<PAGE>

                                                                    EXHIBIT 10.5
 
        -----------------------------------------------------------------


      GULF STATES STEEL, INC. OF ALABAMA and ALABAMA STRUCTURAL BEAM CORP.,
                                  as Borrowers
        -----------------------------------------------------------------




        =================================================================




                           LOAN AND SECURITY AGREEMENT


                            Dated: November 13, 1997


                                 $80,000,000.00




        =================================================================




        -----------------------------------------------------------------


                           THE FINANCIAL INSTITUTIONS
                   PARTY HERETO FROM TIME TO TIME, as Lenders


                                       and


                       FLEET CAPITAL CORPORATION, as Agent


         --------------------------------------------------------------
<PAGE>
 
                                TABLE OF CONTENTS

<TABLE>
                                                                     Page
                                                                     ----
<CAPTION>

<S>                                                                <C>  


SECTION 1.        CREDIT FACILITIES                                  -2-

1.1.     Revolver Facility                                           -2-
         -----------------
1.2.     Equipment Loans                                             -3-
         ---------------
1.3.     LC Facility                                                 -3-
         -----------

SECTION 2.        INTEREST, FEES AND CHARGES                         -7-

2.1.     Interest                                                    -7-
         --------
2.2.     Fees                                                        -9-
         ----
2.3.     Computation of Interest and Fees                            -10-
         --------------------------------
2.4.     Reimbursement of Expenses                                   -10-
         -------------------------
2.5.     Bank Charges                                                -11-
         ------------
2.6.     Illegality                                                  -11-
         ----------
2.7.     Increased Costs                                             -11-
         ---------------
2.8.     Capital Adequacy                                            -12-
         ----------------
2.9.     Funding Losses                                              -13-
         --------------
2.10.    Maximum Interest                                            -13-
         ----------------

SECTION 3.        LOAN ADMINISTRATION                                -14-

3.1.     Manner of Borrowing and Funding Loans                       -14-
         -------------------------------------
3.2.     Defaulting Lender                                           -17-
         -----------------
3.3.     Special Provisions Governing LIBOR Loans                    -17-
         ----------------------------------------
3.4.     Borrowers' Representative                                   -18-
         -------------------------
3.5.     All Loans to Constitute One Obligation                      -18-
         --------------------------------------

SECTION 4.        PAYMENTS                                           -18-

4.1.     General Payment Provisions                                  -18-
         --------------------------
4.2.     Repayment of Revolver Loans                                 -19-
         ---------------------------
4.3.     Repayment of Equipment Loans                                -20-
         ----------------------------
4.4.     Payment of Other Obligations                                -20-
         ----------------------------
4.5.     Marshaling; Payments Set Aside                              -21-
         ------------------------------
4.6.     Allocation of Payments from Borrowers.                      -21-
         -------------------------------------
4.7.     Application of Payments and Collections                     -21-
         ---------------------------------------
4.8.     Loan Accounts                                               -22-
         -------------
4.9.     Withholding Tax Exemption                                   -22-
         -------------------------
4.10.    Nature and Extent of Each Borrower's Liability              -23-
         ----------------------------------------------


SECTION 5.        ORIGINAL TERM AND TERMINATION                      -24-

5.1.     Original Term of Commitments                                -24-
         ----------------------------
5.2.     Termination                                                 -25-
         -----------
</TABLE> 
<PAGE>
 
<TABLE> 
<S>       <C>                                                        <C> 
SECTION 6.        COLLATERAL SECURITY                                -26-

6.1.     Grant of Security Interest in Collateral                    -26-
         ----------------------------------------
6.2.     Other Collateral.                                           -26-
         ----------------
6.3.     Lien Perfection; Further Assurances                         -27-
         -----------------------------------
6.4.     Lien on Deposit Accounts                                    -27-
         ------------------------

SECTION 7.        COLLATERAL ADMINISTRATION                          -27-

7.1.     General Provisions                                          -27-
         ------------------
7.2.     Administration of Accounts                                  -28-
         --------------------------
7.3.     Administration of Inventory                                 -29-
         ---------------------------
7.5.     Payment of Charges                                          -31-
         ------------------

SECTION 8.        REPRESENTATIONS AND WARRANTIES                     -31-

8.1.     General Representations and Warranties                      -31-
         --------------------------------------
8.2.     Reaffirmation of Representations and Warranties             -35-
         -----------------------------------------------
8.3.     Survival of Representations and Warranties                  -36-
         ------------------------------------------

SECTION 9.        COVENANTS AND CONTINUING AGREEMENTS                -36-

9.1.     Affirmative Covenants                                       -36-
         ---------------------
9.2.     Negative Covenants                                          -38-
         ------------------
9.3.     Specific Financial Covenant                                 -41-
         ---------------------------

SECTION 10.       CONDITIONS PRECEDENT                               -41-

10.1.    Conditions Precedent to Initial Credit Extensions           -41-
         -------------------------------------------------
10.2.    Conditions Precedent to all Credit Extensions               -42-
         ---------------------------------------------
10.3.    Limited Waiver of Conditions Precedent                      -43-
         --------------------------------------

SECTION 11.       EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT  -43-

11.1.    Events of Default                                           -43-
         -----------------
11.2.    Acceleration of the Obligations                             -45-
         -------------------------------
11.3.    Other Remedies                                              -46-
         --------------
11.4.    Setoff                                                      -47-
         ------
11.5.    Remedies Cumulative; No Waiver                              -47-
         ------------------------------

SECTION 12.       AGENT                                              -48-

12.1.    Appointment, Authority and Duties of Agent                  -48-
         ------------------------------------------
12.2.    Agreements Regarding Collateral                             -49-
         -------------------------------
12.3.    Reliance By Agent                                           -49-
         -----------------
12.4.    Action Upon Default                                         -50-
         -------------------
12.5.    Ratable Sharing                                             -50-
         ---------------
12.6.    Indemnification of Agen                                     -50-
         -----------------------
12.7.    Limitation on Responsibilities of Agent                     -51-
         ---------------------------------------
12.8.    Successor Agent and Co-Agents                               -52-
         -----------------------------
12.9.    Consents, Amendments and Waivers; Out-of-Formula Loans      -53-
         ------------------------------------------------------
12.10.   Due Diligence and Non-Reliance                              -54-
         ------------------------------

</TABLE> 
<PAGE>
 
<TABLE> 
<S>      <C>                                                         <C>   
12.11.   Representations and Warranties of Lenders                   -54-
         -----------------------------------------
12.12.   The Required Lenders                                        -55-
         --------------------
12.13.   Several Obligations                                         -55-
         -------------------
12.14.   Agent in its Individual Capacity                            -55-
         --------------------------------
12.15.   No Third Party Beneficiaries                                -55-
         ----------------------------
12.16.   Notice of Transfer                                          -55-
         ------------------
12.17.   Replacement of Certain Lenders                              -55-
         ------------------------------
12.18.   Remittance of Payments and Collections.                     -56-
         --------------------------------------

SECTION 13.      BENEFIT OF AGREEMENT; ASSIGNMENTS AND 
                  PARTICIPATIONS                                     -56-

13.1.    Successors and Assigns                                      -56-
         ----------------------
13.2.    Participations                                              -57-
         --------------
13.3.    Assignments                                                 -57-
         -----------
13.4.    Reserved                                                    -58-
         --------
13.5.    Tax Treatment                                               -58-
         -------------

SECTION 14.       MISCELLANEOUS                                      -58-

14.1.    Power of Attorney                                           -58-
         -----------------
14.2.    General Indemnity                                           -59-
         -----------------
14.3.    Survival of All Indemnities                                 -60-
         ---------------------------
14.4.    Modification of Agreement                                   -60-
         -------------------------
14.5.    Severability                                                -60-
         ------------
14.6.    Cumulative Effect; Conflict of Terms                        -60-
         ------------------------------------
14.7.    Execution in Counterparts                                   -60-
         -------------------------
14.8.    Agent's or Required Lenders' Consent                        -60-
         ------------------------------------
14.9.    Notice                                                      -60-
         ------
14.10.   Credit Inquiries                                            -61-
         ----------------
14.11.   Time of Essence                                             -61-
         ---------------
14.12.   Entire Agreement; Appendix A, Exhibits and Schedules        -61-
         ----------------------------------------------------
14.13.   Interpretation                                              -61-
         --------------
14.14.  Obligations of Lenders Several                               -61-
        ------------------------------
14.15.   Governing Law; Consent To Forum                             -61-
         -------------------------------
14.16.    Waivers by Borrowers                                       -62-
          --------------------

</TABLE> 
<PAGE>
 
                         LIST OF EXHIBITS AND SCHEDULES
                         ------------------------------


Exhibit A   Form of Revolver Note
Exhibit B   Form of Notice of Conversion/Continuation
Exhibit C   Form of Notice of Borrowing
Exhibit D   Form of Compliance Certificate
Exhibit E   Form of Opinion Contents
Exhibit F   Form of Assignment and Acceptance
Exhibit G   Form of Notice

Schedule 7.1.1    Borrowers' Business Locations
Schedule 8.1.1    Jurisdictions in which Borrowers and each of their 
                  Subsidiaries is Authorized to do Business
Schedule 8.1.4    Capital Structure of Borrowers
Schedule 8.1.5    Corporate Names
Schedule 8.1.13   Tax Identification Numbers of Borrowers and their Subsidiaries
Schedule 8.1.15   Patents, Trademarks, Copyrights and Licenses
Schedule 8.1.18   Contracts Restricting Borrowers' Right to Incur Debts; Surety 
                  Obligations
Schedule 8.1.19   Litigation
Schedule 8.1.21   Capitalized and Operating Leases
Schedule 8.1.22   Pension Plans
Schedule 8.1.24   Labor Contracts
Schedule 9.2.5    Permitted Liens
<PAGE>
 
                                                        FINAL: November 13, 1997



                           LOAN AND SECURITY AGREEMENT



         THIS LOAN AND SECURITY AGREEMENT is made on November 13, 1997, by and
among GULF STATES STEEL, INC. OF ALABAMA (individually and in its capacity as
representative of ASB pursuant to Section 3.4 hereof, "GSS"), an Alabama
corporation with its chief executive office and principal place of business at
174 South 26th Street, Gadsden, Alabama 35904; ALABAMA STRUCTURAL BEAM CORP.
("ASB"), an Alabama corporation with its chief executive office and principal
place of business at 174 South 26th Street, Gadsden, Alabama 35904 (GSS and ASB
being referred to collectively as "Borrowers," and individually as a
"Borrower"); the financial institutions listed on the signature pages hereof and
their respective successors and assigns which become "Lenders" as provided
herein (such financial institutions and their respective successors and assigns
referred to collectively herein as "Lenders," and individually as a "Lender");
and FLEET CAPITAL CORPORATION, a Rhode Island corporation with an office at 200
Glastonbury Boulevard, Glastonbury, Connecticut 06033, in its capacity as
collateral and administrative agent for the Lenders pursuant to Section 12
hereof (together with its successors in such capacity, "Agent").
Capitalized terms used in this Agreement have the meanings assigned to them in
Appendix A, General Definitions.


