a copy of
                  each such notice;

                                    (D) promptly, and in any event within three
                  Business Days after the occurrence thereof, notice (including
                  the nature of the event and, when known, any action taken or
                  threatened by the Internal Revenue Service or the PBGC with
                  respect thereto) of:

                                        (I) any Prohibited Transaction which
                           could subject any Borrower or ERISA Affiliate to a
                           civil penalty assessed pursuant to Section 502(i) of
                           ERISA or a tax imposed by Section 4975 of the
                           Internal Revenue Code in connection with any Plan, or
                           any trust created thereunder,

                                        (II) any cessation of operations (by any
                           Borrower or ERISA Affiliate) at a facility in the
                           circumstances described in Section 4062(e) of ERISA,

                                        (III) a failure by any Borrower or ERISA
                           Affiliate to make a payment to a Plan required to
                           avoid imposition of a Lien under Section 302(f) of
                           ERISA or Section 412(n) of the Internal Revenue Code,

                                        (IV) the adoption of an amendment to a
                           Plan requiring the provision of security to such Plan
                           pursuant to Section 307 of ERISA or Section
                           401(a)(29) of the Internal Revenue Code, or

                                        (V) any change in the actuarial
                           assumptions or funding methods used for any Plan,
                           where the effect of such change is to increase
                           materially or reduce materially the unfunded benefit
                           liability or obligation to make periodic
                           contributions;

                                    (E) promptly upon the request of the Agent,
                  each annual report (IRS Form 5500 series) and all accompanying
                  schedules, the most recent actuarial reports, the most recent
                  financial information concerning the financial status of each
                  Plan


                                      -80-
<PAGE>   81


                  administered or maintained by any Borrower or ERISA Affiliate,
                  and schedules showing the amounts contributed to each Pension
                  Plan by or on behalf of any Borrower or ERISA Affiliate in
                  which any of its personnel participate or from which such
                  personnel may derive a benefit, and each Schedule B (Actuarial
                  Information) to the annual report filed by any Borrower or
                  ERISA Affiliate with the Internal Revenue Service with respect
                  to each such Plan;

                                    (F) promptly upon the filing thereof, copies
                  of any Form 5310, or any successor or equivalent form to Form
                  5310, filed with the Internal Revenue Service in connection
                  with the termination of any Plan, and copies of any standard
                  termination notice or distress termination notice filed with
                  the PBGC in connection with the termination of any Pension
                  Plan;

                                    (G) promptly, and in any event within three
                  Business Days after receipt thereof by any Borrower or ERISA
                  Affiliate, notice and demand for payment of withdrawal
                  liability under Section 4201 of ERISA with respect to a
                  Multiemployer Plan;

                                    (H) promptly, and in any event within three
                  Business Days after receipt thereof by any Borrower or ERISA
                  Affiliate, notice by the Department of Labor of any penalty or
                  any purported violation of ERISA with respect to a Plan;

                                    (I) promptly, and in any event within three
                  Business Days after receipt thereof by any Borrower or ERISA
                  Affiliate, notice by the Internal Revenue Service or the
                  Treasury Department of any income tax deficiency or
                  delinquency, excise tax penalty, audit or investigation with
                  respect to a Plan; and

                                    (J) promptly, and in any event within three
                  Business Days after receipt thereof by any Borrower or ERISA
                  Affiliate, notice of any administrative or judicial complaint,
                  or the entry of a judgment, award or settlement agreement, in
                  either case with respect to a Plan that could reasonably be
                  expected to have a Material Adverse Effect.

                              (iv) Material Contracts. Within ten Business Days
                  after any Material Contract is terminated or amended in any
                  material respect that is adverse to a Borrower or any
                  Designated Affiliate, or any new Material Contract is entered
                  into, a written statement describing such event, with copies
                  of amendments or new contracts, and an explanation of any
                  actions being taken with respect thereto.


                                      -81-
<PAGE>   82


                              (v) Environmental Matters. Within ten Business
                  Days after receipt by a Borrower thereof, copies of each (A)
                  written notice from a Governmental Authority that any
                  violation of any Environmental Law may have been committed or
                  is about to be committed by a Borrower or any Designated
                  Affiliate which violation could reasonably be expected to
                  result in liability or involve remediation costs in excess of
                  US$1,000,000 per violation or US$5,000,000 in the aggregate
                  for all such liability or costs of the Borrowers and such
                  Affiliates in the aggregate payable at any time, (B) written
                  notice that any administrative or judicial complaint or order
                  has been filed or is about to be filed against a Borrower or
                  any Designated Affiliate alleging violations of any
                  Environmental Law or requiring a Borrower or such Affiliate to
                  take any action in connection with the release of toxic or
                  Hazardous Materials into the environment which violation or
                  action could reasonably be expected to result in liability or
                  involve remediation costs in excess of US$1,000,000 per
                  violation or US$5,000,000 in the aggregate for all such
                  liability or costs of the Borrowers and such Affiliates in the
                  aggregate payable at any time, (C) written notice from a
                  Governmental Authority or other Person alleging that a
                  Borrower or any Designated Affiliate may be liable or
                  responsible for costs associated with a response to or cleanup
                  of a release of a Hazardous Material into the environment or
                  any damages caused thereby which costs could reasonably be
                  expected to exceed US$1,000,000 per release or US$5,000,000 in
                  the aggregate for all such liability or costs of the Borrowers
                  and the Designated Affiliates in the aggregate payable at any
                  time or (D) any Environmental Law of the United States or
                  Canada adopted, enacted or issued after the date hereof of
                  which a Borrower becomes aware which could reasonably be
                  expected to have a Material Adverse Effect.

                  (i) Casualty Loss. Each Borrower shall (i) provide written
notice to the Agent, within ten Business Days, of any material damage to, the
destruction of or any other material loss to any tangible asset or property
owned or used by such Borrower or any Designated Affiliate other than any such
asset or property (A) with a net book value (individually or in the aggregate)
less than US$2,000,000 or (B) does not constitute Collateral and is covered by
insurance complying with the terms of this Agreement, or any condemnation,
confiscation or other taking, in whole or in part, or any event that otherwise
diminishes so as to render impracticable or unreasonable the use of such asset
or property

                                      -82-

<PAGE>   83

owned or used by such Borrower or any Designated Affiliate together with a
statement of the amount of the damage, destruction, loss or diminution in value
(a "Casualty Loss") and (ii) diligently file and prosecute its claim for any
award or payment in connection with a Casualty Loss.

                  (j) Qualify to Transact Business. Each Borrower shall, and
shall cause each Designated Affiliate to, qualify to transact business as a
foreign corporation in each jurisdiction where the nature or extent of its
business or the ownership of its property requires it to be so qualified or
authorized and where failure to qualify or be authorized could reasonably be
expected to have a Material Adverse Effect.

                  (k) Financial Reporting. The Administrative Borrower shall
deliver to the Agent the following:

                           (i) Annual Financial Statements. (A) As soon as
                  available, but not later than ninety days after the end of
                  each fiscal year of GPI, beginning with the fiscal year ended
                  December 31, 1999, (I) the annual audited and certified
                  consolidated Financial Statements of GPI and its Subsidiaries
                  and the annual unaudited consolidating Financial Statements of
                  GPI and its Subsidiaries, (II) a comparison in reasonable
                  detail to the prior fiscal year's audited Financial Statements
                  (it being agreed that GPI's Management Discussion and Analysis
                  of Financial Condition and Results of Operations contained in
                  its Form 10-K for such fiscal year shall be deemed to be a
                  sufficient comparison) and (III) the Auditors' opinion without
                  Qualification and a statement indicating that the Auditors
                  have not obtained knowledge of the existence of any Default or
                  Event of Default during their audit, each of which shall be in
                  form and substance reasonably satisfactory to the Agent, and
                  (B) as soon as practicable following receipt thereof by the
                  Administrative Borrower, the Management Letter delivered by
                  the Auditors for such fiscal year.

                           (ii) Projections. Not later than thirty days after
                  the end of each fiscal year of GPI, the Business Plan for the
                  upcoming fiscal year, certified by a Responsible Officer of
                  GPI.

                           (iii) Monthly Financial Statements. As soon as
                  available, but not later than thirty days after the end of
                  each month, commencing with the month in which the Closing
                  Date occurs, (A) the interim consolidated and consolidating
                  Financial Statements of GPI and its Subsidiaries as at the end
                  of such month and for the fiscal year to date, (B) a
                  certification by GPI's Chief


                                      -83-
<PAGE>   84


                  Financial Officer that such Financial Statements have been
                  prepared in accordance with GAAP and present fairly in all
                  material respects the financial condition and results of
                  operations of GPI and its Subsidiaries taken as a whole
                  (subject to normal year-end audit adjustments and the absence
                  of footnotes), (C) a comparison of the interim consolidated
                  and consolidating Financial Statements of GPI and its
                  Subsidiaries as of the end of such month and for the fiscal
                  year to date to the projected Financial Statements set forth
                  in the Business Plan for the same period and (D) a compliance
                  certificate, substantially in the form of Exhibit O (a
                  "Compliance Certificate"), signed by GPI's Chief Financial
                  Officer, with an attached schedule of calculations
                  demonstrating compliance with the Financial Covenants as of
                  the end of such month.

                           (iv) Quarterly Cash Flow Statements. As soon as
                  available, but not later than forty-five days after the end of
                  each fiscal quarter of GPI (except for the fourth quarter, in
                  which such statements will be delivered with the annual
                  statements pursuant to Section 7.1(k)(i)), a consolidated
                  statement of cash flows of GPI and its Subsidiaries for such
                  quarter, prepared in accordance with GAAP and consistent with
                  prior practices.

                           (v) Borrowing Base Certificate. Monthly (or more
                  frequently as the Agent may from time to time request), not
                  later than the tenth Business Day of each month, a borrowing
                  base certificate, substantially in the form of Exhibit N,
                  detailing the Eligible Receivables and the Eligible Inventory
                  of the U.S. Borrowers and of the Cdn. Borrower, containing a
                  calculation of availability and reflecting all sales,
                  collections, and debit and credit adjustments, as of the last
                  day of the preceding month (or as of a more recent date as the
                  Agent may from time to time request), which shall be prepared
                  by or under the supervision of the Chief Financial Officer of
                  the Administrative Borrower and certified by such officer (a
                  "Borrowing Base Certificate"); provided, however, that in the
                  event the average borrowing availability for any consecutive
                  sixty-day period is less than US$10,000,000, such Borrowing
                  Base Certificate shall, at the request of the Agent, be
                  provided weekly.


                                      -84-
<PAGE>   85


                           (vi) Agings. Monthly, not later than the tenth
                  Business Day of each month, agings and reconciliations of the
                  Receivables of the U.S. Borrowers and the Cdn. Borrower and
                  accounts payable, in scope and detail satisfactory to the
                  Agent, as of the last day of the preceding month; provided,
                  however, that in the event the average borrowing availability
                  for any consecutive sixty-day period is less than
                  US$10,000,000, such agings and reconciliations shall, at the
                  request of the Agent, be provided weekly.

                           (vii) Inventory Report. Monthly, not later than the
                  tenth Business Day of each month, a report listing all
                  Inventory of the U.S. Borrowers and the Cdn. Borrower by
                  location, in form and substance satisfactory to the Agent;
                  provided, however, that in the event the average borrowing
                  availability for any consecutive sixty-day period is less than
                  US$10,000,000, such inventory reports shall, at the request of
                  the Agent, be provided weekly.

                           (viii) Shareholder and SEC Reports. As soon as
                  available, but not later than five days after the same are
                  sent or filed, as the case may be, copies of all financial
                  statements and reports that GPI or any of its Subsidiaries
                  sends to any of its shareholders or files with the Securities
                  and Exchange Commission.

                           (ix) Other Financial Information. Promptly after the
                  request by the Agent therefor, such additional financial
                  statements and other related data and information as to the
                  business, prospects, operations, results of operations,
                  assets, liabilities or condition (financial or otherwise) of
                  any Borrower or any Designated Affiliate as the Agent may from
                  time to time reasonably request.

                  (l) Payment of Liabilities. Each Borrower shall, and shall
cause each Designated Affiliate to, pay and discharge, in the ordinary course of
business, all obligations and liabilities (including, without limitation, tax
liabilities and other governmental charges), except where the same may be
contested in good faith by appropriate proceedings and for which adequate
reserves with respect thereto have been established in accordance with GAAP.

                  (m) ERISA. Each Borrower shall, and shall cause each of its
ERISA Affiliates to, (i) maintain each Plan intended to qualify under Section
401(a) of the Internal Revenue Code so as to satisfy the qualification
requirements thereof, (ii) contribute, or require that contributions be made, in
a timely manner (A) to each Plan in amounts sufficient (I) to


                                      -85-
<PAGE>   86


satisfy the minimum funding requirements of Section 302 of ERISA or Section 412
of the Internal Revenue Code, if applicable, (II) to satisfy any other
Requirements of Law and (III) to satisfy the terms and conditions of each such
Plan, and (B) to each Foreign Plan in amounts sufficient to satisfy the minimum
funding requirements of any applicable law or regulation, without any
application for a waiver from any such funding requirements, (iii) cause each
Plan or Foreign Plan to comply in all material respects with applicable law
(including all applicable statutes, orders, rules and regulations) and (iv) pay
in a timely manner, in all material respects, all required premiums to the PBGC.

                  As used in this Section 7.1(m), "Foreign Plan" means a plan
that provides retirement or health benefits and that is maintained by, or
otherwise contributed to, a Borrower for the benefit of employees outside the
United States.

                  (n) Environmental Matters. Each Borrower shall, and shall
cause each Designated Affiliate to, conduct its business so as to comply in all
respects with all applicable Environmental Laws including, without limitation,
compliance with the terms and conditions of all permits and governmental
authorizations except for such failures to comply that could not reasonably be
expected to have a Material Adverse Effect.

                  (o) Trademarks. Each Borrower shall, and shall cause each
Designated Affiliate to, do and cause to be done all things necessary to
preserve and keep in full force and effect all of its material registrations of
trademarks, service marks and other marks, trade names and other trade rights.

                  (p) Solvency. Each Borrower shall, and shall cause each
Designated Affiliate to, be and remain Solvent at all times.

                  (q) Billing Practices. The Administrative Borrower shall
notify the Agent of any Receivable of any Borrower generated pursuant to the
sale of goods on any basis other than on the terms specified in Schedule 7.1(q).

                  (r) Year 2000 Compliance. Each Borrower shall be, and shall
cause each Designated Affiliate to be, Year 2000 Compliant.

                  (s) Foreign Subsidiary Capital Stock Pledge and Guaranty;
Additional Stock Pledge Documentation.

                           (i) If, following a change in the relevant sections
                  of the Internal Revenue Code or the regulations issued or
                  promulgated thereunder, counsel for the Loan Parties
                  reasonably concludes, within thirty days after a request from
                  the Agent, with respect to any Foreign Subsidiary or Cdn.
                  Subsidiary all of whose Capital Stock has not been pledged to
                  the


                                      -86-
<PAGE>   87



                  Agent under the Pledge Agreement that (A) a pledge of (I)
                  66-2/3% or more of the total combined voting power of all
                  classes of Capital Stock of such Subsidiary entitled to vote
                  and (II) any promissory note held by such Subsidiary and (B)
                  the entering into by such Subsidiary of a guaranty in
                  substantially the form of the Guaranty, in either such case
                  could not reasonably be expected to cause at the time of such
                  change in law (w) any undistributed earnings of such
                  Subsidiary as determined for federal income tax purposes to be
                  treated as a deemed dividend to such Subsidiary's United
                  States parent for federal income tax purposes or (x) other
                  material adverse federal income tax consequences to the Loan
                  Parties (or if counsel for the Loan Parties either does not
                  respond to such request or delivers an unreasonable conclusion
                  within such thirty-day period), then, (1) that portion of such
                  Subsidiary's outstanding Capital Stock or any promissory notes
                  held by such Subsidiary, in each case not theretofore pledged
                  under the Pledge Agreement, shall be pledged to the Agent for
                  the benefit of the Lenders under the Pledge Agreement or a
                  Supplement in the form of Annex III thereto and deliver all
                  remaining certificates representing such additional Capital
                  Stock to the Agent and undated stock or other transfer powers
                  therefor, executed by the applicable pledgor in blank, and (2)
                  such Subsidiary shall execute and deliver to the Agent (y) a
                  Supplement to the Guaranty in the form of Annex 1 thereto,
                  guaranteeing the Obligations, and (z) a Supplement to the
                  Contribution Agreement in the form of Annex 1 thereto.

                           (ii) GPI or XLS Holding, Inc., as applicable, shall,
                  on each applicable date specified in Schedule 7.1(s), deliver
                  to the Agent all certificates representing the shares of
                  Capital Stock of each Subsidiary specified in Schedule 7.1(s)
                  required to be pledged to the Agent under the Pledge
                  Agreement, together with undated stock powers therefor,
                  executed by the applicable Pledgor in blank, and an opinion of
                  counsel to such Pledgor covering such matters incident to such
                  pledge as the Agent may reasonably require, and each such
                  Pledgor and Subsidiary shall take all such further actions and
                  execute all such further documents and instruments as may be
                  required to grant and perfect in favor of the Agent a first
                  priority Lien on such Capital Stock.

                  (t) Further Assurances. Each Borrower shall, and shall cause
each Designated Affiliate to, take all such further actions and execute all such
further documents and instruments as the Agent may reasonably determine to be
necessary or desirable to perfect or protect the Liens (and the priority status
thereof) of the Agent and the Cdn. Agent on the Collateral.


                                      -87-
<PAGE>   88


                  SECTION 7.2. Negative Covenants. Until termination of the
Commitments, payment and satisfaction of all Obligations in full, and
termination, Collateralization or expiration of all Letters of Credit:

                  (a) Indebtedness. Each Borrower will not, and will not permit
any Designated Affiliate (other than any Foreign Subsidiary) to, directly or
indirectly, at any time create, incur, assume or suffer to exist any
Indebtedness other than the following Indebtedness (so long as, in the case of
Indebtedness of the type specified in clauses (iv), (v) and (vi) below, no
Default or Event of Default has occurred and is continuing or would result
therefrom at the time of the incurrence thereof:

                           (i) Permitted Indebtedness;

                           (ii) endorsement of negotiable instruments for
                  deposit or collection in the ordinary course of business;

                           (iii) Indebtedness specified in Schedule 7.2(a);

                           (iv) unsecured Indebtedness with respect to which not
                  more than 25% of the original principal amount thereof is
                  payable or may be declared payable (other than by acceleration
                  upon the occurrence of a default or an event of default) by
                  any holder thereof on or before the then effective Expiration
                  Date;

                           (v) Indebtedness incurred to finance Capital
                  Expenditures to the extent permitted under Section 8.2 or
                  Indebtedness assumed or acquired in connection with a
                  Permitted Acquisition; and

                           (vi) Indebtedness of Foreign Subsidiaries,

provided that nothing herein shall prohibit any Indebtedness to continue to
exist if such Indebtedness was not prohibited hereunder at the time it was
created, incurred, assumed or first suffered to exist.

         (b) Contingent Obligations. Except as specified in Schedule 6.1(i),
each Borrower will not, and will not permit any Designated Affiliate to,
directly or indirectly, incur, assume, or suffer to exist any Contingent
Obligation, excluding (i) indemnities given in connection with this Agreement or
the other Loan Documents in favor of the Agent and (ii) such Contingent
Obligations as would be permitted to be incurred if such Contingent Obligations
were incurred as Indebtedness by such Borrower or any Designated Subsidiary
under Section 7.2(a).


                                      -88-
<PAGE>   89


         (c) Corporate Changes, Etc. Each Borrower will not, and will not permit
any Designated Affiliate to, directly or indirectly, merge or consolidate with
any Person or amend, alter or modify its corporate or partnership name, mailing
address, chief executive office or principal place of business, structure,
status or existence, or liquidate or dissolve itself (or suffer any liquidation
or dissolution) or issue any capital stock or other equity interests, other than
(i) Permitted Acquisitions, (ii) transactions permitted under Section 7.1(a) and
(iii) any change of name, mailing address, chief executive office or principal
place of business so long as (A) the Administrative Borrower provides written
notice of such event to the Agent at least thirty days before the occurrence
thereof and (B) the Administrative Borrower provides, before the occurrence of
such event, to the Agent all such documents and instruments, and takes all such
further acts of the type specified in Section 3.7, as may be necessary or
desirable to maintain the Liens in favor of the Agent and the Cdn. Agent
covering the Collateral and the priority and continued perfection thereof, all
of which shall be at the Borrowers' expense.

         (d) Change in Nature of Business. Each Borrower will not, and will not
permit any Designated Affiliate to, engage in or enter into any new line of
business other than a Permitted Business.

         (e) Sales, Etc. of Assets. Each Borrower will not, and will not permit
any Designated Affiliate (other than any Foreign Subsidiary) to, directly or
indirectly, in any fiscal year, sell, transfer or otherwise dispose of any of
its assets, or grant any option or other right to purchase or otherwise acquire
any of its assets, other than the sale of Inventory in the ordinary course of
business and, so long as no Default or Event of Default has occurred and is
continuing or would result therefrom (including, without limitation, an Event of
Default under Section 2.1(a) or (b) or Section 2.4(b) as the result of such
sale, transfer or other disposition causing the amount of outstanding Loans and
Letters of Credit to exceed the U.S. Borrowing Base or the Cdn. Borrowing Base,
as applicable) and such sale, lease, assignment, transfer, license or other
disposition is for fair consideration (which may consist of Indebtedness
constituting Permitted Intercompany Debt arising thereby in favor of such
Borrower or Affiliate) and, to the extent applicable, complies with Section
7.1(c), (i) the sale, transfer or other disposition of Property and Equipment in
any fiscal year of the Borrowers with an aggregate value not to exceed 5% of the
shareholders equity of GPI as of the end of the prior fiscal year; (ii) sales or
transfers of assets between and among GPI and any of its Subsidiaries pursuant
to the Spinoff


                                      -89-
<PAGE>   90


specified in Schedule 6.1(i); (iii) the lease of Equipment in the ordinary
course of business; (iv) the sale, lease, assignment, transfer or other
disposition of any or all of the assets (other than Collateral) of such Borrower
or Subsidiary thereof to any other Loan Party or Subsidiary thereof; (v) the
license of patents, trademarks or copyrights to any other Loan Party or
Subsidiary thereof; (vi) like-kind exchanges of assets (other than Collateral);
(vii) sales or dispositions of Equipment the proceeds of which are used to repay
outstanding Obligations; (viii) sales of obsolete, underutilized or damaged or
defective Equipment; or (ix) transfers of assets (other than Receivables) (A) in
the ordinary course of such Borrower's or Affiliate's business to any Subsidiary
of GPI or (B) outside the ordinary course of such Borrower's or Affiliate's
business to any Subsidiary of GPI that is not a Borrower or a Subsidiary of a
Borrower so long as the aggregate value of all such assets transferred under
this clause (ix) (I) in any fiscal year of GPI is not greater than US$25,000,000
less the amount of all Investments made under Section 7.2(k)(ii)(C) in such
fiscal year or (II) during any consecutive three-fiscal year period is not
greater than US$50,000,000 less the amount of all Investments made under Section
7.2(k)(ii)(C) during such consecutive three-fiscal year period.

         (f) Use of Proceeds. Each Borrower will not (i) use any portion of the
proceeds of any Loan in violation of Section 2.3 or for the purpose of
purchasing or carrying any "margin stock" (as defined in Regulation U of the
Federal Reserve Board) in any manner which violates the provisions of Regulation
T, U or X of the Federal Reserve Board or for any other purpose in violation of
any applicable statute or regulation, or of the terms and conditions of this
Agreement, or (ii) take, or permit any Person acting on its behalf to take, any
action which could reasonably be expected to cause this Agreement or any
document or instrument delivered pursuant hereto to violate any regulation of
the Federal Reserve Board.