                                R e c i t a l s:
                                ----------------


         Each Borrower has requested that Lenders make available a revolving
credit facility to Borrowers, which shall be used by Borrowers to pay all
outstanding Debt owing to the Prior Lenders and to finance their mutual and
collective enterprise of manufacturing steel and steel-related products. In
order to utilize the financial powers of each Borrower in the most efficient and
economical manner, and in order to facilitate the financing of each Borrower's
needs, Lenders will, at the request of either Borrower, make loans to each
Borrower under the revolving credit facility on a combined basis and in
accordance with the provisions hereinafter set forth. Borrowers' business is a
mutual and collective enterprise and Borrowers believe that the consolidation of
all revolving credit loans under this Agreement will enhance the aggregate
borrowing powers of each Borrower and ease the administration of their revolving
credit loan relationship with Lenders, all to the mutual advantage of Borrowers.
Lenders' willingness to extend credit to Borrowers and to administer each
Borrower's collateral security therefor, on a combined basis as more fully set
forth in this Agreement, is done solely as an accommodation to Borrowers and at
Borrowers' request in furtherance of Borrowers' mutual and collective
enterprise. Borrowers also have requested that Lenders make available to GSS a
capital expenditure facility in Lenders' sole and absolute discretion.

                                      -1-
<PAGE>
 
         NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable
consideration, the parties hereto hereby agree as follows:

SECTION 1.        CREDIT  FACILITIES

         Subject to the terms and conditions of, and in reliance upon the
representations and warranties made in, this Agreement and the other Loan
Documents, Lenders severally agree to the extent and in the manner hereinafter
set forth to make their respective Pro Rata shares of the Commitments available
to Borrowers, in an aggregate amount up to $80,000,000, as follows:

         1.1.     Revolver Facility.
                  -----------------

                  1.1.1. Revolver Loans. Each Lender agrees, severally to the
                         --------------
extent of its Revolver Commitment and not jointly with the other Lenders, upon
the terms and subject to the conditions set forth herein, to make Revolver Loans
to Borrowers on any Business Day during the period from the date hereof through
the day before the Commitment Termination Date, not to exceed in aggregate
principal amount outstanding at any time such Lender's Revolver Commitment at
such time, which Revolver Loans may be repaid and reborrowed in accordance with
the provisions of this Agreement; provided, however, that Lenders shall have no
                                  --------  -------
obligation to Borrowers whatsoever to make any Revolver Loan if at the time of
the proposed funding thereof the aggregate principal amount of all of the
Revolver Loans and Pending Revolver Loans then outstanding exceeds, or would
exceed after the funding of such Revolver Loan, the Borrowing Base. Each
Borrowing of Revolver Loans shall be funded by Lenders on a Pro Rata basis in
accordance with their respective Revolver Commitments (except for Revolver Loans
funded by Fleet as Settlement Loans). The Revolver Loans shall bear interest as
set forth in Section 2.1 hereof. Each Revolver Loan shall, at the option of
Borrowers, be made or continued as, or converted into, part of one or more
Borrowings that, unless specifically provided herein, shall consist entirely of
Base Rate Loans or LIBOR Loans; provided, however, that Borrowers shall use
                                --------  -------
their best efforts to ensure that the average principal amount of LIBOR Loans
outstanding during any Fiscal Quarter does not exceed 80% of the average
principal amount of all Loans outstanding during such Fiscal Quarter. If the
average principal amount of LIBOR Loans for a Fiscal Quarter exceeds the average
principal amount of all Loans during such Fiscal Quarter, then Borrowers shall
use their best efforts to reduce the amount of LIBOR Loans outstanding to less
than 80% of the principal amount of all Loans outstanding at such time.

                  1.1.2. Out-of-Formula Loans. If the unpaid balance of Revolver
                         --------------------
Loans outstanding at any time should exceed the Borrowing Base at such time (an
"Out-of-Formula Condition"), such Revolver Loans shall nevertheless constitute
Obligations that are secured by the Collateral and entitled to all of the
benefits of the Loan Documents. In the event that Lenders are willing in their
sole and absolute discretion to make Out-of-Formula Loans, such Out-of-Formula
Loans shall be payable on demand and shall bear interest as provided in this
Agreement for Revolver Loans generally.

                  1.1.3. Use of Proceeds. The proceeds of the Revolver Loans
                         ---------------
shall be used by Borrowers solely for one or more of the following purposes: (i)
to satisfy any Debt owing on the Closing Date to the Prior Lenders arising from
loans, and interest and fees payable in

                                      -2-
<PAGE>
 
connection therewith, made by them under that certain Loan and Security
Agreement dated as of April 21, 1995, as amended, among Borrowers, NationsBank
of Georgia, N.A., as agent for the Prior Lenders and the Prior Lenders; (ii) to
pay the fees and transaction expenses associated with the closing of the
transactions described herein; (iii) to pay any of the Obligations; and (iv) to
make expenditures for other lawful corporate purposes of Borrowers to the extent
such expenditures are not prohibited by this Agreement or Applicable Law. In no
event may any Revolver Loan proceeds be used by any Borrower to make a
contribution to the equity of any Subsidiary, to purchase or to carry, or to
reduce, retire or refinance any Debt incurred to purchase or carry, any Margin
Stock or for any related purpose that violates the provisions of Regulations G,
T, U or X of the Board of Governors.

                  1.1.4. Revolver Notes. The Revolver Loans made by each Lender
                         --------------
and interest accruing thereon shall be evidenced by the records of Agent and
such Lender and by the Revolver Note payable to such Lender (or the assignee of
such Lender), which shall be executed by Borrowers, completed in conformity with
this Agreement and delivered to such Lender on the Closing Date. All outstanding
principal amounts and accrued interest under the Revolver Loans shall be due and
payable as set forth in Section 4.2 hereof.

         1.2.     Equipment Loans. Lenders may, in their sole and absolute
                  ---------------
discretion, severally to the extent of such Lender's Equipment Loan Commitment
and not jointly with the other Lenders, during the period from and after the
Closing Date through the Original Term, make Equipment Loans to GSS, in an
aggregate amount not to exceed in the aggregate principal amount outstanding at
any time such Lender's Equipment Loan Commitment at such time, to finance GSS'
purchase of Eligible Equipment. Lenders shall have no obligation to honor any
request by GSS for an Equipment Loan but may do so in their sole and absolute
discretion. If Lenders shall elect to make an Equipment Loan to GSS, then GSS
shall satisfy each of the Equipment Loan Conditions prior to the making of such
Equipment Loan and shall execute or cause to be executed amendments to this
Agreement, the Indenture and the Intercreditor Agreement to the extent required
by Lenders, each of which amendment shall be in form and substance satisfactory
to Agent and Lenders. In addition to such other terms as Lenders may require,
the proceeds of each Equipment Loan shall not exceed 70% of the Equipment
Purchase Price of new Eligible Equipment so purchased. All Equipment Loans shall
bear interest at the variable rates specified in subsection 2.1.1 hereof and
shall be evidenced by and repaid in accordance with the terms of the Equipment
Notes.

         1.3.     LC Facility.
                  -----------

                  1.3.1 Procurement of Letters of Credit. Fleet agrees, during
                        --------------------------------
the term of this Agreement and for so long as no Default or Event of Default
exists, to request from Bank one or more Letters of Credit on Borrowers' request
therefor from time to time, subject to the following terms and conditions:

                        (i) Each Borrower acknowledges that Bank's willingness
                  to issue any Letter of Credit is conditioned upon Bank's
                  receipt of (A) the LC Guaranty duly executed and delivered to
                  Bank by Fleet, (B) an LC Application with respect to the
                  requested Letter of Credit and (C) such other instruments and
                  agreements as Bank may customarily require for the issuance of
                  a letter of credit of equivalent type and amount as the
                  requested Letter of Credit. Fleet shall have

                                      -3-
<PAGE>
 
                  no obligation to execute any LC Guaranty or to join with any
                  Borrower in executing an LC Application unless (x) Fleet
                  receives an LC Request from such Borrower at least 3 Business
                  Days prior to the date on which such Borrower desires to
                  submit such LC Application to Bank and (y) each of the LC
                  Conditions is satisfied on the date of Fleet's receipt of the
                  LC Request and at the time of the requested execution of the
                  LC Application. Any Letter of Credit issued on the Closing
                  Date shall be for an amount in Dollars that is greater than
                  $250,000. In no event shall Fleet or any other Lender have any
                  liability or obligation to any or all Borrowers or any
                  Subsidiary for any failure or refusal by Bank to issue, for
                  Bank's delay in issuing, or for any error of Bank in issuing
                  any Letter of Credit.

                       (ii)  The Letters of Credit may be requested hereunder by
                  a Borrower only if they are to be used (a) to support
                  obligations of Borrowers incurred in the ordinary course of
                  its business, as presently conducted, on a standby basis or
                  (b) for such other purposes as Agent and Lenders may approve
                  from time to time.

                       (iii) Borrowers jointly and severally agree to reimburse
                  Bank for any draw under any Letter of Credit immediately upon
                  demand, and to pay Bank the amount of all other liabilities
                  and obligations payable to Bank under or in connection with
                  any Letter of Credit immediately when due, irrespective of any
                  claim, setoff, defense or other right that any or all
                  Borrowers may have at any time against Bank or any other
                  Person. If Fleet shall pay any amount under a LC Guaranty with
                  respect to any Letter of Credit, then Borrowers shall be
                  jointly and severally obligated to pay to Fleet, in Dollars on
                  the first Business Day following the date on which payment was
                  made by Fleet under such LC Guaranty, an amount equal to the
                  amount paid by Fleet under such LC Guaranty (or, if payment
                  thereunder was made by Fleet in a currency other than Dollars,
                  an amount equal to the Dollar equivalent of such currency at
                  the time of Fleet's payment under such LC Guaranty, in each
                  case) together with interest from and after the date of
                  Fleet's payment under such LC Guaranty until payment in full
                  is made by Borrowers at a variable rate per annum in effect
                  from time to time hereunder for Revolver Loans constituting
                  Base Rate Loans.

                       (iv)  Borrowers assume all risks of the acts, omissions
                  or misuses of any Letter of Credit by the beneficiary thereof.
                  The obligation of Borrowers to reimburse Fleet for any payment
                  made by Fleet under the LC Guaranty shall be absolute,
                  unconditional, irrevocable and joint and several and shall be
                  paid without regard to any lack of validity or enforceability
                  of any Letter of Credit, the existence of any claim, setoff,
                  defense or other right which any or all Borrowers may have at
                  any time against a beneficiary of any Letter of Credit, or
                  improper honor by Bank of any draw request under a Letter of
                  Credit. If presentation of a demand, draft, certificate or
                  other document does not comply with the terms of a Letter of
                  Credit and a Borrower contends that, as a consequence of such
                  noncompliance it has no obligation to reimburse Bank for any
                  payment made with respect thereto, Borrowers shall
                  nevertheless be

                                      -4-
<PAGE>
 
                  obligated to reimburse Fleet for any payment made under the LC
                  Guaranty with respect to such Letter of Credit, but without
                  waiving any claim a Borrower may have against Bank in
                  connection therewith. All disputes regarding any Letter of
                  Credit shall be resolved by Borrowers directly with Bank.