         (g) Cancellation of Debt. Except with respect to amounts owed by OCTL
to a Loan Party, each Borrower will not, and will not permit any Designated
Affiliate to, cancel any liability owed to it, except for (i) the cancellation
of liabilities for consideration in the ordinary course of business and (ii) so
long as no Default or Event of Default has occurred and is continuing or would
result therefrom, the cancellation of (A) liabilities (that do not constitute
part of the Collateral) relating to the Loan Parties' and their Subsidiaries'
investment in, and manufacturing arrangement with, OCTL; (B) liabilities (that
do not constitute part of the Collateral) that are cancelled for fair
consideration, as determined by the Board of Directors of the applicable
Borrower or Affiliate; and (C) liabilities that are cancelled in the ordinary
course of business in connection with the workout of slow paying or doubtful
accounts.


                                      -90-
<PAGE>   91


         (h) Location of Inventory and Equipment. No Borrower shall move any
Inventory or Equipment (other than Equipment with respect to which the Agent has
released its Lien under Section 2.4(d)) owned by it at such time from any of the
jurisdictions therefor specified in Schedule 6.1(b) to any jurisdiction not
specified in Schedule 6.1(b), except that, so long as no Default or Event of
Default has occurred and is continuing or would result therefrom, a Borrower may
move Inventory or Equipment from such jurisdictions (i) with an aggregate value
not to exceed US$500,000 to any other jurisdiction, (ii) to any other
jurisdiction such that the security interest of the Agent or the Cdn. Agent, as
the case may be, in such Inventory or Equipment would continue to be perfected
and of the same priority without the taking of any further action at any time
(other than the filing of continuation statements upon expiration of any then
effective financing statements, registrations or similar filings covering such
Inventory or Equipment), (iii) to any other jurisdiction in the United States or
Canada, as the case may be, upon thirty days' prior written notice to the Agent
and the delivery to the Agent, before the occurrence thereof, of all documents
and instruments, and the taking of all further acts of the type specified in
Section 3.7, as may be necessary or desirable to maintain the Liens in favor of
the Agent and the Cdn. Agent covering such Inventory or Equipment and the
priority and continued perfection thereof, all of which shall be at the
Borrowers' expense and (iv) in connection with any sale or other disposition of
such Inventory or Equipment that is sold or disposed of by a Borrower in
accordance with Section 7.2(e).

         (i) Liens, Etc. Each Borrower will not, and will not permit any
Designated Affiliate (other than any Foreign Subsidiary) to, directly or
indirectly, at any time create, incur, assume or suffer to exist any Lien on or
with respect to any assets, other than:

                           (i) Permitted Liens; and

                           (ii) Liens securing Indebtedness of a Borrower or any
                  such Affiliate to finance the acquisition of fixed or capital
                  assets, provided that (A) such Liens shall be created
                  substantially simultaneously with the acquisition of such
                  assets, (B) such Liens do not at any time encumber any assets
                  other than the assets financed by such Indebtedness, (C) such
                  Liens are not modified to secure other Indebtedness and the
                  amount of Indebtedness secured thereby is not increased and
                  (D) the principal amount of Indebtedness secured by any such
                  Lien shall at no time exceed the original purchase price of
                  such assets;


                                      -91-
<PAGE>   92


provided that nothing herein shall prohibit any Lien to continue to exist if
such Lien was not prohibited hereunder at the time it was created, incurred,
assumed or first suffered to exist.

                  (j) Restricted Payments. Each Borrower will not, and will not
permit GPI or any Designated Affiliate (other than any Foreign Subsidiary) to,
make any Restricted Payment, directly or indirectly, or make any payment on
account of or set apart assets for a sinking or other analogous fund for the
making of any Restricted Payment, either directly or indirectly, whether in cash
or property or in obligations of GPI or such Affiliate or Borrower, except that,
so long as no Default or Event of Default has occurred and is continuing or
would result therefrom, (i) GPI or such Affiliate or Borrower may make any
Restricted Payment payable solely to one or more of the Loan Parties to the
extent such Restricted Payment is made on account of a Permitted Intercompany
Debt; (ii) GPI or such Affiliate or Borrower may make any Restricted Payment to
a Loan Party or a Subsidiary thereof (but not to any other Person) if the
aggregate amount of all Restricted Payments expended subsequent to the Closing
Date (the amount so expended, if other than in cash, to be valued at its fair
market value as reasonably determined by the Board of Directors of GPI or such
Affiliate or Borrower) does not exceed the sum of (A) US$20,000,000, plus (B)
50% of the Excess Cash Flow during the period (treated as one accounting period)
subsequent to December 31, 1999, and ending on the last day of the fiscal
quarter immediately preceding the date of such Restricted Payment, the amount of
which shall be determined as of the date of delivery of the consolidated cash
flow statement for such fiscal quarter under Section 7.1(k)(iv), plus (C) 50% of
the aggregate Net Cash Proceeds (other than to the extent such proceeds have
been used to make Capital Expenditures or to repay Indebtedness) received by GPI
subsequent to December 31, 1999, and ending on the last day of the fiscal
quarter immediately preceding the date of such Restricted Payment; (iii) such
Affiliate or Borrower may declare or pay dividends or otherwise effect
distributions on account of its Capital Stock to GPI or any other Loan Party;
(iv) GPI or such Affiliate may make offsets against and acquisitions of Capital
Stock of GPI in satisfaction of indemnification and other obligations owed to
GPI and its Subsidiaries under acquisition arrangements in which Capital Stock
of GPI is issued as consideration for the acquisition; (v) GPI or such Affiliate
or Borrower may make Restricted Payments payable solely in shares of Capital
Stock of GPI or warrants, rights or options to acquire shares of Capital Stock
of GPI including, without limitation, any stock split or stock dividend effected
by GPI; (vi) GPI may purchase, redeem, retire or otherwise acquire any shares of
its Capital Stock in exchange for other shares of Qualified Stock of GPI or from
Net Cash Proceeds; and (vii) GPI or such Affiliate or Borrower may purchase or
otherwise acquire Capital Stock of GPI relating to Grant Prideco, Inc. Executive
Deferred Compensation Plans or


                                      -92-
<PAGE>   93


employee benefit plans for tax withholding or pursuant to the cashless exercise
of stock options or warrants in connection with customary employee compensation
programs, in each case so long as such purchase or exercise has been approved by
the Board of Directors of GPI or such Affiliate or Borrower.

                  (k) Investments. Each Borrower will not, and will not permit
any Designated Affiliate (other than any Foreign Subsidiary) to, directly or
indirectly, at any time make or acquire any Investment in any Person (whether in
cash, securities or other property of any kind), provided that, so long as (i)
such Investment is not otherwise prohibited by this Agreement and (ii) in the
case of clauses (D) and (F) below, no Default or Event of Default has occurred
and is continuing or would result therefrom, such Borrower or Affiliate may make
(A) Permitted Acquisitions; (B) Investments in any Loan Party; (C) Investments
in any Subsidiary (that is not a Loan Party) or other Affiliate of GPI or in any
other Permitted Joint Venture so long as the aggregate amount of such
Investments (net of, and after being reduced from time to time by, all
Restricted Payments by such other Subsidiary or Affiliate to a Loan Party) in
any fiscal year of GPI does not exceed US$25,000,000 less the value of all
assets transferred under Section 7.2(e)(ix)(B) in such fiscal year or during any
consecutive three-fiscal year period does not exceed US$50,000,000 less the
value of all assets transferred under Section 7.2(e)(ix)(B) during such
consecutive three-fiscal year period; (D) Investments in Cash Equivalents; (E)
Investments that constitute Permitted Intercompany Debt, (F) Permitted Business
Investments; (G) Permitted Financial Investments; (H) Investments, made with
cash or other property that could otherwise be used to make a Restricted Payment
under Section 7.2(j) at such time; (I) Investments resulting from a merger,
amalgamation or other business combination or other change or transaction
permitted under Section 7.1(a); (J) any Investment in any Person to the extent
the consideration paid consists of Qualified Stock of GPI; (K) any Investment
arising from (I) the conversion of any indebtedness of OCTL to any Loan Party
into Capital Stock of OCTL and (II) the reinvestment of up to US$2,500,000 of
proceeds received by any Loan Party from OCTL as a result of the repayment of
such indebtedness; or (L) the acquisition of Capital Stock or securities of any
Loan Party or Subsidiary thereof by another Loan Party or Subsidiary thereof if
the acquiring Loan Party would be permitted to have the other Loan Party or
Subsidiary thereof merge into it pursuant to Section 7.1(a).

                  (l) Partnerships; Subsidiaries; Joint Ventures; Management
Contracts. Except as permitted under Section 7.2(k), each Borrower will not, and
will not permit any Designated Affiliate to, at any time create any direct or
indirect Subsidiary, enter into any joint venture or similar arrangement or
become a partner in any general or limited partnership or


                                      -93-
<PAGE>   94


enter into any management contract permitting third party management rights with
respect to such Borrower's or Subsidiary's business, provided that, so long as
no Default or Event of Default has occurred and is continuing or would result
therefrom, such Borrower or any of its Subsidiaries may (i) form or acquire a
Subsidiary (a "New Subsidiary") whereupon (A) the Administrative Borrower shall
give the Agent written notice of such formation or acquisition within five
Business Days thereof, (B) such Borrower or Subsidiary shall, within ten
Business Days of such formation or acquisition, (I) cause such New Subsidiary to
execute and deliver to the Agent (x) a Supplement to the Guaranty in the form of
Annex 1 thereto and (y) a Supplement to the Contribution Agreement in the form
of Annex 1 thereto, whereupon such New Subsidiary shall become a Loan Party, and
(II) execute and deliver to the Agent (x) if the pledgor is theretofore a
Pledgor, an amendment to the Pledge Agreement, in form and substance
satisfactory to the Agent, or, if the pledgor is not theretofore a Pledgor, a
Supplement to the Pledge Agreement in the form of Annex II thereto, in each case
pledging all (or, subject to Section 7.1(s), if such New Subsidiary is a Foreign
Subsidiary or a Cdn. Subsidiary, 65% (excluding Qualified Stock issued to
directors of such Subsidiary and immaterial interests in one share of any such
Subsidiary held to meet the Requirements of Law of the jurisdiction of
organization of such Subsidiary)) of the Capital Stock of such New Subsidiary
together with all certificates representing such Capital Stock and undated stock
or other transfer powers therefor, executed by the Pledgor in blank, and (C)
such Borrower or Subsidiary, as the case may be, and such New Subsidiary shall
take all such further actions and execute all such further documents and
instruments as may be required to authorize the execution, delivery and
performance of such documents and instruments and to grant and perfect in favor
of the Agent a first priority Lien on all (or, subject to Section 7.1(s), 65%,
as the case may be) of the Capital Stock of such New Subsidiary including,
without limitation, the execution and delivery to the Agent by such New
Subsidiary of an Acknowledgment and Consent to the Pledge Agreement in the form
attached thereto, or (ii) enter into management contracts or similar
arrangements between or among such Borrower or Subsidiary and any Loan Party or
any Subsidiary thereof, provided that the Person that obtains managerial rights
under such management or similar contract is a Loan Party; provided, however,
that nothing contained in this Section 7.2(l) shall, (i) subject to Section
7.1(s), be deemed or construed to require (A) any pledge of more than 65% of the
Capital Stock of any Foreign Subsidiary or Cdn. Subsidiary, (B) the granting of
any Lien on any asset of any Cdn. Subsidiary (including the Capital Stock owned
by such Subsidiary in any other Person) to secure any Obligations of the U.S.
Lenders, (C) the granting of any Liens on any assets of any Foreign Subsidiary
(including the Capital Stock owned by such Subsidiary in any other Person) or
(D) the guaranty by any Foreign Subsidiary of any of the Obligations or by any
Cdn.


                                      -94-
<PAGE>   95


Subsidiary of any of the Obligations of the U.S. Borrowers or (ii) be deemed or
construed to require the pledge of the Capital Stock of, or the guaranty of the
Obligations by, any Subsidiary with a net worth of less than US$250,000.

                  (m) Fiscal Year. Each Borrower will not, and will not permit
any of its Subsidiaries to, change its fiscal year from a year ending December
31.

                  (n) Accounting Changes. Each Borrower will not, and will not
permit any of its Subsidiaries to, at any time make or permit any change in
accounting policies or reporting practices, except as required by or in
accordance with GAAP.

                  (o) No Prohibited Transactions Under ERISA. Each Borrower will
not, and will not permit any of its ERISA Affiliates to, directly or indirectly:

                           (i) Engage in any Prohibited Transaction which could
                  reasonably be expected to result in a civil penalty or excise
                  tax described in Section 406 of ERISA or Section 4975 of the
                  Internal Revenue Code for which a statutory or class exemption
                  is not available or a private exemption has not been
                  previously obtained from the Department of Labor;

                           (ii) permit to exist with respect to any Pension Plan
                  any accumulated funding deficiency (as defined in Section 302
                  of ERISA and Section 412 of the Internal Revenue Code),
                  whether or not waived;

                           (iii) terminate any Pension Plan where such event
                  would result in any liability of any Borrower or ERISA
                  Affiliate under Title IV of ERISA;

                           (iv) fail to make any required contribution or
                  payment to any Multiemployer Plan;

                           (v) fail to pay any required installment or any other
                  payment required under Section 412 of the Internal Revenue
                  Code on or before the due date for such installment or other
                  payment;

                           (vi) amend a Pension Plan resulting in an increase in
                  current liability for the plan year such that any Borrower or
                  ERISA Affiliate is required to provide security to such Plan
                  under Section 307 of ERISA or Section 401(a)(29) of the
                  Internal Revenue Code;


                                      -95-
<PAGE>   96


                           (vii) withdraw from any Multiemployer Plan where such
                  withdrawal is reasonably likely to result in any liability of
                  any such entity under Title IV of ERISA; or

                           (viii) take any action that would cause the
                  imposition of an excise tax under Section 4978 or Section
                  4979A of the Internal Revenue Code.

                  (p) Prepayments and Amendments of Material Contracts. Each
Borrower will not, and will not permit any Designated Affiliate to, at any time
(i) make any prepayment of any Indebtedness, other than the prepayment of the
Loans in accordance with the terms of this Agreement and, so long as no Default
or Event of Default shall have occurred and be continuing or would result
therefrom, (A) prepayments that would be permitted to be made as Restricted
Payments under Section 7.2(j), (B) the prepayment of the Subordinated Note from
the proceeds of Permitted Refinancing Indebtedness or from Net Cash Proceeds,
and (C) the prepayment of Permitted Intercompany Debt, or (ii) amend, modify,
cancel or terminate, or permit the amendment, modification, cancellation or
termination of, any Material Contract, except where such amendment or
modification could not be reasonably expected to have a Material Adverse Effect.

                  (q) Lease Obligations. Each Borrower will not, and will not
permit any Designated Affiliate to, at any time create, incur or assume any
obligations as lessee for the rental or hire of real or personal property in
connection with any sale and leaseback transaction.

                  (r) Bank Accounts. Each Borrower will not, and will not permit
any Designated Affiliate to, open, maintain or otherwise have any checking,
savings or other accounts at any bank or other financial institution, or any
other account where money is or may be deposited or maintained with any other
Person, other than (i) payroll accounts, (ii) accounts specified in Schedule
7.2(r) and (iii) other accounts of which the Administrative Borrower has given
the Agent written notice and which are subject to a blocked account arrangement
in favor of the Agent or the Cdn. Agent, as applicable, under documentation
satisfactory to the Agent.


                                      -96-
<PAGE>   97



                                  ARTICLE VIII.

                               FINANCIAL COVENANTS


                  Until termination of the Commitments, payment and satisfaction
of all Obligations in full, and termination, Collateralization or expiration of
all Letters of Credit:

                  SECTION 8.1. Fixed Charge Coverage Ratio. The Fixed Charge
Coverage Ratio for any period set forth below shall not be less than the ratio
set forth below opposite such period:


<TABLE>
<CAPTION>

                          Period                                    Minimum Fixed Charge
                                                                       Coverage Ratio
                          ------                                    --------------------
<S>                                                                 <C>
January 1, 2000 to March 31, 2000                                      0.54 to 1.00

January 1, 2000 to June 30, 2000                                       0.22 to 1.00

January 1, 2000 to September 30, 2000                                  0.32 to 1.00

January 1, 2000 to December 31, 2000                                   0.70 to 1.00

April 1, 2000 to March 31, 2001                                        0.83 to 1.00

July 1, 2000 to June 30, 2001                                          1.14 to 1.00

Each consecutive twelve-month period ending each fiscal                1.50 to 1.00
quarter-end thereafter
</TABLE>

                  SECTION 8.2. Capital Expenditures. The aggregate amount of
GPI's and its Subsidiaries' consolidated Capital Expenditures made or committed
to be made in any fiscal year commencing with the fiscal year ending December
31, 1999 shall not exceed US$45,000,000, provided that, if a Default or Event of
Default shall have occurred and be continuing or would result therefrom, no such
Capital Expenditures may be made or committed to be made.

                  SECTION 8.3. Net Worth. The Borrowers shall cause GPI and its
Subsidiaries to maintain a consolidated net worth of GPI and its Subsidiaries,
determined in accordance with GAAP, (A) of not less than US$400,000,000 at all
times from the Closing Date through the fiscal year ending December 31, 2000 and
(B) of not less than US$400,000,000 plus 50% of the consolidated net earnings
(if positive) of GPI and its Subsidiaries for each fiscal year since fiscal year
2000, determined on a cumulative basis, at all times in each subsequent fiscal
year.


                                      -97-
<PAGE>   98


                  SECTION 8.4. Business Plan. The Agent and the Borrowers
acknowledge that the foregoing financial covenants were established by the Agent
and the Borrowers on the basis of the Business Plan delivered to the Agent on
the Closing Date, after leaving a margin in favor of the Borrowers which the
Agent and the Borrowers have agreed is fair. Accordingly, the parties hereto
have agreed that any failure by the Borrowers to comply with the terms of any
Financial Covenant shall be deemed material for purposes of this Agreement.

                                   ARTICLE IX.

                                EVENTS OF DEFAULT

                  SECTION 9.1. Events of Default. The occurrence of any of the
following events shall constitute an "Event of Default":

                  (a) the Borrowers shall fail to pay any principal, interest,
fees, expenses or other Obligations when payable, whether at stated maturity, by
acceleration, or otherwise; or

                  (b) any Loan Party shall (i) default in the performance or
observance of any agreement, covenant, condition, provision or term contained in
Section 2.3, 2.4, 2.6, 7.1(a)(i), 7.1(f), 7.1(h), 7.1(k), 7.2, 8.1, 8.2, 8.3,
8.4 or 11.4 hereof, or in Section 4(c) or 5 of the Pledge Agreement; or (ii)
default in the performance or observance of any agreement, covenant, condition,
provision or term contained in this Agreement or any other Loan Document (other
than those referred to in Sections 9.1(a) and (b)(i)) and such failure continues
for a period of ten days without cure; or

                  (c) any Loan Party shall (except as otherwise expressly
permitted under Sections 7.1(a) and 7.2(c)) dissolve, wind up or otherwise cease
to conduct its business; or

                  (d) any Loan Party shall become the subject of an Insolvency
Event; or

                  (e) (i) any Loan Party shall fail to make any payment (whether
of principal, interest or otherwise and regardless of amount) in respect of any
Material Indebtedness when due (whether at scheduled maturity or by required
prepayment, acceleration, demand or otherwise), or (ii) any event or condition
occurs (other than due to an event that accelerates GPI's obligations under the
Subordinated Note which obligations are simultaneously repaid as permitted under
Section 7.2(p)(i) that results in any Material Indebtedness becoming due prior
to its scheduled maturity or that enables or permits the holder or holders (or a
trustee or agent on behalf of such holder or holders) to declare any Material
Indebtedness to be due, or to require the prepayment, repurchase, redemption or
defeasance thereof, prior to its scheduled maturity; or


                                      -98-
<PAGE>   99


                  (f) any representation or warranty made by any Loan Party
under or in connection with any Loan Document or amendment or waiver thereof, or
any Financial Statement, report, document or certificate delivered in connection
therewith, shall prove to have been incorrect in any material respect when made
or deemed made; or

                  (g) any judgment or order for the payment of money which, when
taken together with all other judgments and orders rendered and outstanding
against the Loan Parties taken together, exceeds US$5,000,000 in the aggregate
shall be rendered against the Loan Parties and shall not be stayed, vacated,
bonded or discharged within thirty days; or

                  (h) Any Person or group (as such term is used in Section
13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), other than any Loan Party either (i) becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act) of more than 49.9% of
the voting power of the Capital Stock of any Loan Party entitled to vote for the
election of directors (or persons performing similar functions) and by reason
thereof such Person or group is entitled to elect a majority of the members of
the board of directors (or similar governing body) of such Loan Party or (ii)
otherwise has the ability to elect, directly or indirectly, a majority of the
members of any such board of directors (or similar governing body); or

                  (i) any material covenant, agreement or obligation of a Loan
Party contained in or evidenced by any of the Loan Documents shall cease to be
enforceable, or shall be determined to be unenforceable, in accordance with its
terms; a Borrower or any other Loan Party shall deny or disaffirm its
obligations under any of the Loan Documents or any Liens granted in connection
therewith or shall otherwise challenge any of its obligations under any of the
Loan Documents; or any Liens granted on any of the Collateral with a fair market
value in excess of US$250,000 in the aggregate shall be determined to be void,
voidable or invalid, are subordinated or are not given the priority contemplated
by this Agreement or any other Loan Document; or

                  (j) a Security Document shall for any reason cease to create a
valid and perfected first priority Lien (subject, in the case of Inventory, to
Permitted Liens) on the Collateral purported to be covered thereby; or


                                      -99-
<PAGE>   100


                  (k) the independent public accountants for the Borrowers shall
deliver a Qualified opinion on any Financial Statement; or

                  (l) the occurrence of any event or condition that, in the
Required Lenders' judgment, could be expected to have a Material Adverse Effect;
or

                  (m) the amount or terms of credit provided by suppliers of raw
materials or services necessary for the operation of any Borrower's business
shall be materially less favorable to such Borrower than the amount or terms of
such credit provided by suppliers to competitors of such Borrower.

                  SECTION 9.2. Acceleration, Termination and Cash
Collateralization. Upon the occurrence and during the continuance of an Event of
Default, the Agent may or, upon the request of the Required Lenders, the Agent
shall, take any or all of the following actions:

                           (a) Acceleration. To declare all Obligations
                  immediately due and payable (except with respect to any Event
                  of Default with respect to a Loan Party specified in Section
                  9.1(d), in which case all Obligations shall automatically
                  become immediately due and payable) without presentment,
                  demand, protest or any other action or obligation of the Agent
                  or any Lender.

                           (b) Termination of Commitments. To declare the
                  Commitments immediately terminated (except with respect to any
                  Event of Default with respect to a Loan Party set forth in
                  Section 9.1(d), in which case the Commitments shall
                  automatically terminate) and, at all times thereafter, any
                  Loan made by a Lender or Letter of Credit caused to be issued
                  by the Agent pursuant to this Agreement shall be in such
                  Lender's or the Agent's sole and absolute discretion.
                  Notwithstanding any termination of this Agreement, until all
                  Obligations shall have been fully and indefeasibly paid and
                  satisfied, the Agent shall retain all security in all
                  guaranties and in all existing and future Receivables,
                  Inventory and Equipment of the Borrowers and all other
                  Collateral held by it hereunder and under the Security
                  Documents, and the Borrowers shall continue to turn over all
                  Collections to the Agent.