                   (v)       No Letter of Credit shall be extended or amended in
                  any respect that is not solely ministerial, unless all of the
                  LC Conditions are met as though a new Letter of Credit were
                  being requested and issued.

                  1.3.2    Participations.

                             (i)   Immediately upon the issuance by Bank of
                  any Letter of Credit, each Lender (other than Fleet) shall be
                  deemed to have irrevocably and unconditionally purchased and
                  received from Fleet, without recourse or warranty, an
                  undivided interest and participation equal to the Pro Rata
                  share of such Lender (a "Participating Lender") in all LC
                  Obligations arising in connection with such Letter of Credit
                  and any security therefor or guaranty pertaining thereto, but
                  in no event greater than an amount which, when added to such
                  Lender's Pro Rata share of all Revolver Loans and LC
                  Obligations then outstanding, exceeds such Lender's Revolver
                  Commitment.

                             (ii)  If Fleet makes any payment under an LC
                  Guaranty and Borrowers do not repay or cause to be repaid the
                  amount of such payment on the Reimbursement Date, Fleet shall
                  promptly notify Agent, which shall promptly notify each
                  Participating Lender, of such payment and each Participating
                  Lender shall promptly and unconditionally pay to Agent, for
                  the account of Fleet, in Dollars in immediately available
                  funds, the amount of such Participating Lender's Pro Rata
                  share of such payment, and Agent shall promptly pay such
                  amounts to Fleet. If a Participating Lender does not make its
                  Pro Rata share of the amount of such payment available to
                  Agent, such Lender agrees to pay to Agent for the account of
                  Fleet, forthwith on demand, such amount together with interest
                  thereon at the Federal Funds Rate. The failure of any
                  Participating Lender to make available to Agent for the
                  account of Fleet such Participating Lender's Pro Rata share of
                  the LC Obligations shall not relieve any other Participating
                  Lender of its obligation hereunder to make available to Agent
                  its Pro Rata share of the LC Obligations, but no Participating
                  Lender shall be responsible for the failure of any other
                  Participating Lender to make available to Agent its Pro Rata
                  share of the LC Obligations on the date such payment is to be
                  made.

                             (iii) Whenever Fleet receives a payment on
                  account of the LC Obligations, including any interest thereon,
                  as to which Agent has previously received payments from any
                  Lender for the account of Fleet, Fleet shall promptly pay to
                  each Participating Lender which has funded its participating
                  interest therein, in immediately available funds, an amount
                  equal to such Participating Lender's Pro Rata share thereof.

                                      -5-
<PAGE>
 
                             (iv)  The obligation of each Participating
                  Lender to make payments to Agent for the account of Fleet in
                  connection with Fleet's payment under a LC Guaranty shall be
                  absolute, unconditional and irrevocable, not subject to any
                  counterclaim, setoff, qualification or exception whatsoever
                  (other than for Fleet's gross negligence or willful
                  misconduct), and shall be made in accordance with the terms
                  and conditions of this Agreement under all circumstances and
                  irrespective of whether or not any or all Borrowers may assert
                  or have any claim for any lack of validity or unenforceability
                  of this Agreement or any of the other Loan Documents; the
                  existence of any Default or Event of Default; any draft,
                  certificate or other document presented under a Letter of
                  Credit having been determined to be forged, fraudulent,
                  invalid or insufficient in any respect or any statement
                  therein being untrue or inaccurate in any respect; or the
                  existence of any setoff or defense any Obligor may have with
                  respect to any of the Obligations

                             (v)   Neither Fleet nor any of its officers,
                  directors, employees or agents shall be liable to any
                  Participating Lenders for any action taken or omitted to be
                  taken under or in connection with any of the LC Documents
                  except as a result of actual gross negligence or willful
                  misconduct on the part of Fleet. Fleet does not assume any
                  responsibility for any failure or delay in performance or
                  breach by any or all Borrowers or any other Person of any of
                  its obligations under any of the LC Documents. Fleet does not
                  make to Participating Lenders any express or implied warranty,
                  representation or guaranty with respect to the Collateral, the
                  LC Documents, or other Obligor. Fleet shall not be responsible
                  to any Participating Lender for any recitals, statements,
                  information, representations or warranties contained in, or
                  for the execution, validity, genuineness, effectiveness or
                  enforceability of or any of the LC Documents; the validity,
                  genuineness, enforceability, collectibility, value or
                  sufficiency of any of the Collateral or the perfection of any
                  Lien therein; or the assets, liabilities, financial condition,
                  results of operations, business, creditworthiness or legal
                  status of any Borrower or any other Obligor or any Account
                  Debtor. In connection with its administration of and
                  enforcement of rights or remedies under any of the LC
                  Documents, Fleet shall be entitled to act, and shall be fully
                  protected in acting upon, any certification, notice or other
                  communication in whatever form believed by Fleet, in good
                  faith, to be genuine and correct and to have been signed or
                  sent or made by a proper Person. Fleet may consult with and
                  employ legal counsel, accountants and other experts and to
                  advise it concerning its rights, powers and privileges under
                  the LC Documents and shall be entitled to act upon, and shall
                  be fully protected in any action taken in good faith reliance
                  upon, any advise given by such experts. Fleet may employ
                  agents and attorneys-in-fact in connection with any matter
                  relating to the LC Documents and shall not be liable for the
                  negligence, default or misconduct of any such agents or
                  attorneys-in-fact selected by Fleet with reasonable care.
                  Fleet shall not have any liability to any Participating Lender
                  by reason of Fleet's refraining to take any action under any
                  of the LC Documents without having first received written
                  instructions from the Required Lenders to take such action.

                                      -6-
<PAGE>
 
                  1.3.3  Cash Collateral Account. If any LC Obligations, whether
                         -----------------------
or not then due or payable, shall for any reason be outstanding (i) at any time
when an Event of Default has occurred and is continuing, (ii) on any date that
Availability is less than zero, or (iii) on or at any time after the Commitment
Termination Date, then Borrowers shall, on Agent's request, forthwith deposit
with Agent, in cash, an amount equal to 110% of the maximum aggregate amount of
all LC Obligations then outstanding. If Borrowers fail to make such deposit on
the first Business Day following Agent's demand therefor, Lenders may (and shall
upon direction of the Required Lenders) advance such amount as Revolver Loans
(whether or not an Out-of-Formula Condition is created thereby). Such cash
(together with any interest accrued thereon) shall be held by Agent in the Cash
Collateral Account and may be invested, in Agent's discretion, in Cash
Equivalents. Each Borrower hereby pledges to Agent and grants to Agent a
security interest in, for the benefit of Agent in such capacity and for the Pro
Rata benefit of Lenders, all Cash Collateral held in the Cash Collateral Account
from time to time and all proceeds thereof, as security for the payment of all
Obligations, whether or not then due or payable. From time to time after cash is
deposited in the Cash Collateral Account, Agent may apply Cash Collateral then
held in the Cash Collateral Account to the payment of any amounts, in such order
as Agent may elect, as shall be or shall become due and payable by Borrowers to
Agent or any Lender with respect to the LC Obligations which may be then
outstanding. Neither any Borrower nor any other Person claiming by, through or
under or on behalf of any Borrower shall have any right to withdraw any of the
Cash Collateral held in the Cash Collateral Account, including any accrued
interest, provided that upon termination or expiration of all Letters of Credit
and the payment and satisfaction of all of the LC Obligations outstanding, any
Cash Collateral remaining in the Cash Collateral Account shall be returned to
Borrowers unless an Event of Default then exists (in which event Agent may apply
such Cash Collateral to the payment of any other Obligations outstanding, with
any surplus to be turned over to Borrowers).

                  1.3.4    Indemnifications.
                           ----------------

                             (i)   In addition to any other indemnity which
                  any or all Borrowers may have to Agent or any Lender under any
                  of the other Loan Documents and without limiting such other
                  indemnification provisions, each Borrower hereby agrees to
                  indemnify and defend each of the Agent Indemnitees and Lender
                  Indemnitees and to hold each of the Agent Indemnitees and
                  Lender Indemnitees harmless from and against any and all
                  Claims which any of the Agent Indemnitees or any of the Lender
                  Indemnitees may (other than as the actual result of their own
                  gross negligence or willful misconduct) incur or be subject to
                  as a consequence, directly or indirectly, of (a) the issuance
                  of, payment or failure to pay or any performance or failure to
                  perform under any Letter of Credit or LC Guaranty or (b) any
                  suit, investigation or proceeding as to which Agent or any
                  Lender is or may become a party to as a consequence, directly
                  or indirectly, of the issuance of any Letter of Credit or any
                  LC Guaranty or the payment or failure to pay thereunder.

                             (ii)  Each Participating Lender agrees to
                  indemnify and defend each of the Fleet Indemnitees (to the
                  extent the Fleet Indemnitees are not reimbursed by Borrowers
                  or any other Obligor, but without limiting the indemnification
                  obligations of Borrowers under this Agreement), on a Pro Rata

                                      -7-
<PAGE>
 
                  basis, from and against any and all Claims which may be
                  imposed on, incurred by or asserted against any of the Fleet
                  Indemnitees in any way related to or arising out of Fleet's
                  administration or enforcement of rights or remedies under any
                  of the LC Documents or any of the transactions contemplated
                  thereby (including costs and expenses which Borrowers are
                  obligated to pay under Section 14.2 hereof), provided that no
                  Participating Lender shall be liable to any of the Fleet
                  Indemnitees for any of the foregoing to the extent that they
                  result solely from the willful misconduct or gross negligence
                  of such Fleet Indemnitees.


SECTION 2.        INTEREST, FEES AND CHARGES

         2.1.     Interest.
                  --------

                  2.1.1. Rates of Interest. Borrowers jointly and severally
                         -----------------
agree to pay interest in respect of all unpaid principal amounts of the Loans
from the respective dates such principal amounts are advanced until paid
(whether at stated maturity, on acceleration or otherwise) at a rate per annum
equal to the applicable rate indicated below:

                             (i)   for Loans made or outstanding as Base Rate
                  Loans, .75% plus the Base Rate in effect from time to time; or
                              ----

                             (ii)  for Loans made or outstanding as LIBOR
                  Loans, 3.00% plus the relevant Adjusted LIBOR Rate for the
                               ----
                  applicable Interest Period selected by a Borrower in
                  conformity with this Agreement.

                  Upon determining the Adjusted LIBOR Rate for any Interest
Period requested by Borrowers, Agent shall promptly notify Borrowers thereof by
telephone and, if so requested by Borrowers, confirmed in writing. Such
determination shall, absent manifest error, be final, conclusive and binding on
all parties and for all purposes. The applicable rate of interest for all Loans
bearing interest based upon the Base Rate shall be increased or decreased, as
the case may be, by an amount equal to any increase or decrease in the Base
Rate, with such adjustments to be effective as of the opening of business on the
day that any such change in the Base Rate becomes effective. Interest on each
Loan shall accrue from and including the date on which such Loan is made,
converted to a Loan of another Type or continued as a LIBOR Loan to (but
excluding) the date of any repayment thereof; provided, however, that, if a Loan
                                              --------  -------
is repaid on the same day made, one day's interest shall be paid on such Loan.
The Base Rate on the date hereof is 8.50% per annum and, therefore, the rate of
interest in effect hereunder on the date hereof, expressed in simple interest
terms, is 9.25% per annum with respect to any portion of the Loans bearing
interest as a Base Rate Loan.

                  2.1.2  Conversions and Continuations.
                         -----------------------------

                                      -8-
<PAGE>
 
                                    (i) Borrowers may on any Business Day,
                  subject to the giving of a proper Notice of
                  Conversion/Continuation as hereinafter described, elect (A) to
                  continue all or any part of a LIBOR Loan by selecting a new
                  Interest Period therefor, to commence on the last day of the
                  immediately preceding Interest Period, or (B) to convert all
                  or any part of a Loan of one Type into a Loan of another Type;
                  provided, however, that no outstanding Loans may be converted
                  -----------------
                  into or continued as LIBOR Loans when any Default or Event of
                  Default exists. Any conversion of a LIBOR Loan into a Base
                  Rate Loan shall be made on the last day of the Interest Period
                  for such LIBOR Loan. Any conversion or continuation made with
                  respect to less than the entire outstanding balance of the
                  Revolver Loans or the Equipment Loan, must be allocated among
                  Lenders on a Pro Rata basis, and the Interest Period for Loans
                  converted into or continued as LIBOR Loans shall be
                  coterminous for each Lender.

                                    (ii) Whenever Borrowers desire to convert or
                  continue Loans under Section 2.1.2(i), a Borrower shall give
                  Agent written notice (or telephonic notice promptly confirmed
                  in writing) substantially in the form of Exhibit B ("Notice of
                                                           ---------
                  Conversion/Continuation"), signed by an authorized officer of
                  such Borrower, at least 2 Business Days before the requested
                  conversion or continuation date, in the case of a conversion
                  into or continuation of LIBOR Loans and on the requested
                  conversion date, in the case of a conversion into Base Rate
                  Loans. Promptly after receipt of a Notice of
                  Conversion/Continuation, Agent shall notify each Lender in
                  writing of the proposed conversion or continuation. Each such
                  Notice of Conversion/Continuation shall be irrevocable and
                  shall specify the aggregate principal amount of the Loans to
                  be converted or continued, the date of such conversion or
                  continuation (which shall be a Business Day) and whether the
                  Loans are being converted into or continued as LIBOR Loans
                  (and, if so, the duration of the Interest Period to be
                  applicable thereto) or Base Rate Loans. If, upon the
                  expiration of any Interest Period in respect of any LIBOR
                  Loans Borrowers shall have failed to deliver the Notice of
                  Conversion/Continuation, Borrowers shall be deemed to have
                  elected to convert such LIBOR Loans to Base Rate Loans.

                  2.1.3. Interest Periods. In connection with the making or
                         ----------------
continuation of, or conversion into, each Borrowing of LIBOR Loans, Borrowers
shall select an interest period (each an "Interest Period") to be applicable to
such LIBOR Loan, which interest period shall commence on the date such LIBOR
Loan is made and shall end on a numerically corresponding day in the first,
third or sixth month thereafter; provided, however, that:
                                 -----------------
                                    (i) the initial Interest Period for a LIBOR
                  Loan shall commence on the date of such Borrowing (including
                  the date of any conversion from a Loan of another Type) and
                  each Interest Period occurring thereafter in respect of such
                  Revolver Loan shall commence on the date on which the next
                  preceding Interest Period expires;


                                      -9-
<PAGE>
 
                                    (ii) if any Interest Period would otherwise
                  expire on a day that is not a Business Day, such Interest
                  Period shall expire on the next succeeding Business Day,
                  provided that if any Interest Period in respect of LIBOR Loans
                  would otherwise expire on a day which is not a Business Day
                  but is a day of the month after which no further Business Day
                  occurs in such month, such Interest Period shall expire on the
                  next preceding Business Day;

                                    (iii) any Interest Period that begins on a
                  day for which there is no numerically corresponding day in the
                  calendar month at the end of such Interest Period shall expire
                  on the last Business Day of such calendar month;

                                    (iv) no Interest Period with respect to any
                  portion of principal of a Loan shall extend beyond a date on
                  which a Borrower is required to make a scheduled payment of
                  such portion of principal;

                                    (v) no Interest Period shall extend beyond
                  the last day of the Original Term; and

                                    (vi) there shall be no more than 5 Interest
                  Periods in effect at any one time.

                  2.1.4. Interest Rate Not Ascertainable. If Agent shall
                         -------------------------------   
determine (which determination shall, absent manifest error, be final,
conclusive and binding upon all parties) that on any date for determining the
Adjusted LIBOR Rate for any Interest Period, by reason of any changes arising
after the date of this Agreement affecting the London interbank market or any
Lender's or Bank's position in such market, adequate and fair means do not exist
for ascertaining the applicable interest rate on the basis provided for in the
definition of Adjusted LIBOR Rate, then, and in any such event, Agent shall
forthwith give notice (by telephone confirmed in writing) to GSS of such
determination. Until Agent notifies GSS that the circumstances giving rise to
the suspension described herein no longer exist, the obligation of Lenders to
make LIBOR Loans shall be suspended, and such affected Loans then outstanding
shall, at the end of the then applicable Interest Period or at such earlier time
as may be required by Applicable Law, bear the same interest as Base Rate Loans.

                  2.1.5. Default Rate of Interest. Interest shall accrue at the
                         ------------------------
Default Rate (i) with respect to the principal amount of any portion of the
Obligations (and, to the extent permitted by Applicable Law, all past due
interest) that is not paid on the due date thereof (whether due at stated
maturity, on demand, upon acceleration or otherwise) until paid in full, and
(ii) with respect to the principal amount of all of the Obligations (and, to the
extent permitted by Applicable Law, all past due interest) upon the earliest to
occur of (x) a Borrower's receipt of notice from Agent of Required Lenders'
election to charge the Default Rate based upon the existence of any Event of
Default (which notice Agent shall send only with the consent or at the direction
of the Required Lenders) or (y) the commencement by or against any Borrower of
an Insolvency Proceeding, whether or not under the circumstances described in
either clause (i) or (ii) hereof Agent or Lenders elect to accelerate the
maturity or demand payment of any of the Obligations. To the fullest extent
permitted by Applicable Law, the Default Rate shall apply and accrue on any
judgment entered with respect to any of the Obligations and to the unpaid
principal amount of the Obligations during any Insolvency Proceeding of a


                                     -10-
<PAGE>
 
Borrower. Each Borrower acknowledges that the cost and expense to Agent and each
Lender attendant upon the occurrence of an Event of Default are difficult to
ascertain or estimate and that the Default Rate is a fair and reasonable
estimate to compensate Agent and Lender for such added cost and expense.

         2.2.     Fees.
                  ----
                  2.2.1. Closing Fee. Borrowers shall be jointly and severally
                         -----------
obligated to pay to Agent a closing fee of $350,000, which shall be fully earned
and, except to the extent otherwise required by Applicable Law, non-refundable
on the Closing Date and shall be paid concurrently with the funding of the
initial Loans hereunder. Agent shall distribute $87,500 of the closing fee to
Congress and $262,500 of the closing fee to Fleet.

                  2.2.2. Unused Line Fee. Borrowers shall be jointly and
                         ---------------
severally obligated to pay to Agent, for the Pro Rata benefit of Lenders, a fee
equal to .375% per annum of the amount by which the Average Revolver Loan
Balance for any month (or portion thereof that the agreement is in effect) is
less than $70,000,000, such fee to be paid on the first day of the following
month; but if this Agreement is terminated on a day other than the first day of
a month, then any such fee payable for the month in which termination shall
occur shall be paid on the effective date of such termination.

                  2.2.3. Audit and Appraisal Fees. Borrowers shall be jointly
                         ------------------------
and severally obligated to reimburse Lenders (other than Fleet unless a Default
or Event of Default exists) for all reasonable costs and expenses incurred by
any Lender in connection with all audits and appraisals of any Obligor's books
and records and such other matters pertaining to any Obligor or any Collateral
any such Lender shall deem appropriate; provided, that, unless a Default or
Event of Default exists, Borrowers shall not be obligated to reimburse Agent or
Lenders for more than an aggregate of 4 such audits or appraisals in any Fiscal
Year. On the Closing Date, Borrowers shall be jointly and severally obligated to
pay to Fleet all out-of-pocket expenses incurred by Fleet in connection with the
audit and appraisal of each Borrower's business and Properties prior to the
Closing Date. For purposes hereof, "reasonable costs and expenses" of Congress
shall mean $600 per day per person plus out-of-pocket costs.

                  2.2.4. Annual Agency Fee. In consideration of Fleet's
                         -----------------
syndication of the Commitments and service as Agent hereunder, Borrowers shall
be jointly and severally obligated to pay to Agent an annual agency fee of
$60,000 per year, which fee shall be payable monthly in advance in an amount
equal to 1/12th of such fee, commencing on the Closing Date and on the first day
of each month thereafter.

                  2.2.5. LC Facility Fees. Borrowers shall be jointly and
                         ----------------
severally obligated to pay all fees at any time payable to Bank for each Letter
of Credit. In no event shall Fleet be liable to Bank, any Borrower or any other
Person for any fees payable in respect of any Letter of Credit by reason of
Fleet's joining in any LC Application or otherwise. Borrowers shall also be
jointly and severally obligated to pay to Agent, for the Pro Rata benefit of
Lenders:

                   (i) for each LC Guaranty of each standby Letter of Credit, a
                  fee equal to 2% per annum of the aggregate face amount of such
                  Letter of Credit outstanding


                                     -11-
<PAGE>
 
               from time to time during the term of this Agreement which
               shall be due and payable on the first Business Day of each
               month ; and

               (ii) for each LC Guaranty of each documentary Letter of Credit, a
               fee equal to 2% per annum of the face amount of each such Letter
               of Credit, payable upon the issuance of such Letter of Credit.

                  2.2.6. General Provisions. All fees shall be fully earned by
                         ------------------
the identified recipient thereof pursuant to the foregoing provisions of this
Agreement on the due date thereof and, except as otherwise set forth herein or
required by Applicable Law, shall not be subject to rebate, refund or proration.
All fees provided for in Section 2.2 are and shall be deemed to be for
compensation for services and are not, and shall not be deemed to be, interest
or any other charge for the use, forbearance or detention of money.