                           (c) Cash Collateralization. With respect to all
                  Letters of Credit outstanding at the time of the acceleration
                  of the Obligations under Section 9.2(a) or otherwise at any
                  time after the Expiration Date, the Borrowers shall at such
                  time (i) deposit in a cash collateral account established by
                  or on behalf of the


                                     -100-
<PAGE>   101


                  Agent an amount equal to 105% of the aggregate then undrawn
                  and unexpired amount of such Letters of Credit or (ii) provide
                  to the Agent backstopping letters of credit in form and
                  substance satisfactory to the Agent in an amount equal to the
                  aggregate then undrawn and unexpired amount of such Letters of
                  Credit. Amounts held in such cash collateral account shall be
                  under the sole dominion and control of the Agent and applied
                  by the Agent to the payment of drafts drawn under such Letters
                  of Credit, and the balance, if any, in such cash collateral
                  account, after all such Letters of Credit shall have expired
                  or been fully drawn upon shall be applied to repay the other
                  Obligations. After all such Letters of Credit shall have
                  expired or been fully drawn upon and all Obligations shall
                  have been satisfied, the balance, if any, in such cash
                  collateral account (or the originals of any letters of credit
                  delivered to the Agent to backstop any Letters of Credit)
                  shall be returned to the Borrowers or to such other Person as
                  may be lawfully entitled thereto.

                  SECTION 9.3. Other Remedies.

                  (a) Upon the occurrence and during the continuance of an Event
of Default, the Agent shall have all rights and remedies with respect to the
Obligations and the Collateral under applicable law and the Loan Documents, and
the Agent may do any or all of the following:

                           (i) remove for copying all documents, instruments,
                  files and records (including the copying of any computer
                  records) relating to a Borrower's Receivables or use (at the
                  expense of a Borrower) such supplies or space of a Borrower at
                  such Borrower's places of business necessary to administer and
                  collect such Receivables;

                           (ii) accelerate or extend the time of payment,
                  compromise, issue credits, or bring suit on a Borrower's
                  Receivables (in the name of such Borrower or the Agent) and
                  otherwise administer and collect such Receivables;

                           (iii) sell, assign and deliver a Borrower's
                  Receivables with or without advertisement, at public or
                  private sale, for cash, on credit or otherwise, subject to
                  applicable law; and



                                     -101-
<PAGE>   102


                           (iv) foreclose the security interests created
                  pursuant to the Loan Documents by any available procedure, or
                  take possession of any or all of the Collateral, without
                  judicial process and enter any premises where any Collateral
                  may be located for the purpose of taking possession of or
                  removing the same.

                  (b) The Agent may bid or become a purchaser at any sale, free
from any right of redemption, which right is expressly waived by each Borrower.
If notice of intended disposition of any Collateral is required by law, it is
agreed that five days' notice shall constitute reasonable notification. Each
Borrower will assemble the Collateral in its possession and make it available at
such locations as the Agent may specify, whether at the premises of such
Borrower or elsewhere, and will make available to the Agent the premises and
facilities of such Borrower for the purpose of the Agent's taking possession of
or removing the Collateral or putting the Collateral in saleable form. The Agent
may sell the Collateral or any part thereof in one or more parcels at public or
private sale, at any exchange, broker's board or at any of the Agent's offices
or elsewhere, for cash, on credit or for future delivery, and upon such other
terms as the Agent may deem commercially reasonable. The Agent shall not be
obligated to make any sale of Collateral regardless of notice of sale having
been given. The Agent may adjourn any public or private sale from time to time
by announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned. Each
Borrower hereby grants the Agent a license to enter and occupy any of such
Borrower's leased or owned premises and facilities, without charge, to exercise
any of the Agent's rights or remedies.

                  SECTION 9.4. License for Use of Software and Other
Intellectual Property. To the extent permitted by law and not otherwise
prohibited by contracts with third parties, each Borrower hereby grants to the
Agent, for use by the Lenders and the Agent solely in connection with the
preservation or sale of any Collateral, a license or other right to use, without
charge by any Loan Party or Subsidiary thereof, all computer software programs,
data bases, processes, trademarks, tradenames, copyrights, labels, trade
secrets, service marks, patents, advertising materials and other rights, assets
and materials used by such Borrower and needed in connection with the
preservation or sale of such Collateral.

                  SECTION 9.5. No Marshalling; Deficiencies; Remedies
Cumulative. The Agent shall have no obligation to marshal any Collateral or to
seek recourse against or satisfaction of any of the Obligations from one source
before seeking recourse against or satisfaction from another source. The net
cash proceeds resulting from the Agent's exercise of any of the foregoing


                                     -102-
<PAGE>   103


rights to liquidate all or substantially all of the Collateral, including any
and all Collections (after deducting all of the Agent's expenses related
thereto), shall be applied by the Agent to such of the Obligations and in such
order as the Agent shall elect in its sole and absolute discretion, whether due
or to become due. The Borrowers shall remain liable to the Agent and the Lenders
for any deficiencies and the Agent and the Lenders in turn agree to remit to the
applicable Loan Party or its successor or assign, any surplus resulting
therefrom. All of the Agent's and the Lenders' remedies under the Loan Documents
shall be cumulative, may be exercised simultaneously against any Collateral and
any Loan Party or in such order and with respect to such Collateral or such Loan
Party as the Agent may deem desirable, and are not intended to be exhaustive.

                  SECTION 9.6. Waivers. Except as may be otherwise specifically
provided herein or in any other Loan Document, each Borrower hereby waives any
right to a judicial or other hearing with respect to any action or prejudgment
remedy or proceeding by the Agent to take possession, exercise control over, or
dispose of any item of Collateral in any instance (regardless of where the same
may be located) where such action is permitted under the terms of this Agreement
or any other Loan Document or by applicable law or of the time, place or terms
of sale in connection with the exercise of the Agent's rights hereunder and also
waives any bonds, security or sureties required by any statute, rule or other
law as an incident to any taking of possession by the Agent of any Collateral.
Each Borrower also waives any damages (direct, consequential or otherwise)
occasioned by the enforcement of the Agent's rights under this Agreement or any
other Loan Document including the taking of possession of any Collateral or the
giving of notice to any account debtor or the collection of any Receivable of
such Borrower. Each Borrower also consents that the Agent may enter upon any
premises owned by or leased to it without obligations to pay rent or for use and
occupancy, through self-help, without judicial process and without having first
obtained an order of any court. These waivers and all other waivers provided for
in this Agreement and the other Loan Documents have been negotiated by the
parties, and each Borrower acknowledges that it has been represented by counsel
of its own choice, has consulted such counsel with respect to its rights
hereunder and has freely and voluntarily entered into this Agreement and the
other Loan Documents as the result of arm's-length negotiations.

                  SECTION 9.7. Further Rights of the Agent. In the event that a
Borrower shall fail to purchase or maintain insurance (where applicable), or to
pay any tax, assessment, governmental charge or levy, except as the same may be
otherwise permitted hereunder or which is being contested in good faith by
appropriate proceedings and for which adequate reserves have been established in
accordance with GAAP, or in the event that any


                                     -103-
<PAGE>   104


Lien prohibited hereby shall not be paid in full or discharged, or in the event
that a Borrower shall fail to perform or comply with any other covenant, promise
or obligation to the Agent or any Lender hereunder or under any other Loan
Document, the Agent may (but shall not be required to) perform, pay, satisfy,
discharge or bond the same for the account of such Borrower, and all amounts so
paid by the Agent shall be treated as a Loan hereunder to the Borrowers and
shall constitute part of the Obligations.

                  SECTION 9.8. Interest and Letter of Credit Fees After Event of
Default. Each Borrower agrees and acknowledges that the additional interest and
fees that may be charged under Section 4.2 are (a) an inducement to the Lenders
to make Advances and to the Agent to use its best efforts to cause Letters of
Credit to be issued hereunder and that the Agent and the Lenders would not
consummate the transactions contemplated by this Agreement without the inclusion
of such provisions; (b) are fair and reasonable estimates of the Agent's and the
Lenders' costs of administering the credit facility upon an Event of Default;
and (c) are intended to estimate the Agent's and the Lenders' increased risks
upon an Event of Default.


                                   ARTICLE X.

                                    THE AGENT

                  SECTION 10.1. Appointment of Agents.


                  (a) Each Lender hereby designates Transamerica Business Credit
Corporation as its agent and irrevocably authorizes it to take action on such
Lender's behalf under the Loan Documents and to exercise the powers and to
perform the duties described therein and to exercise such other powers as are
reasonably incidental thereto. Each Cdn. Lender hereby designates Transamerica
Commercial Finance Corporation, Canada as its agent and irrevocably authorizes
it to take action on such Cdn. Lender's behalf under the Security Agreement, the
Blocked Account Agreement and any other Loan Document to which the Cdn. Agent is
a party and to exercise the powers and to perform the duties described therein
and to exercise such other powers as are reasonably incidental thereto. Either
of the Agents may perform any of its respective duties by or through its agents
or employees.

                  (b) The provisions of this Article are solely for the benefit
of the Agents and the Lenders, and the Borrowers shall not have any rights as
third party beneficiaries of any of the provisions hereof. The Agents shall act
solely as agents of the Lenders and assume no obligation toward or relationship
of agency or trust with or for the Borrowers.


                                     -104-
<PAGE>   105


                  SECTION 10.2. Nature of Duties of Agents. Neither of the
Agents shall have any duties or responsibilities except those expressly set
forth in the Loan Documents. Neither of the Agents nor any of their respective
officers, directors, employees or agents shall be liable for any action taken or
omitted by it or them as such hereunder or in connection herewith, unless caused
by its or their gross negligence or willful misconduct. The duties of the Agents
shall be mechanical and administrative in nature. The Agents do not have a
fiduciary relationship with or any implied duties to any Lender or any
participant of any Lender.

                  SECTION 10.3. Lack of Reliance on Agents.

                  (a) Independently and without reliance upon either of the
Agents, each Lender, to the extent it deems appropriate, has made and shall
continue to make (i) its own independent investigation of the financial or other
condition and affairs of the Borrowers and the other Loan Parties, in connection
with the taking or not taking of any action in connection herewith and (ii) its
own appraisal of the creditworthiness of the Borrowers and the other Loan
Parties, and except as expressly provided in this Agreement, neither of the
Agents shall have any duty or responsibility, either initially or on a
continuing basis, to provide any Lender with any credit or other information
with respect thereto, whether coming into its possession before the making of
the initial Loans or the issuance of the Initial Letter of Credit or at any time
or times thereafter.

                  (b) Neither of the Agents shall be responsible to any Lender
for any recitals, statements, information, representations or warranties herein
or in any document, certificate or other writing delivered in connection
herewith or for the execution, effectiveness, genuineness, validity,
enforceability, collectibility, priority or sufficiency of this Agreement or the
Notes or the financial or other condition of the Borrowers and the other Loan
Parties. Neither of the Agents shall be required to make any inquiry concerning
either the performance or observance of any of the terms, provisions or
conditions of this Agreement or any other Loan Document, or the financial
condition of the Borrowers and the other Loan Parties, or the existence or
possible existence of any Default or Event of Default.

                  SECTION 10.4. Certain Rights of the Agents. Either of the
Agents may request instructions from the Required Lenders at any time. If either
of the Agents requests instructions from the Required Lenders with respect to
any action or inaction, it shall be entitled to await instructions from the
Required Lenders before such action or inaction. No Lender shall have any right
of action based upon either of the Agents' action or inaction in response to
instructions from the Required Lenders.

                                      -105-
<PAGE>   106



                  SECTION 10.5. Reliance by Agent. Each of the Agents may rely
upon written or telephonic communication it believes to be genuine and to have
been signed, sent or made by the proper Person. Each of the Agents may obtain
the advice of legal counsel (including counsel for the Borrowers with respect to
matters concerning the Borrowers), independent public accountants and other
experts selected by it and shall have no liability for any action or inaction
taken or omitted to be taken by it in good faith based upon such advice.