         2.3. Computation of Interest and Fees. All interest, fees and other
              --------------------------------
charges provided for in this Agreement shall be calculated daily and shall be
computed on the actual number of days elapsed over a year of 360 days. For
purposes of computing interest hereunder, all Payment Items received by Agent
shall be deemed applied by Agent on account of the Obligations (subject to final
payment of such items) one Business Day after the Agent receives such items in
immediately available funds in the Payment Account, and Agent shall be deemed to
have received such Payment Item on the date specified in Section 4.7 hereof.

         2.4. Reimbursement of Expenses. If, at any time or times regardless of
              -------------------------
whether or not an Event of Default then exists, Agent, any Lender or any
Participant incurs legal or accounting expenses or any other out-of-pocket costs
or expenses in connection with (i) the negotiation and preparation of this
Agreement or any of the other Loan Documents, any amendment of or modification
of this Agreement or any of the other Loan Documents, or any sale or attempted
sale of any interest herein to a Participant; (ii) the administration of this
Agreement or any of the other Loan Documents and the transactions contemplated
hereby and thereby; (iii) any litigation, contest, dispute, suit, proceeding or
action (whether instituted by Agent, any Lender, an Obligor or any other Person)
in any way relating to the Collateral, this Agreement or any of the other Loan
Documents or any Borrower's affairs; (iv) any attempt to enforce any rights of
Agent, any Lender or any Participant against any or all Borrowers or any other
Person which may be obligated to Agent or a Lender by virtue of this Agreement
or any of the other Loan Documents, including the Account Debtors; or (v)
subject to Section 2.2.3 above, any attempt to inspect, verify, protect,
preserve, restore, collect, sell, liquidate or otherwise dispose of or realize
upon the Collateral; then all such legal and accounting expenses and other
out-of-pocket costs and expenses of Agent or any Lender shall be charged to
Borrowers. All amounts chargeable to Borrowers under this Section 2.4 shall be
Obligations secured by all of the Collateral, shall be payable on demand to
Agent, Lenders or to such Participant, as the case may be.

         2.5. Bank Charges. Borrowers shall pay to Agent, on demand, any and all
              ------------
fees, costs or expenses which Agent or any Lender pays to a bank or other
similar institution (including any fees paid by Agent or any Lender to any
Participant) arising out of or in connection with (i) the forwarding to a
Borrower or any other Person on behalf of Borrower by Agent or any Lender of
proceeds of Loans made by Lenders to a Borrower pursuant to this Agreement and
(ii) the depositing for collection by Agent or any Lender of any Payment Item


                                     -12-
<PAGE>
 
received or delivered to Agent or any Lender on account of the Obligations. Each
Borrower acknowledges and agrees that Agent may charge such costs, fees and
expenses to Borrowers based upon Agent's good faith estimate of such costs, fees
and expenses as they are incurred by Agent or any Lender.

         2.6. Illegality. Notwithstanding anything to the contrary contained
              ----------
elsewhere in this Agreement, if (i) any change in any law or regulation or in
the interpretation thereof by any governmental authority charged with the
administration thereof shall make it unlawful for a Lender to make or maintain a
LIBOR Loan or to give effect to its obligations as contemplated hereby with
respect to a LIBOR Loan or (ii) at any time such Lender determines that the
making or continuance of any LIBOR Loan has become impracticable as a result of
a contingency occurring after the date hereof which adversely affects the London
interbank market or the position of such Lender in such market, then such Lender
shall after such determination give Agent and any Borrower notice thereof and
may thereafter (1) declare that LIBOR Loans will not thereafter be made by such
Lender, whereupon any request by a Borrower for a LIBOR Loan shall be deemed a
request for a Base Rate Loan unless such Lender's declaration shall be
subsequently withdrawn (which declaration shall be withdrawn promptly after the
cessation of the circumstances described in clause (i) or (ii) above); and (2)
require that all outstanding LIBOR Loans made by such Lender be converted to
Base Rate Loans, under the circumstances of clause (i) or (ii) of this Section
2.6 insofar as such Lender determines the continuance of LIBOR Advances to be
impracticable, in which event all such LIBOR Loans shall be converted
automatically to Base Rate Loans as of the date of any Borrower's receipt of the
aforesaid notice from such Lender.

         2.7. Increased Costs. If, by reason of (a) the introduction of or any
              ---------------
change (including any change by way of imposition or increase of Statutory
Reserves or other reserve requirements) in or in the interpretation of any law
or regulation, or (b) the compliance with any guideline or request from any
central bank or other governmental authority or quasi-governmental authority
exercising control over banks or financial institutions generally (whether or
not having the force of law):

                         (i) any Lender shall be subject after the date hereof,
                    to any Tax, duty or other charge with respect to any LIBOR
                    Loan or its obligation to make LIBOR Loans, or a change
                    shall result in the basis of taxation of payment to any
                    Lender of the principal of or interest on its LIBOR Loans or
                    its obligation to make LIBOR Loans (except for changes in
                    the rate of Tax on the overall net income of such Lender
                    imposed by the jurisdiction in which such Lender's principal
                    executive office is located); or

                         (ii) any reserve (including any imposed by the Board of
                    Governors), special deposits or similar requirement against
                    assets of, deposits with or for the account of, or credit
                    extended by, any Lender shall be imposed or deemed
                    applicable or any other condition affecting its LIBOR Loans
                    or its obligation to make LIBOR Loans shall be imposed on
                    such Lender or the London interbank market;

and as a result thereof there shall be any increase in the cost to such Lender
of agreeing to make or making, funding or maintaining LIBOR Loans (except to the
extent already included 


                                     -13-
<PAGE>
 
in the determination of the applicable Adjusted LIBOR Rate for LIBOR Loans), or
there shall be a reduction in the amount received or receivable by such Lender,
then such Lender shall promptly after determining such increased costs give any
Borrower notice thereof and Borrowers shall from time to time, upon written
notice from and demand by such Lender (with a copy of such notice and demand to
Agent), pay to Agent for the account of such Lender, within 5 Business Days
after the date specified in such notice and demand, an additional amount
sufficient to indemnify such Lender against such increased cost. A certificate
as to the amount of such increased cost, submitted to Borrowers by such Lender,
shall be final, conclusive and binding for all purposes, absent manifest error.

         If any Lender shall advise Agent at any time that, because of the
circumstances described hereinabove in this Section 2.7 or any other
circumstances arising after the date of this Agreement affecting such Lender or
the London interbank market or such Lender's position in such market, the
Adjusted LIBOR Rate, as determined by Agent, will not adequately and fairly
reflect the cost to such Lender of funding LIBOR Loans, then, and in any such
event:

                         (i) Agent shall forthwith give notice (by telephone
                        confirmed in writing) to GSS and Lenders of such advice;

                        (ii) Borrowers' right to request and such Lender's
                        obligation to make LIBOR Loans shall be immediately
                        suspended and Borrowers' right to continue a LIBOR Loan
                        as such beyond the then applicable Interest Period shall
                        also be suspended, until each condition giving rise to
                        such suspension no longer exists; and

                        (iii) such Lender shall make a Base Rate Loan as part of
                        the requested Borrowing of LIBOR Loans, which Base Rate
                        Loan shall, for all purposes, be considered part of such
                        Borrowing.

         For purposes of this Section 2.7, all references to a Lender shall be
deemed to include any bank holding company or bank parent of such Lender.

         2.8. Capital Adequacy. If any Lender determines that after the date
              ----------------
hereof (a) the adoption of any Applicable Law regarding capital requirements for
banks or bank holding companies or the subsidiaries thereof, (b) any change in
the interpretation or administration of any such Applicable Law by any
governmental authority, central bank, or comparable agency charged with the
interpretation or administration thereof, or (c) compliance by such Lender or
its holding company with any request or directive of any such governmental
authority, central bank or comparable agency regarding capital adequacy (whether
or not having the force of law), has the effect of reducing the return on such
Lender's capital to a level below that which such Lender could have achieved
(taking into consideration such Lender's and its holding company's policies with
respect to capital adequacy immediately before such adoption, change or
compliance and assuming that such Lender's capital was fully utilized prior to
such adoption, change or compliance) but for such adoption, change or compliance
as a consequence of such Lender's commitment to make the Loans pursuant hereto
by any amount deemed by such Lender to be material:


                                     -14-
<PAGE>
 
                         (i) Agent shall promptly, after its receipt of a
                    certificate from such Lender setting forth such Lender's
                    determination of such occurrence, give notice thereof to GSS
                    and Lenders; and

                         (ii) Borrowers shall pay to Agent, for the account of
                    such Lender, as an additional fee from time to time,
                    on demand, such amount as such Lender certifies to be the 
                    amount reasonably calculated to compensate such Lender for
                    such reduction.

         A certificate of such Lender claiming entitlement to compensation as
set forth above will be conclusive in the absence of manifest error. Such
certificate will set forth the nature of the occurrence giving rise to such
compensation, the additional amount or amounts to be paid to such Lender
(including the basis for such Lender's determination of such amount), and the
method by which such amounts were determined. In determining such amount, such
Lender may use any reasonable averaging and attribution method. For purposes of
this Section 2.8 all references to a Lender shall be deemed to include any bank
holding company or bank parent of such Lender.

         2.9. Funding Losses. Borrowers shall be jointly and severally obligated
              -------------- 
to compensate Lenders, upon Agent's written request (which request shall set
forth the basis for requesting such amounts and which request shall, absent
manifest error, be final, conclusive and binding upon all of the parties
hereto), for all losses, expenses and liabilities (including any interest paid
by a Lender to lenders of funds borrowed by such Lender to make or carry its
LIBOR Loans to the extent not recovered by such Lender in connection with the
re-employment of such funds), which any Lender may sustain: (i) if for any
reason (other than a default by such Lender) a Borrowing of, or conversion to or
continuation of, LIBOR Loans does not occur on the date specified therefor in a
Notice of Borrowing or Notice of Conversion/ Continuation (whether or not
withdrawn), (ii) if any repayment (including any conversions pursuant to Section
2.1.2 hereof) of any its LIBOR Loans occurs on a date that is not the last day
of an Interest Period applicable thereto, or (iii) if, for any reason, Borrowers
default in their obligation to repay LIBOR Loans when required by the terms of
this Agreement. For purposes of this Section 2.9, all references to a Lender
shall be deemed to include any bank holding company or bank parent of such
Lender. The calculations of all amounts payable to a Lender under this Section
2.9 shall be made as though such Lender had actually funded or committed to fund
its LIBOR Loan through the purchase for an underlying deposit in an amount equal
to the amount of such LIBOR Loan and having a maturity comparable to the
relevant Interest Period for such LIBOR Loan; provided, however, any Lender may
                                              --------  -------
fund its LIBOR Loans in any manner it deems fit and the foregoing assumption
shall be utilized only for the calculation of amounts payable under this Section
2.9.