                  SECTION 10.6. Indemnification of Agents. To the extent either
of the Agents is not reimbursed and indemnified by the Borrowers, each Lender
will reimburse and indemnify such Agent to the extent of such Lender's Pro Rata
Share (determined as of the time that such indemnity payment is sought) for any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses (including counsel fees and disbursements) or
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by or asserted against either of the Agents in performing its duties hereunder
or otherwise relating to the Loan Documents unless resulting from such Agent's
gross negligence or willful misconduct. The agreements contained in this Section
shall survive any termination of this Agreement and the other Loan Documents and
the payment in full of the Obligations.

                  SECTION 10.7. The Agents in Their Individual Capacity. In its
individual capacity, each of the Agents shall have the same rights and powers
hereunder as any other Lender or holder of a Note or participation interest and
may exercise the same as though it was not performing the duties specified
herein. The terms "Lenders," "Required Lenders," "holders of Notes," or any
similar terms shall, unless the context clearly otherwise indicates, include
each of Transamerica Business Credit Corporation and Transamerica Commercial
Finance Corporation, Canada in its individual capacity. Each of the Agent and
its Affiliates may accept deposits from, lend money to, acquire equity interests
in, and generally engage in any kind of banking, trust, financial advisory or
other business with the Borrowers or any Affiliate of the Borrowers as if it
were not performing the duties specified herein, and may accept fees and other
consideration from the Borrowers for services in connection with this Agreement
and otherwise without having to account for the same to the Lenders.

                  SECTION 10.8. Holders of Notes. The Agent may deem and treat
the payee of any Note as the owner thereof for all purposes hereof unless and
until a written notice of the assignment or transfer thereof shall have been
filed with the Agent. Any request, authority or consent of any Person who, at
the time of making such request or giving such authority or


                                     -106-
<PAGE>   107


consent, is the holder of any Note, shall be conclusive and binding on any
subsequent holder, transferee or assignee of such Note or of any Note or Notes
issued in exchange therefor.

                  SECTION 10.9. Successor Agent.

                  (a) Either of the Agents may, upon twenty Business Days'
notice to the Lenders and the Borrowers, resign by giving written notice thereof
to the Lenders and the Borrowers. Any such resignation shall be effective upon
the appointment of a successor Agent.

                  (b) Upon receipt of notice of resignation by either of the
Agents, the Required Lenders may appoint a successor agent which shall also be a
Lender. If a successor agent has not accepted its appointment within fifteen
Business Days, then the retiring agent may, on behalf of the Lenders, appoint a
successor agent which shall be subject to approval by the Borrowers, which
approval shall not be unreasonably withheld and shall be delivered to the
Required Lenders within ten Business Days after the Borrowers' receipt of notice
of a proposed successor agent.

                  (c) Upon its acceptance of the agency hereunder, such
successor agent shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring agent, and the retiring agent shall be
discharged from its duties and obligations under this Agreement. The retiring
agent shall continue to have the benefit of the provisions of this Article for
any action or inaction while it was agent.

                  SECTION 10.10. Collateral Matters.

                  (a) Except as otherwise set forth herein, any action or
exercise of powers by either of the Agents (at the request of the Required
Lenders) under the Loan Documents, together with such other powers as are
reasonably incidental thereto, shall be deemed authorized by and binding upon
all of the Lenders. Without limiting the generality of the foregoing, each
Lender authorizes the Agent, on behalf of such Lender, to execute, deliver and
perform its obligations under the Subordination Agreement, and each Lender
agrees that the Subordination Agreement shall be binding on it. At any time and
without notice to or consent from any Lender, the Agents may take any action
necessary or advisable to perfect and maintain the perfection of the Liens upon
the Collateral.

                  (b) Each of the Agents is authorized to release any Lien
granted to or held by such Agent upon any Collateral (i) upon termination of the
Commitments, termination or Collateralization of all outstanding Letters of
Credit and payment and satisfaction of all of the Obligations, (ii) required to
be delivered from permitted sales of Collateral hereunder, if


                                     -107-
<PAGE>   108


any, upon receipt of the proceeds or (iii) if the release can be and is approved
by the Required Lenders. Either of the Agents may request and the Lenders will
provide confirmation of such Agent's authority to release particular types or
items of Collateral.

                  (c) Upon any sale or transfer of Collateral which is expressly
permitted pursuant to the terms of this Agreement, or consented to in writing by
the Required Lenders or all of the Lenders, as applicable, and upon at least
five Business Days' prior written request by the Administrative Borrower, the
Agent or the Cdn. Agent, as applicable, shall (and is hereby irrevocably
authorized by the Lenders to) execute such documents as may be necessary to
evidence the release of the Liens granted to such Agent for the benefit of the
Lenders herein or pursuant hereto upon the Collateral that was sold or
transferred, provided that (i) such Agent shall not be required to execute any
such document on terms which, in such Agent's opinion, would expose such Agent
to liability or create any obligation or entail any consequence other than the
release of such Liens without recourse or warranty and (ii) such release shall
not in any manner discharge, affect or impair the Obligations or any Liens upon
(or obligations of the Borrowers in respect of) all interests retained by the
Borrowers, including (without limitation) the proceeds of the sale, all of which
shall continue to constitute part of the Collateral. In the event of any sale or
transfer of Collateral, or any foreclosure with respect to any of the
Collateral, the Agent shall be authorized to deduct all of the expenses
reasonably incurred by the Agent or the Cdn. Agent, as the case may be, from the
proceeds of any such sale, transfer or foreclosure.

                  (d) Neither of the Agents shall have any obligation to assure
that the Collateral exists or is owned by any Borrower, that such Collateral is
cared for, protected or insured, or that the Liens on the Collateral have been
created, perfected or have any particular priority. With respect to the
Collateral, the Agent or the Cdn. Agent, as the case may be, may act in any
manner it may deem appropriate, in its sole discretion, given Transamerica
Business Credit Corporation's or Transamerica Commercial Finance Corporation,
Canada's, as the case may be, own interest in the Collateral as one of the
Lenders, and it shall have no duty or liability whatsoever to the Lenders,
except for its gross negligence or willful misconduct.

                  SECTION 10.11. Actions with Respect to Defaults. In addition
to each of the Agents' right to take actions on its own accord as permitted
under this Agreement, such Agent shall take such action with respect to an Event
of Default as shall be directed by the Required Lenders. Until either of the
Agents shall have received such directions, such Agent may act or not act as it
deems advisable and in the best interests of the Lenders.


                                     -108-
<PAGE>   109


                  SECTION 10.12. Delivery of Information. Neither of the Agents
shall be required to deliver to any Lender originals or copies of any documents,
instruments, notices, communications or other information received by the Agent
from the Borrowers, the Required Lenders, any Lender or any other Person under
or in connection with this Agreement or any other Loan Document except (i) as
specifically provided in this Agreement or any other Loan Document and (ii) as
specifically requested from time to time in writing by any Lender with respect
to a specific document, instrument, notice or other written communication
received by and in the possession of such Agent at the time of receipt of such
request and then only in accordance with such specific request.

                                   ARTICLE XI.

                               GENERAL PROVISIONS


                  SECTION 11.1. Notices. Except as otherwise provided herein,
all notices and other communications hereunder shall be in writing and sent by
certified or registered mail, return receipt requested, by overnight delivery
service, with all charges prepaid, or by telecopier followed by a hard copy sent
by regular mail, if to the Agent or the Cdn. Agent, then to Transamerica
Business Credit Corporation, 555 Theodore Fremd Avenue, Suite C-301, Rye, New
York 10580, Telecopy: (914) 921-0110, Attn.: Mr. Steven R. Fischer, Executive
Vice President, with a copy to Transamerica Business Credit Corporation, 9399
West Higgins Road, Suite 600, Rosemont, Illinois 60018, Telecopy: (847)
685-1143, Attn.: General Counsel, if to any Lender, then to its address
specified on Schedule 2 or in the Assignment and Acceptance Agreement pursuant
to which it became a party hereto and if to a Borrower, then c/o the
Administrative Borrower, to Grant Prideco, LP, 1450 Lake Robbins Drive, Suite
600, The Woodlands, Texas 77380, Telecopy: (281) 297-8688, Attn.: Ms. Frances R.
Powell and Philip A. Choyce, Esq., with a copy to Fulbright & Jaworski L.L.P.,
1301 McKinney, Suite 5100, Houston, Texas 77010-3095, Telecopy: (713) 651-5246,
Attn.: Joshua P. Agrons, Esq., or, in each case, to such other address as the
Agent, the Borrowers or a Lender may specify to the other parties in the manner
required hereunder. All such notices and correspondence shall be deemed given
(i) if sent by certified or registered mail, three Business Days after being
postmarked, (ii) if sent by overnight delivery service, when received at the
above stated addresses or when delivery is refused and (iii) if sent by
telecopier transmission, when such transmission is confirmed.


                                     -109-
<PAGE>   110


                  SECTION 11.2. Delays; Partial Exercise of Remedies. No delay
or omission of the Agent or any Lender to exercise any right or remedy hereunder
shall impair any such right or operate as a waiver thereof. No single or partial
exercise by the Agent or any Lender of any right or remedy shall preclude any
other or further exercise thereof, or preclude any other right or remedy.

                  SECTION 11.3. Right of Setoff. In addition to and not in
limitation of all rights of offset that the Agent, any Lender or any of their
respective Affiliates may have under applicable law, and whether or not the
Agent has made any demand or the Obligations of the Borrowers have matured, the
Agent, the Lenders and their respective Affiliates shall have the right to set
off and apply any and all deposits (general or special, time or demand,
provisional or final, or any other type) at any time held and any other
Indebtedness at any time owing by the Agent, any of the Lenders or any of their
Affiliates to or for the credit or the account of any Borrower or any Borrower's
Affiliate against any and all of the Obligations. In the event that the Agent or
any Lender exercises any of its rights under this Section 11.3, the Agent or
such Lender shall provide notice to the Administrative Borrower of such
exercise, provided that the failure to give such notice shall not affect the
validity of the exercise of such rights.

                  SECTION 11.4. Indemnification; Reimbursement of Expenses of
Collection.

                  (a) Each Borrower hereby agrees that, whether or not any of
the transactions contemplated by this Agreement or the other Loan Documents are
consummated, such Borrower will indemnify, defend and hold harmless (on an
after-tax basis) the Agents and the Lenders, and their respective successors and
assigns and their respective directors, officers, agents, employees, advisors,
shareholders, attorneys and Affiliates (each, an "Indemnified Party") from and
against any and all losses, claims, damages, liabilities, deficiencies,
obligations, fines, penalties, actions (whether threatened or existing),
judgments, suits (whether threatened or existing) or expenses (including,
without limitation, reasonable fees and disbursements of counsel, experts,
consultants and other professionals) incurred by any of them (collectively,
"Claims")(except, in the case of each Indemnified Party, to the extent that any
Claim is determined in a final and non-appealable judgment by a court of
competent jurisdiction to have directly resulted from such Indemnified Party's
gross negligence or willful misconduct) arising out of or by reason of (i) any
litigation, investigation, claim or proceeding related to (A) this Agreement,
any other Loan Document or the transactions contemplated hereby or thereby, (B)
any actual or proposed use by a Borrower of the proceeds of the Loans, (C) the
issuance of any Letter of Credit or the acceptance or payment of any document or
draft presented to any


                                     -110-
<PAGE>   111


issuer thereof or (D) the Agents' or any Lender's entering into this Agreement,
the other Loan Documents or any other agreements and documents relating hereto
(other than consequential damages and loss of anticipated profits or earnings),
including, without limitation, amounts paid in settlement, court costs and the
fees and disbursements of counsel incurred in connection with any such
litigation, investigation, claim or proceeding, (ii) any remedial or other
environmental response action taken or required to be taken by a Borrower in
connection with compliance by such Borrower, or any of its properties, with any
Environmental Laws and (iii) any pending, threatened or actual action, claim,
proceeding or suit by any shareholder or director of a Borrower or any actual or
purported violation of a Borrower's Governing Documents or any other agreement
or instrument to which a Borrower is a party or by which any of its properties
is bound. In addition, the Borrowers shall, upon demand, pay to the Agents all
costs and expenses incurred by the Agents (including the fees and disbursements
of counsel and other professionals) in connection with the preparation,
execution, delivery, administration, modification and amendment of the Loan
Documents, and pay to the Agents and each Lender all costs and expenses
(including the fees and disbursements of counsel and other professionals) paid
or incurred by the Agents or such Lender in (A) enforcing or defending its
rights under or in respect of this Agreement, the other Loan Documents or any
other document or instrument now or hereafter executed and delivered in
connection herewith, (B) collecting the Obligations or otherwise administering
this Agreement and (C) foreclosing or otherwise realizing upon the Collateral or
any part thereof. If and to the extent that the obligations of the Borrowers
hereunder are unenforceable for any reason, the Borrowers hereby agree to make
the maximum contribution to the payment and satisfaction of such obligations
that is permissible under applicable law.

                  (b) The Borrowers' obligations under Sections 4.6 and 4.7 and
this Section 11.4 shall survive any termination of this Agreement and the other
Loan Documents, the termination, expiration or Collateralization of all Letters
of Credit and the payment in full of the Obligations, and are in addition to,
and not in substitution of, any of the other Obligations.

                  SECTION 11.5. Amendments, Waivers and Consents. No amendment
or waiver of any provision of this Agreement or any other Loan Document, or
consent to any departure by the Borrowers therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Borrowers and
the Required Lenders (or by the Agents on their behalf), without taking into
account the Commitments or Loans held by Defaulting Lenders, and then such
amendment, waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however, that no
amendment, waiver or consent shall, unless in writing and signed by the
Borrowers and all the


                                     -111-
<PAGE>   112


Lenders (other than any Defaulting Lender), do any of the following at any time:
(a) change the number of Lenders that shall be required for the Lenders or any
of them to take any action hereunder; (b) amend the definition of "Required
Lenders"; (c) amend this Section 11.5; (d) reduce the amount of principal of, or
interest on, or the interest rate applicable to, the Loans or any fees or other
amounts payable hereunder; (e) postpone any date on which any payment of
principal of, or interest on, the Loans or any fees or other amounts payable
hereunder is required to be made; or (f) release any material portion of the
Collateral except as otherwise provided in this Agreement, or permit the
creation, incurrence, assumption or existence of any Lien on any item of
Collateral, provided, further that no amendment, waiver or consent shall, unless
in writing and signed by (i) a Lender, change the Pro Rata Share or increase the
Commitment of such Lender, and (ii) the Agents, in addition to the Lenders
required above, to take any such action that affects the rights or duties of the
Agents under this Agreement or any other Loan Document. Anything contained
herein to the contrary notwithstanding, the Agents are hereby authorized, on
behalf of the Lenders, to execute such documents as may be required to terminate
Liens on such Collateral as any Loan Party is authorized to sell, transfer or
otherwise dispose of in accordance with the terms hereof, provided that the
Administrative Borrower has requested such release of Liens by the Agents in
accordance with the terms hereof.

                  SECTION 11.6. Nonliability of Agents and Lenders. The
relationship among each Borrower and each Lender shall be solely that of
borrower and lender. Neither the Agents nor any Lender shall have any fiduciary
responsibilities to the Borrowers. Neither the Agents nor any Lender undertakes
any responsibility to the Borrowers to review or inform the Borrowers of any
matter in connection with any phase of the Borrowers' business or operations.

                  SECTION 11.7. Assignments and Participations.

                  (a) Borrower Assignment. None of the Borrowers shall assign
this Agreement or any of its rights or obligations hereunder without the prior
written consent of the Agent and the Required Lenders.

                  (b) Lender Assignments. Each Lender may assign to one or more
Eligible Assignees all or a portion of its rights and obligations under this
Agreement, the Notes and the other Loan Documents, with the consent of the Agent
(not to be unreasonably withheld), and upon execution and delivery to the Agent,
for its acceptance and recording in the Register, of an Assignment and
Acceptance, together with surrender of any Note or Notes subject to such
assignment and a processing and recordation fee payable to the Agent for its
account of US$3,500. No such assignment


                                     -112-
<PAGE>   113


shall be for less than US$5,000,000 of the Commitments or Loans in the case of
an assignment by a U.S. Lender or less than US$1,000,000 of the Commitments or
Loans in the case of an assignment by a Cdn. Lender, in each case unless it is
to another Lender. Upon the execution and delivery to the Agent of an Assignment
and Acceptance and the payment of the recordation fee to the Agent, from and
after the date specified as the effective date in the Assignment and Acceptance
(the "Acceptance Date"), (x) the assignee thereunder shall be a party hereto,
and, to the extent that rights and obligations hereunder have been assigned to
it pursuant to such Assignment and Acceptance, such assignee shall have the
rights and obligations of a Lender hereunder and (y) the assignor thereunder
shall, to the extent that rights and obligations hereunder have been assigned by
it pursuant to such Assignment and Acceptance, relinquish its rights (other than
any rights it may have pursuant to Sections 4.6, 4.7 and 11.4 which shall
survive such assignment) and be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all or the
remaining portion of an assigning Lender's rights and obligations under this
Agreement, such Lender shall cease to be a party hereto).

                  (c) Agreements of Assignee. By executing and delivering an
Assignment and Acceptance, the assignee thereunder confirms and agrees as
follows: (i) other than as provided in such Assignment and Acceptance, the
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement,
the Notes or any other Loan Documents, (ii) such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of any Loan Party or the performance or observance by any
Loan Party of any of its obligations under this Agreement or any other Loan
Document, (iii) such assignee confirms that it is an Eligible Assignee and has
received a copy of this Agreement, together with copies of the Financial
Statements referred to in Section 6.1(i), the Financial Statements delivered
pursuant to Section 7.1(k), if any, and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into such Assignment and Acceptance, (iv) such assignee will, independently and
without reliance upon the Agent, such assigning Lender or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement, (v) such assignee appoints and authorizes the Agent to
take such action as agent on its behalf and to exercise such powers under this
Agreement as are delegated to the Agent by the terms hereof, together with such
powers as are reasonably incidental thereto and (vi) such assignee agrees that
it will perform in accordance with their terms all of the obligations which by
the terms of this Agreement are required to be performed by it as a Lender.

                                     -113-
<PAGE>   114


                  (d) Agent's Register. The Agent shall maintain a register of
the names and addresses of the Lenders, their Commitments and the principal
amount of their Loans (the "Register"). The Agent shall also maintain a copy of
each Assignment and Acceptance delivered to and accepted by it and modify the
Register to give effect to each Assignment and Acceptance. The entries in the
Register shall be conclusive and binding for all purposes, absent manifest
error, and the Borrowers, the Agent and the Lenders may treat each Person whose
name is recorded in the Register as a Lender hereunder for all purposes of this
Agreement. The Register and copies of each Assignment and Acceptance shall be
available for inspection by the Borrowers or any Lender at any reasonable time
and from time to time upon reasonable prior notice. Upon its receipt of each
Assignment and Acceptance and surrender of the affected Note or Notes subject to
such assignment, the Agent will give prompt notice thereof to the Administrative
Borrower. Within five Business Days after its receipt of such notice, the
Borrowers shall execute and deliver to the Agent a new Note to the order of the
assignee in the amount of the applicable Commitment or Loans assumed by it and
to the assignor in the amount of the applicable Commitment or Loans retained by
it, if any. Such new Note or Notes shall re-evidence the indebtedness
outstanding under the surrendered Note or Notes and shall be in an aggregate
principal amount equal to the aggregate principal amount of such surrendered
Note or Notes and shall be dated as of the Effective Date. The Agent shall be
entitled to rely upon the Register exclusively for purposes of identifying the
Lenders hereunder.

                  (e) Lender Participations. Each Lender may sell participations
to one or more parties (each, a "Participant") in or to all or a portion of its
rights and obligations under this Agreement, the Notes and the other Loan
Documents. Notwithstanding a Lender's sale of a participation interest, such
Lender's obligations hereunder shall remain unchanged. The Borrowers, the Agent,
and the other Lenders shall continue to deal solely and directly with such
Lender. No Lender shall grant any Participant the right to approve any amendment
or waiver of this Agreement except to the extent such amendment or waiver would
(i) increase the Commitment of the Lender from which the Participant purchased
its participation interest; (ii) reduce the principal of, or rate or amount of
interest on, the Loans subject to such participation interest; (iii) postpone
any date fixed for any payment of principal of, or interest on, the Loans
subject to such participation interest; or (iv) release all or a substantial
portion of the Collateral, other than in each case when otherwise permitted
hereunder. To the extent permitted by applicable law, each Participant shall
also be entitled to the benefits of Section 11.3 as if it were a Lender,
provided that such Participant agrees to be subject to the last sentence of
Section 2.8(b) as if it were a Lender.


                                     -114-
<PAGE>   115


                  (f) Securities Laws. Each Lender agrees that it will not make
any assignment hereunder in any manner or under any circumstances that would
require registration or qualification of, or filings in respect of, any Loan,
Note or other Obligation under the securities laws of the United States or of
any other jurisdiction.

                  (g) Information. In connection with their efforts to assign
their rights or obligations or sell participations pursuant to Sections 11.7(b)
and (e) hereof, the Agent and the Lenders may disclose any information they
have, now or in the future, with respect to the business of the Loan Parties to
prospective assignees or purchasers, provided that such disclosure is subject to
written confidentiality arrangements customary for assignment or participation
transactions of such type.

                  (h) Pledge to Federal Reserve Bank. Any Lender may at any time
pledge or assign a security interest in all or any portion of its rights under
this Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank, and this Section
shall not apply to any such pledge or assignment of a security interest;
provided that no such pledge or assignment of a security interest shall release
a Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.

                  SECTION 11.8. Counterparts; Telecopied Signatures. This
Agreement and any waiver or amendment hereto may be executed in counterparts and
by the parties hereto in separate counterparts, each of which when so executed
and delivered shall be an original, but all of which shall together constitute
one and the same instrument. This Agreement and each of the other Loan Documents
may be executed and delivered by telecopier or other facsimile transmission all
with the same force and effect as if the same was a fully executed and delivered
original manual counterpart.

                  SECTION 11.9. Severability. In case any provision in or
obligation under this Agreement, any Note or any other Loan Document shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.


                                     -115-
<PAGE>   116


                  SECTION 11.10. Maximum Rate. Notwithstanding anything to the
contrary contained elsewhere in this Agreement or in any other Loan Document,
the parties hereto hereby agree that all agreements between them under this
Agreement and the other Loan Documents, whether now existing or hereafter
arising and whether written or oral, are expressly limited so that in no
contingency or event whatsoever shall the amount paid, or agreed to be paid, to
the Agent or any Lender for the use, forbearance, or detention of the money
loaned to the Borrowers and evidenced hereby or thereby or for the performance
or payment of any covenant or obligation contained herein or therein, exceed the
maximum non-usurious interest rate, if any, that at any time or from time to
time may be contracted for, taken, reserved, charged or received on the
Obligations, under the laws of the State of New York (or the laws of any other
jurisdiction whose laws may be mandatorily applicable notwithstanding other
provisions of this Agreement and the other Loan Documents), or under applicable
federal laws which may presently or hereafter be in effect and which allow a
higher maximum non-usurious interest rate than under the laws of the State of
New York (or such other jurisdiction), in any case after taking into account, to
the extent permitted by applicable law, any and all relevant payments or charges
under this Agreement and the other Loan Documents executed in connection
herewith, and any available exemptions, exceptions and exclusions (the "Highest
Lawful Rate"). If due to any circumstance whatsoever, fulfillment of any
provision of this Agreement or any of the other Loan Documents at the time
performance of such provision shall be due shall exceed the Highest Lawful Rate,
then, automatically, the obligation to be fulfilled shall be modified or reduced
to the extent necessary to limit such interest to the Highest Lawful Rate, and
if from any such circumstance any Lender should ever receive anything of value
deemed interest by applicable law which would exceed the Highest Lawful Rate,
such excessive interest shall be applied to the reduction of the principal
amount then outstanding hereunder or on account of any other then outstanding
Obligations and not to the payment of interest, or if such excessive interest
exceeds the principal unpaid balance then outstanding hereunder and such other
then outstanding Obligations, such excess shall be refunded to the Borrowers.
All sums paid or agreed to be paid to the Lenders for the use, forbearance, or
detention of the Obligations and other Indebtedness of the Borrowers to the
Lenders shall, to the extent permitted by applicable law, be amortized,
prorated, allocated and spread throughout the full term of such Indebtedness,
until payment in full thereof, so that the actual rate of interest on account of
all such Indebtedness does not exceed the Highest Lawful Rate throughout the
entire term of such Indebtedness. The terms and provisions of this Section shall
control every other provision of this Agreement, the other Loan Documents and
all other agreements among the parties hereto.