         2.10. Maximum Interest. Regardless of any provision contained in this
               ----------------
Agreement or any of the other Loan Documents, in no contingency or event
whatsoever shall the aggregate of all amounts that are contracted for, charged
or received by Agent and Lenders pursuant to the terms of this Agreement or any
of the other Loan Documents and that are deemed interest under Applicable Law
exceed the highest rate permissible under any Applicable Law. No agreements,
conditions, provisions or stipulations contained in this Agreement or any of the
other Loan Documents or the exercise by Agent of the right to accelerate the
payment or the maturity of all or any portion of the Obligations, or the
exercise


                                     -15-
<PAGE>
 
of any option whatsoever contained in any of the Loan Documents, or the
prepayment by any or all Borrowers of any of the Obligations, or the occurrence
of any contingency whatsoever, shall entitle Agent or any Lender to charge or
receive in any event, interest or any charges, amounts, premiums or fees deemed
interest by Applicable Law (such interest, charges, amounts, premiums and fees
referred to herein collectively as "Interest") in excess of the Maximum Rate and
in no event shall Borrowers be obligated to pay Interest exceeding such Maximum
Rate, and all agreements, conditions or stipulations, if any, which may in any
event or contingency whatsoever operate to bind, obligate or compel Borrowers to
pay Interest exceeding the Maximum Rate shall be without binding force or
effect, at law or in equity, to the extent only of the excess of Interest over
such Maximum Rate. If any Interest is charged or received in excess of the
Maximum Rate ("Excess"), each Borrower acknowledges and stipulates that any such
charge or receipt shall be the result of an accident and bona fide error, and
such Excess, to the extent received, shall be applied first to reduce the
principal Obligations and the balance, if any, returned to Borrowers, it being
the intent of the parties hereto not to enter into a usurious or otherwise
illegal relationship. The right to accelerate the maturity of any of the
Obligations does not include the right to accelerate any interest that has not
otherwise accrued on the date of such acceleration, and Agent and Lenders do not
intend to collect any unearned interest in the event of any such acceleration.
Each Borrower recognizes that, with fluctuations in the rates of interest set
forth in Section 2.1.1 of this Agreement, and the Maximum Rate, such an
unintentional result could inadvertently occur. All monies paid to Agent or any
Lender hereunder or under any of the other Loan Documents, whether at maturity
or by prepayment, shall be subject to any rebate of unearned interest as and to
the extent required by Applicable Law. By the execution of this Agreement, each
Borrower covenants that (i) the credit or return of any Excess shall constitute
the acceptance by such Borrower of such Excess, and (ii) no Borrower shall seek
or pursue any other remedy, legal or equitable, against Agent or any Lender,
based in whole or in part upon contracting for, charging or receiving any
Interest in excess of the Maximum Rate. For the purpose of determining whether
or not any Excess has been contracted for, charged or received by Agent or any
Lender, all interest at any time contracted for, charged or received from any or
all Borrowers in connection with any of the Loan Documents shall, to the extent
permitted by Applicable Law, be amortized, prorated, allocated and spread in
equal parts throughout the full term of the Obligations. Borrowers, Agent and
Lenders shall, to the maximum extent permitted under Applicable Law, (i)
characterize any non-principal payment as an expense, fee or premium rather than
as Interest and (ii) exclude voluntary prepayments and the effects thereof. The
provisions of this Section 2.10 shall be deemed to be incorporated into every
Loan Document (whether or not any provision of this Section is referred to
therein). All such Loan Documents and communications relating to any Interest
owed by any or all Borrowers and all figures set forth therein shall, for the
sole purpose of computing the extent of Obligations, be automatically recomputed
by Borrowers, and by any court considering the same, to give effect to the
adjustments or credits required by this Section 2.10.


SECTION 3.        LOAN ADMINISTRATION

     3.1. Manner of Borrowing and Funding Loans. Borrowings under the
          -------------------------------------
Commitments established pursuant to Section 1 hereof shall be made and funded as
follows:

                  3.1.1.   Notice of Borrowing.
                           -------------------


                                     -16-
<PAGE>
 
                                    (i) Whenever any Borrower desires to make a
                  Borrowing under this Agreement (other than a Borrowing
                  resulting from a conversion or continuation pursuant to
                  Section 2.1.2), such Borrower shall give Agent prior written
                  notice (or telephonic notice promptly confirmed in writing) of
                  such Borrowing request (a "Notice of Borrowing"), which shall
                  be in the form of Exhibit C annexed hereto and signed by an
                                    ---------
                  authorized officer of such Borrower. Such Notice of Borrowing
                  shall be given by such Borrower no later than 2:00 p.m. at the
                  office of Agent designated by Agent from time to time (a) on
                  the Business Day of the requested funding date of such
                  Borrowing, in the case of Base Rate Loans, and (b) at least 2
                  Business Days prior to the requested funding date of such
                  Borrowing, in the case of LIBOR Loans. Notices received after
                  2:00 p.m. shall be deemed received on the next Business Day.
                  The Loans made by each Lender on the Closing Date shall be in
                  excess of $250,000 and shall be made as Base Rate Loans and
                  thereafter may be made or continued as or converted into Base
                  Rate Loans or LIBOR Loans. Each Notice of Borrowing (or
                  telephonic notice thereof) shall be irrevocable and shall
                  specify (a) the principal amount of the Borrowing, (b) the
                  date of Borrowing (which shall be a Business Day), (c) whether
                  the Borrowing is to consist of Base Rate Loans or LIBOR Loans,
                  (d) in the case of LIBOR Loans, the duration of the Interest
                  Period to be applicable thereto, and (e) the account of
                  Borrowers to which the proceeds of such Borrowing are to be
                  disbursed. Borrowers may not request any LIBOR Loans if a
                  Default or Event of Default exists.

                                    (ii) Unless payment is otherwise timely made
                  by Borrowers, the becoming due of any amount required to be
                  paid under this Agreement or any of the other Loan Documents
                  as principal, accrued interest, fees or other charges
                  (including the repayment of any LC Obligations) shall be
                  deemed irrevocably to be a request for Revolver Loans on the
                  due date of, and in an aggregate amount required to pay, such
                  principal, accrued interest, fees or other charges, and the
                  proceeds of such Revolver Loans may be disbursed by way of
                  direct payment of the relevant Obligation and shall bear
                  interest as Base Rate Loans. Neither Agent nor any Lender
                  shall have any obligation to Borrowers to honor any deemed
                  request for a Revolver Loan when an Out-of-Formula Condition
                  exists or would result therefrom, but may do so in their
                  discretion and without regard to the existence of, and without
                  being deemed to have waived, any Default or Event of Default.

                                    (iii) As an accommodation to Borrowers,
                  Agent and Lenders may permit telephonic requests for
                  Borrowings and electronic transmittal of instructions,
                  authorizations, agreements or reports to Agent by Borrowers;
                  provided, however, that Borrowers shall confirm each such
                  -----------------
                  telephonic request for a Borrowing of LIBOR Loans by delivery
                  of the required Notice of Borrowing to Agent by facsimile
                  transmission promptly, but in no event later than 5:00 p.m. on
                  the same day. Unless Borrowers specifically direct Agent and
                  Lenders in writing not to accept or act upon telephonic or
                  electronic communications from Borrowers, neither Agent nor
                  any Lender shall have any liability to Borrowers for any loss
                  or damage suffered by such Borrowers as a


                                     -17-
<PAGE>
 
                  result of Agent's or any Lender's honoring of any requests,
                  execution of any instructions, authorizations or agreements or
                  reliance on any reports communicated to it telephonically or
                  electronically and purporting to have been sent to Agent or
                  Lenders by a Borrower and neither Agent nor any Lender shall
                  have any duty to verify the origin of any such communication
                  or the identity or authority of the Person sending it.

                  3.1.2. Fundings by Lenders. Subject to its receipt of notice
                         -------------------
from Agent of a Notice of Borrowing as provided in Section 3.1.1 (except in the
case of a deemed request by a Borrower for a Revolver Loan as provided in
Sections 3.1.1(ii) or 3.1.3(ii) hereof, in which event no Notice of Borrowing
need be submitted), each Lender shall timely honor its Commitment by funding its
Pro Rata share of each Borrowing of Loans that is properly requested by a
Borrower and that such Borrower is entitled to receive under the Loan Agreement.
Agent shall notify Lenders of each Notice of Borrowing by 11:00 a.m. on the
proposed funding date (in the case of Base Rate Loans) or by 3:00 p.m. at least
2 Business Days before the proposed funding date (in the case of LIBOR Loans).
Each Lender shall deposit with Agent an amount equal to its Pro Rata share of
the Borrowing requested by such Borrower at Agent's designated bank in
immediately available funds not later than 4:00 p.m. on the date of funding of
such Borrowing, unless Agent's notice to Lenders is received after 3:00 p.m. on
the proposed funding date of a Base Rate Loan, in which event Lenders shall
deposit with Agent their respective Pro Rata shares of the requested Borrowing
on or before 4:00 p.m. of the next Business Day. Subject to its receipt of such
amounts from Lenders, Agent shall, provided it has not received notice from a
Lender that one or more of the applicable conditions set forth in Section 10 is
not satisfied, make the proceeds of the Loans received by it available to such
Borrower by disbursing such proceeds as provided in Section 3.1.4 hereof. Unless
Agent shall have been notified in writing by a Lender prior to the proposed time
of funding that such Lender does not intend to deposit with Agent an amount
equal such Lender's Pro Rata share of the requested Borrowing, Agent may assume
that such Lender has deposited or promptly will deposit its share with Agent and
Agent may in its discretion disburse a corresponding amount to such Borrower on
the applicable funding date. If a Lender's Pro Rata share of such Borrowing is
not in fact deposited with Agent, then, if Agent has disbursed to such Borrower
an amount corresponding to such share, then such Lender agrees to pay, and in
addition Borrowers jointly and severally agree to repay, to Agent forthwith on
demand such corresponding amount, together with interest thereon, for each day
from the date such amount is disbursed by Agent to or for the benefit of such
Borrower until the date such amount is paid or repaid to Agent, (a) in the case
of Borrowers, at the interest rate applicable to such Borrowing and (b) in the
case of such Lender, at the Federal Funds Rate. If such Lender repays to Agent
such corresponding amount, such amount so repaid shall constitute a Revolver
Loan, and if both such Lender and Borrowers shall have repaid such corresponding
amount, Agent shall promptly return to Borrowers such corresponding amount in
same day funds.

                  3.1.3.   Settlement and Settlement Loans.
                           -------------------------------
                                    (i) In order to facilitate the
                  administration of the Revolver Loans under this Agreement,
                  Lenders agree (which agreement shall not be for the benefit of
                  or enforceable by any Borrower) that settlement among them
                  with respect to the Revolver Loans may take place on a
                  periodic basis on dates 


                                     -18-
<PAGE>
 
                  determined from time to time by Agent (each a "Settlement
                  Date"), which may occur before or after the occurrence or
                  during the continuance of a Default or Event of Default and
                  whether or not all of the conditions set forth in Section 10
                  of this Agreement have been met. On each Settlement Date,
                  payment shall be made by or to each Lender in the manner
                  provided herein and in accordance with the Settlement Report
                  delivered by Agent to Lenders with respect to such Settlement
                  Date so that, as of each Settlement Date and after giving
                  effect to the transaction to take place on such Settlement
                  Date, each Lender shall hold its Pro Rata share of all
                  Revolver Loans and participations in LC Obligations then
                  outstanding. Agent shall request settlement with the Lenders
                  on a basis not less frequently than once every 5 Business
                  Days.