                                     -116-
<PAGE>   117


                  SECTION 11.11. Administrative Borrower; Nature of Borrowers'
Liabilities; Equivalent Amounts.

                  (a) Each Borrower hereby appoints the Administrative Borrower
irrevocably for the term of this Agreement, to act as its agent,
attorney-in-fact and legal representative in all matters pertaining to the
administration of this Agreement and the other Loan Documents including, without
limitation, to execute and deliver to the Agent or any Lender any notices,
certificates or other documents permitted or required to be executed and
delivered, and to take any and all other actions as are permitted or required to
be taken, under or in connection with the Loan Documents. Any such action taken
by the Administrative Borrower shall bind each of the Borrowers.

                  (b) The Borrowers' liabilities in respect of the Obligations
shall at all times be joint and several notwithstanding that, from time to time,
any one Borrower may use or derive the exclusive benefit of any Loan or the
proceeds thereof or of any Letter of Credit, provided that neither the Cdn.
Borrower nor any Foreign Subsidiary shall be liable for, and none of the assets
of the Cdn. Borrower or any Foreign Subsidiary shall serve as direct or indirect
security for, any of the U.S. Loans or the U.S. Letters of Credit, or any
interest thereon or fees related thereto.

                  (c) All monetary amounts expressed in this Agreement or any
other Loan Document in U.S. Dollars that may, as the context permits, include
Cdn. Dollars shall, for purposes of such Cdn. Dollar amounts, be computed at the
Equivalent Amount thereof in U.S. Dollars.

                  SECTION 11.12. Entire Agreement; Successors and Assigns. This
Agreement and the other Loan Documents constitute the entire agreement among the
parties, supersede any prior written and verbal agreements among them, and shall
bind and benefit the parties and their respective successors and permitted
assigns.

                  SECTION 11.13. LIMITATION OF LIABILITY. NEITHER THE AGENTS NOR
ANY LENDER SHALL HAVE ANY LIABILITY TO ANY BORROWER (WHETHER SOUNDING IN TORT,
CONTRACT, OR OTHERWISE) FOR LOSSES SUFFERED BY ANY BORROWER IN CONNECTION WITH,
ARISING OUT OF, OR IN ANY WAY RELATED TO THE TRANSACTIONS OR RELATIONSHIPS
CONTEMPLATED BY THIS AGREEMENT, OR ANY ACT, OMISSION OR EVENT OCCURRING IN
CONNECTION THEREWITH, UNLESS IT IS DETERMINED BY A FINAL AND NONAPPEALABLE
JUDGMENT OR COURT ORDER BINDING ON THE AGENTS OR SUCH LENDER THAT THE LOSSES
WERE THE RESULT OF ACTS OR OMISSIONS CONSTITUTING GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE AGENTS OR SUCH LENDER. EACH BORROWER HEREBY WAIVES ALL FUTURE
CLAIMS AGAINST EACH LENDER FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE
DAMAGES.


                                     -117-
<PAGE>   118



                  SECTION 11.14. GOVERNING LAW. THE VALIDITY, INTERPRETATION AND
ENFORCEMENT OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY DISPUTE
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE
GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAW PROVISIONS
OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND DECISIONS
OF THE STATE OF NEW YORK.

                  SECTION 11.15. SUBMISSION TO JURISDICTION. ALL DISPUTES
BETWEEN OR AMONG A BORROWER, THE AGENTS AND A LENDER, WHETHER SOUNDING IN
CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED ONLY BY STATE AND FEDERAL
COURTS LOCATED IN NEW YORK, NEW YORK AND THE COURTS TO WHICH AN APPEAL THEREFROM
MAY BE TAKEN; PROVIDED, HOWEVER, THAT THE AGENTS OR A LENDER SHALL HAVE THE
RIGHT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO PROCEED AGAINST EACH
BORROWER OR ITS PROPERTY IN ANY LOCATION SELECTED BY THE AGENTS OR SUCH LENDER
TO ENABLE THE AGENTS TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE A JUDGMENT OR
OTHER COURT ORDER IN FAVOR OF THE AGENTS OR SUCH LENDER. EACH BORROWER AGREES
THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS, SETOFFS OR CROSS-CLAIMS IN
ANY PROCEEDING BROUGHT BY THE AGENTS. EACH BORROWER WAIVES ANY OBJECTION THAT IT
MAY HAVE TO THE LOCATION OF THE COURT IN WHICH THE AGENTS OR A LENDER HAVE
COMMENCED A PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE
LAYING OF VENUE OR BASED ON FORUM NON CONVENIENS.

                  SECTION 11.16. SERVICE OF PROCESS. THE BORROWERS HEREBY
IRREVOCABLY DESIGNATE CSC UNITED STATES CORPORATION, 80 STATE STREET, 6TH FLOOR,
ALBANY, NEW YORK 12207, AS THE DESIGNEE AND AGENT OF THE BORROWERS TO RECEIVE,
FOR AND ON BEHALF OF EACH BORROWER, SERVICE OF PROCESS IN ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. IT IS
UNDERSTOOD THAT A COPY OF SUCH PROCESS SERVED ON SUCH AGENT AT ITS ADDRESS WILL
BE PROMPTLY FORWARDED BY MAIL TO THE ADMINISTRATIVE BORROWER, BUT THE FAILURE OF
THE ADMINISTRATIVE BORROWER TO RECEIVE SUCH COPY SHALL NOT AFFECT IN ANY WAY THE
SERVICE OF SUCH PROCESS. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENT OR
ANY LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

                  SECTION 11.17. JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO A TRIAL BY JURY IN
ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO
(I) THIS AGREEMENT; (II) ANY OTHER LOAN DOCUMENT OR OTHER PRESENT OR FUTURE
INSTRUMENT OR AGREEMENT BETWEEN OR AMONG A BORROWER, THE AGENTS AND A LENDER; OR
(III) ANY CONDUCT, ACTS OR OMISSIONS OF A BORROWER, THE AGENTS, A LENDER OR ANY
OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR OTHER
AFFILIATES, IN EACH CASE WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE.


                                     -118-
<PAGE>   119


                  SECTION 11.18. JUDGMENT.

                  (a) IF FOR THE PURPOSES OF OBTAINING JUDGMENT IN ANY COURT IT
IS NECESSARY TO CONVERT A SUM DUE HEREUNDER IN DOLLARS INTO ANOTHER CURRENCY,
THE PARTIES HERETO AGREE, TO THE FULLEST EXTENT THAT THEY MAY EFFECTIVELY DO SO,
THAT THE RATE OF EXCHANGE USED SHALL BE THAT AT WHICH IN ACCORDANCE WITH NORMAL
BANKING PROCEDURES THE AGENT COULD PURCHASE DOLLARS WITH SUCH OTHER CURRENCY AT
NEW YORK, NEW YORK ON THE BUSINESS DAY PRECEDING THAT ON WHICH FINAL JUDGMENT IS
GIVEN.

                  (b) THE OBLIGATION OF THE BORROWERS IN RESPECT OF ANY SUM DUE
FROM THEM TO ANY LENDER OR THE AGENT HEREUNDER SHALL, NOTWITHSTANDING ANY
JUDGMENT IN A CURRENCY OTHER THAN DOLLARS, BE DISCHARGED ONLY TO THE EXTENT THAT
ON THE BUSINESS DAY FOLLOWING RECEIPT BY SUCH LENDER OR THE AGENT (AS THE CASE
MAY BE) OF ANY SUM ADJUDGED TO BE SO DUE IN SUCH OTHER CURRENCY SUCH LENDER OR
THE AGENT (AS THE CASE MAY BE) MAY IN ACCORDANCE WITH NORMAL BANKING PROCEDURES
PURCHASE DOLLARS WITH SUCH OTHER CURRENCY. IF THE DOLLARS SO PURCHASED ARE LESS
THAN THE SUM ORIGINALLY DUE TO SUCH LENDER OR THE AGENT (AS THE CASE MAY BE) IN
DOLLARS, THE BORROWERS AGREE, AS A SEPARATE OBLIGATION AND NOTWITHSTANDING ANY
SUCH JUDGMENT, TO INDEMNIFY SUCH LENDER OR THE AGENT (AS THE CASE MAY BE)
AGAINST SUCH LOSS, AND IF THE DOLLARS SO PURCHASED EXCEED THE SUM ORIGINALLY DUE
TO ANY LENDER OR THE AGENT (AS THE CASE MAY BE) IN DOLLARS, SUCH LENDER OR THE
AGENT (AS THE CASE MAY BE) AGREES TO REMIT TO THE BORROWERS SUCH EXCESS.


                                     -119-
<PAGE>   120



                  IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its (or its general partner's) proper and duly
authorized officer as of the date first set forth above.


                                          U.S. BORROWERS

                                          GRANT PRIDECO, LP

                                          By:  Grant Prideco Holding, LLC,
                                               its general partner

                                          By: /s/ PHILIP A. CHOYCE
                                             ---------------------------------
                                             Philip A. Choyce
                                             Vice President


                                          XL SYSTEMS, INC.



                                          By: /s/ PHILIP A. CHOYCE
                                             ---------------------------------
                                             Philip A. Choyce
                                             Vice President


                                          TEXAS ARAI, INC.



                                          By: /s/ PHILIP A. CHOYCE
                                             ---------------------------------
                                             Philip A. Choyce
                                             Vice President


                                          TUBE-ALLOY CORPORATION



                                          By: /s/ PHILIP A. CHOYCE
                                             ---------------------------------
                                             Philip A. Choyce
                                             Vice President




                                     -120-
<PAGE>   121


                                        DRILL TUBE INTERNATIONAL, INC.



                                        By: /s/ PHILIP A. CHOYCE
                                           ---------------------------------
                                           Philip A. Choyce
                                           Vice President


                                        PETRO-DRIVE, INC.



                                        By: /s/ PHILIP A. CHOYCE
                                           ---------------------------------
                                           Philip A. Choyce
                                           Vice President


                                        CDN. BORROWER

                                        GRANT PRIDECO CANADA LTD.



                                        By: /s/ PHILIP A. CHOYCE
                                           ---------------------------------
                                           Philip A. Choyce
                                           Secretary


                                        U.S. LENDER

                                        TRANSAMERICA BUSINESS CREDIT
                                          CORPORATION



                                        By: /s/ STEVEN R. FISCHER
                                           ---------------------------------
                                           Steven R. Fischer
                                           Executive Vice President



                                     -121-
<PAGE>   122



                                        CDN. LENDER

                                        TRANSAMERICA COMMERCIAL FINANCE
                                        CORPORATION, CANADA

                                        By: Transamerica Business Credit
                                        Corporation, as Attorney-in-Fact



                                        By: /s/ STEVEN R. FISCHER
                                           ---------------------------------
                                           Stephen R. Fischer
                                           Executive Vice President


                                        AGENT

                                        TRANSAMERICA BUSINESS CREDIT
                                          CORPORATION



                                        By: /s/ STEVEN R. FISCHER
                                           ---------------------------------
                                           Steven R. Fischer
                                           Executive Vice President


                                     -122-