                                    (ii) Between Settlement Dates, Agent may
                  request Fleet to advance, and Fleet may, but shall in no event
                  be obligated to, advance to Borrowers out of Fleet's own funds
                  the entire principal amount of any Borrowing of Revolver Loans
                  that are Base Rate Loans requested or deemed requested
                  pursuant to this Agreement (any such Revolver Loan funded
                  exclusively by Fleet being referred to as a "Settlement
                  Loan"). Each Settlement Loan shall constitute a Revolver Loan
                  hereunder and shall be subject to all of the terms, conditions
                  and security applicable to other Revolver Loans, except that
                  all payments thereon shall be payable to Fleet solely for its
                  own account. The obligation of Borrowers to repay such
                  Settlement Loans to Fleet shall be evidenced by the records of
                  Fleet and need not be evidenced by any promissory note. Agent
                  shall not request Fleet to make any Settlement Loan if (A)
                  Agent shall have received written notice from any Lender that
                  one or more of the applicable conditions precedent set forth
                  in Section 10 hereof will not be satisfied on the requested
                  funding date for the applicable Borrowing or (B) Agent has
                  knowledge that the requested Borrowing would exceed the amount
                  of Availability on the funding date. Fleet shall not otherwise
                  be required to determine whether the applicable conditions
                  precedent set forth in Section 10 hereof have been satisfied
                  or the requested Borrowing would exceed the amount of
                  Availability on the funding date applicable thereto prior to
                  making, in its sole discretion, any Settlement Loan. On each
                  Settlement Date, or, if earlier, upon demand by Agent for
                  payment thereof, the then outstanding Settlement Loans shall
                  be immediately due and payable. Borrowers shall be deemed to
                  have requested Revolver Loans to be made on each Settlement
                  Date in the amount of all outstanding Settlement Loans and the
                  proceeds of such Revolver Loans shall be applied to the
                  repayment of such Settlement Loans. Agent shall notify the
                  Lenders of the outstanding balance of Revolver Loans prior to
                  1:00 p.m. on each Settlement Date and each Lender shall
                  deposit with Agent an amount equal to its Pro Rata share of
                  the amount of Revolver Loans deemed requested in immediately
                  available funds not later than 4:00 p.m. on such Settlement
                  Date, and without regard to whether any Default or Event of
                  Default exists or any of the conditions in Section 10 are not
                  satisfied. If any Settlement Loan is not repaid on the due
                  date thereof, then on the second Business Day after Fleet's
                  request each Lender (other than Fleet) shall purchase a
                  participating interest in such Settlement Loan in an amount
                  equal to its Pro Rata share of such Settlement Loan by
                  transferring to Fleet, in immediately available funds, 


                                     -19-
<PAGE>
 
                  the amount of such participation. The proceeds of Settlement
                  Loans may be used solely for purposes for which Revolver Loans
                  generally may be used in accordance with Section 1.1.3 hereof.
                  If any amounts received by Fleet in respect of any Settlement
                  Loans are later required to be returned or repaid by Fleet to
                  any or all Borrowers or any other Obligor or their respective
                  representatives or successors-in-interest, whether by court
                  order, settlement or otherwise, the other Lenders shall, upon
                  demand by Fleet with notice to Agent, pay to Agent for the
                  account of Fleet, an amount equal to each other Lender's Pro
                  Rata share of all such amounts required to be returned by
                  Fleet.

                  3.1.4. Disbursement Authorization. Each Borrower hereby
                         -------------------------- 
irrevocably authorizes Agent to disburse the proceeds of each Loan requested by
either Borrower, or deemed to be requested pursuant to Section 3.1.1 or Section
3.1.3(ii), as follows: (i) the proceeds of each Loan requested under Section
3.1.1(i) shall be disbursed by Agent in accordance with the terms of the written
disbursement letter from Borrowers in the case of the initial Borrowing, and, in
the case of each subsequent Borrowing, by wire transfer to the Funding Account
or such bank account as may be agreed upon by Borrowers and Agent from time to
time in writing; and (ii) the proceeds of each Revolver Loan requested under
Section 3.1.1(ii) or Section 3.1.3(ii) shall be disbursed by Agent by way of
direct payment of the relevant interest or other Obligation. Any proceeds
received by either of Borrowers or in payment of any of the Obligations shall be
deemed to have been received by both Borrowers.

         3.2. Defaulting Lender. If any Lender shall, at any time, fail to make
              -----------------
any payment to Agent or Fleet that is required hereunder, Agent may, but shall
not be required to, retain payments that would otherwise be made to such
defaulting Lender hereunder and apply such payments to such defaulting Lender's
defaulted obligations hereunder, at such time, and in such order, as Agent may
elect in its sole discretion. With respect to the payment of any funds from
Agent to a Lender or from a Lender to Agent, the party failing to make the full
payment when due pursuant to the terms hereof shall, upon demand by the other
party, pay such amount together with interest on such amount at the Federal
Funds Rate. The failure of any Lender to fund its portion of any Loan shall not
relieve any other Lender of its obligation, if any, to fund its portion of the
Loan on the date of Borrowing, but no Lender shall be responsible for the
failure of any other Lender to make any Loan to be made by such Lender on the
date of any Borrowing. Solely for purposes of voting or consenting to matters
with respect to any of the Loan Documents, Collateral or any Obligations and
determining a defaulting Lender's Pro Rata share of payments and proceeds of
Collateral, a defaulting Lender shall not be deemed to be a "Lender" and such
Lender's Commitment shall be deemed to be zero (0).

         3.3. Special Provisions Governing LIBOR Loans.
              ---------------------------------------- 
              3.3.1. Number of LIBOR Loans. In no event may the number of LIBOR
                     ---------------------
Loans outstanding at any time to any Lender exceed 5.

              3.3.2 Minimum Amounts. Each election of LIBOR Loans pursuant to
                    ---------------
Section 3.1.1(i), and each continuation of or conversion to LIBOR Loans pursuant
to Section 2.1.2 hereof, shall be in a minimum amount of $1,000,000 and integral
multiples of $250,000 in excess of that amount.


                                     -20-
<PAGE>
 
                  3.3.3 LIBOR Lending Office. Each Lender's initial LIBOR
                        --------------------
Lending Office is set forth opposite its name on the signature pages hereof.
Each Lender shall have the right at any time and from time to time to designate
a different office of itself or of any Affiliate as such Lender's LIBOR Lending
Office, and to transfer any outstanding LIBOR Loans to such LIBOR Lending
Office. No such designation or transfer shall result in any liability on the
part of Borrowers for increased costs or expenses resulting solely from such
designation or transfer. Increased costs or expenses resulting from a change in
Applicable Law occurring subsequent to any such designation or transfer shall be
deemed not to result solely from such designation or transfer.

         3.4. Borrowers' Representative. ASB hereby irrevocably appoints GSS,
              -------------------------
and GSS agrees to act under this Agreement, as the agent and representative of
itself and ASB for all purposes under this Agreement, including requesting
Borrowings, selecting whether any Loan or portion thereof is to bear interest as
a Base Rate Loan or a LIBOR Loan, and receiving account statements and other
notices and communications to Borrowers (or either of them) from Agent or
Lenders. Agent and Lenders may rely, and shall be fully protected in relying, on
any Notice of Borrowing, Notice of Conversion/Continuation, disbursement
instructions, reports, information or any other notice or communication made or
given by GSS, whether in its own name, on behalf of ASB or on behalf of "the
Borrowers," and neither Agent nor any Lender shall have any obligation to make
any inquiry or request any confirmation from or on behalf of ASB as to the
binding effect on ASB of any such request, instruction, report, information,
notice or communication, nor shall the joint and several character of Borrowers'
liability for the Loans be affected, provided that the provisions of this
Section 3.4 shall not be construed so as to preclude any Borrower from directly
requesting Borrowings or taking other actions permitted to be taken by "a
Borrower" hereunder. Agent and Lenders intend to maintain a single Loan Account
in the name of "Gulf States Steel, Inc. of Alabama" hereunder, and each Borrower
expressly agrees to such arrangement and confirms that such arrangement shall
have no effect on the joint and several character of such Borrower's liability
for the Loans.

         3.5. All Loans to Constitute One Obligation. The Loans shall constitute
              --------------------------------------
one general Obligation of Borrowers and shall be secured by Agent's Lien upon
all of the Collateral; provided, however, that Agent and each Lender shall be
                       -----------------
deemed to be a creditor of each Borrower and the holder of a separate claim
against each Borrower to the extent of any Obligations jointly and severally
owed by Borrowers to Agent or such Lender.


SECTION 4.        PAYMENTS

         4.1. General Payment Provisions. All payments (including all
              -------------------------- 
prepayments) of principal of and interest on the Loans, LC Obligations and other
Obligations that are payable to Agent or any Lender shall be made to Agent in
Dollars without any offset or counterclaim and free and clear of (and without
deduction for) any present or future Taxes, and, with respect to payments made
other than by application of balances in the Payment Account, in immediately
available funds not later than 12:00 noon on the due date (and payment made
after such time on the due date to be deemed to have been made on the next
succeeding Business Day). All payments received by Agent shall be distributed by
Agent to Lenders on 


                                     -21-
<PAGE>
 
a Pro Rata basis, subject to the right of offset that Agent may have as to
amounts otherwise to be remitted to a particular Lender by reason of amounts due
Agent from such Lender under any of the Loan Documents and Agent shall give such
Lender concurrent notice therewith.

         4.2.     Repayment of Revolver Loans.
                  ---------------------------
                  4.2.1. Payment of Principal. The outstanding principal amounts
                         --------------------
with respect to the Revolver Loans shall be due and payable as follows:

                                    (i) Any portion of the Revolver Loans
                  consisting of the principal amount of Base Rate Loans shall be
                  paid by Borrowers to Agent, for the Pro Rata benefit of
                  Lenders (or, in the case of Settlement Loans, for the sole
                  benefit of Fleet) unless timely converted to a LIBOR Loan in
                  accordance with this Agreement, immediately upon (a) each
                  receipt by Agent, any Lender or any Borrower of any proceeds
                  of any of the Accounts or Inventory, to the extent of such
                  proceeds, (b) the Commitment Termination Date, and (c) in the
                  case of Settlement Loans, the earlier of Fleet's demand for
                  payment or on each Settlement Date with respect to all
                  Settlement Loans outstanding on such date.

                                    (ii) Any portion of the Revolver Loans
                  consisting of the principal amount of LIBOR Loans shall be
                  paid by Borrowers to Agent, for the Pro Rata benefit of
                  Lenders, unless converted to a Base Rate Loan or continued as
                  a LIBOR Loan in accordance with the terms of this Agreement,
                  upon (a) the last day of the Interest Period applicable
                  thereto and (b) the Commitment Termination Date. In no event
                  shall Borrowers be authorized to pay any LIBOR Loan prior to
                  the last day of the Interest Period applicable thereto unless
                  (x) otherwise agreed in writing by Agent or Borrowers are
                  otherwise expressly authorized or required by any other
                  provision of this Agreement to pay any LIBOR Loan outstanding
                  on a date other than the last day of the Interest Period
                  applicable thereto, and (y) Borrowers pay to Agent, for the
                  Pro Rata benefit of Lenders and concurrently with any
                  prepayment of a LIBOR Loan, the amount due Agent and Lenders
                  under Section 2.9 hereof as a consequence of such prepayment.

                                    (iii) Notwithstanding anything to the
                  contrary contained elsewhere in this Agreement, if an
                  Out-of-Formula Condition shall exist, Borrowers shall, on the
                  sooner to occur of Agent's demand or the first Business Day
                  after Borrowers have obtained knowledge of such Out-of-Formula
                  Condition, repay the outstanding Revolver Loans that are Base
                  Rate Loans in an amount sufficient to reduce the aggregate
                  unpaid principal amount of all Revolver Loans by an amount
                  equal to such excess; and, if such payment of Base Rate Loans
                  is not sufficient to eliminate the Out-of-Formula Condition,
                  then Borrowers shall immediately either (a) deposit with
                  Agent, for the Pro Rata benefit of Lenders, for application to
                  any outstanding Revolver Loans bearing interest as LIBOR Loans
                  as the same become due and payable at the end of the
                  applicable Interest Periods, cash in an amount sufficient to
                  eliminate such Out-of-Formula Condition, to be held by Agent
                  pending disbursement of same to Lenders, but subject to
                  Agent's Lien thereon and rights of offset with respect



                                     -22-
<PAGE>
 
                  thereto, or (b) pay the Revolver Loans outstanding as LIBOR
                  Loans to the extent necessary to eliminate such Out-of-Formula
                  Condition and also pay to Agent for the Pro Rata benefit of
                  Lenders any and all amounts required by Section 2.9 hereof to
                  be paid by reason of the prepayment of a LIBOR Loan prior to
                  the last day of the Interest Period applicable thereto.

                  4.2.2. Payment of Interest. Interest accrued on the Revolver
                         -------------------
Loans shall be due and payable on (i) the first calendar day of each month (for
the immediately preceding month), computed through the last calendar day of the
preceding month, with respect to any Revolver Loan (whether a Base Rate Loan or
LIBOR Loan) and (ii) the last day of the applicable Interest Period in the case
of a LIBOR Loan. Accrued interest shall also be paid by Borrowers on the
Commitment Termination Date. With respect to any Base Rate Loan converted into a
LIBOR Loan pursuant to Section 2.1.2 on a day when interest would not otherwise
have been payable with respect to such Base Rate Loan, accrued interest to the
date of such conversion on the amount of such Base Rate Loan so converted shall
be paid on the conversion date.

         4.3. Reserved.
              --------

         4.4. Payment of Other Obligations. Borrowers shall pay all costs, fees
              ----------------------------
and charges pursuant to this Agreement as and when provided in Section 2.2
hereof, to Agent or to any other Person designated by Agent in writing. The
balance of the Obligations requiring the payment of money, including the LC
Obligations, shall be payable by Borrowers to Agent, for the Pro Rata benefit of
Lenders, as and when provided in the Loan Documents, or, if no date of payment
is otherwise specified in the Loan Documents, on demand.

         4.5. Marshaling; Payments Set Aside. Neither Agent nor any Lender shall
              ------------------------------
be under any obligation to marshall any assets in favor of any Borrower or any
other Obligor or against or in payment of any or all of the Obligations. To the
extent that Borrowers make a payment or payments to Agent or Lenders or any of
such Persons receives payment from the proceeds of any Collateral or exercises
its right of setoff, and such payment or payments or the proceeds of such
enforcement or setoff or any part thereof are subsequently invalidated, declared
to be fraudulent or preferential, set aside or required to be repaid to a
trustee, receiver or any other party, then to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied, and all Liens,
rights and remedies therefor, shall be revived and continued in full force and
effect as if such payment had not been made or such enforcement or setoff had
not occurred. The provisions of the immediately preceding sentence of this
Section 4.5 shall survive any termination of the Commitments and payment in full
of the Obligations.

         4.6. Allocation of Payments from Borrowers. All monies to be applied to
              -------------------------------------
the Obligations, whether such monies represent voluntary payments by any
Borrower or any Guarantor or are received pursuant to demand for payment or
realized from any disposition of Collateral, shall be allocated among Agent and
such of the Lenders as are entitled thereto (and, with respect to monies
allocated to Lenders, on a Pro Rata basis unless otherwise provided herein): (i)
first, to Agent to pay principal and accrued interest on any portion of the
Revolver Loans which Agent may have advanced on behalf of any Lender in
accordance with the terms of this Agreement and for which Agent has not been
reimbursed by such Lender or Borrowers; (ii) second, to Fleet to pay the
principal and accrued interest on any portion of the Settlement Loans
outstanding, to be shared with Lenders that have acquired a participating


                                     -23-
<PAGE>
 
interest in such Settlement Loans; (iii) third, to Fleet to pay the principal
amount of and any accrued interest on any payment made by Fleet under a LC
Guaranty to the extent that Fleet has not been reimbursed in full and has not
received from each Participating Lender a participation payment as required by
Section 1.2.2 hereof; (iv) fourth, to Agent and Fleet to pay the amount of
Extraordinary Expenses that have not been reimbursed to Agent or Fleet by
Borrowers or Lenders, together with interest accrued thereon at the rate
applicable to Revolver Loans that are Base Rate Loans; (v) fifth, to Agent to
pay any Indemnified Amount that has not been paid to Agent by Borrowers or
Lenders, together with interest accrued thereon at the rate applicable to
Revolver Loans that are Base Rate Loans; (vi) sixth, to Agent to pay any fees
due and payable to Agent, to the extent that Lenders have not been reimbursed by
Borrowers therefor; (vii) seventh, to Lenders for any Indemnified Amount that
they have paid to Agent and any Extraordinary Expenses that they have reimbursed
to Agent; (viii) eighth, to the Participating Lenders to pay principal and
interest on their participations in the LC Obligations outstanding (or, to the
extent any of the LC Obligations are contingent and an Event of Default then
exists, deposited in the Cash Collateral Account to provide security for the
payment of the LC Obligations); and (ix) ninth, to Lenders in payment of the
unpaid principal and accrued interest in respect of the Loans and any other
Obligations then outstanding to be shared among Lenders on a Pro Rata basis, or
on such other basis as may be agreed upon in writing by Lenders (which agreement
or agreements may be entered into without notice to or the consent or approval
of Borrowers). The allocations set forth in this Section 4.6 are solely to
determine the rights and priorities of Agent and Lenders as among themselves and
may be changed by Agent and Lenders without notice to or the consent or approval
of Borrowers or any other Person.

         4.7. Application of Payments and Collections. All Payment Items
              ---------------------------------------
received by Agent by 12:00 noon on any Business Day shall be deemed received on
that Business Day. All payments or other forms of payment received by Agent
after 12:00 noon on any Business Day shall be deemed received on the following
Business Day. Except to the extent that the manner of application to the
Obligations of payments or proceeds of Collateral is expressly governed by other
provisions of this Agreement, each Borrower irrevocably waives the right to
direct the application of any and all payments and collections at any time or
times hereafter received by Agent or any Lender from or on behalf of such
Borrower, and each Borrower does hereby irrevocably agree that Agent and Lenders
shall have the continuing exclusive right to apply and reapply any and all such
payments and collections received at any time or times hereafter by Agent,
Lenders or any of their agents against the Obligations, in such manner as Agent
and Lenders may deem advisable, notwithstanding any entry by Agent and Lenders
upon any of their books and records. If as the result of collections of Accounts
as authorized by Section 7.2.6 a credit balance exists, such credit balance
shall not accrue interest in favor of Borrowers, but shall be available to
Borrowers at any time or times for so long as no Default or Event of Default
exists.

         4.8. Loan Accounts; the Register; Account Stated.
              -------------------------------------------

              4.8.1. Loan Accounts. Each Lender shall maintain in accordance
                     -------------
with its usual and customary practices an account or accounts (a "Loan Account")
evidencing the Debt of Borrowers to such Lender resulting from each Loan owing
to such Lender from time to time, including the amount of principal and interest
payable to such Lender from time to time hereunder and under each Note payable
to such Lender.


                                     -24-
<PAGE>
 
              4.8.2.   The Register. Agent shall maintain a register (the
                       ------------
"Register") which shall include a master account and a subsidiary account for
each Lender and in which accounts (taken together) shall be recorded (i) the
date and amount of each Borrowing made hereunder, the Type of each Loan
comprising such Borrowing and any Interest Period applicable thereto, (ii) the
effective date and amount of each Assignment and Acceptance delivered to and
accepted by it and the parties thereto, (iii) the amount of any principal or
interest due and payable or to become due and payable from Borrowers to each
Lender hereunder or under the Notes, and (iv) the amount of any sum received by
Agent from Borrowers or any other Obligor and each Lender's share thereof. The
Register shall be available for inspection by Borrowers or any Lender at the
offices of Agent at any reasonable time and from time to time upon reasonable
prior notice.

              4.8.3.   Entries Binding. The entries made in the Register and
                       ---------------
each Loan Account shall constitute rebuttably presumptive evidence of the
information contained therein; provided, however, that if a copy of information
                               --------  -------
contained in the Register or any Loan Account is provided to any Person, or any
Person inspects the Register or any Loan Account, at any time or from time to
time, then the information contained in the Register or the Loan Account, as
applicable shall be conclusive and binding on such Person for all purposes
absent manifest error, unless such Person notifies Agent in writing within 30
days after such Person's receipt of such copy or such Person's inspection of the
Register or Loan Account of its intention to dispute the information contained
therein.

         4.9. Withholding Tax Exemption. At least 5 Business Days prior to the
              -------------------------
first date on which interest or fees are payable hereunder for the account of
any Lender, each Lender that is not incorporated under the laws of the United
States or any state thereof agrees that it will deliver to Borrowers and Agent 2
duly completed copies of United States Internal Revenue Service Form 1001 or
4224, certifying in either case that such Lender is entitled to receive payment
under this Agreement and its Notes without deduction or withholding of any
United States federal income taxes. Each Lender which so delivers a Form 1001 or
4224 further undertakes to deliver to Borrowers and Agent 2 additional copies of
such form (or a successor form) on or before the date that such form expires
(currently, 3 successive calendar years for Form 1001 and one calendar year for
Form 4224) or becomes obsolete or after the occurrence of any event requiring a
change in the form so delivered by it, and such amendments thereto or extensions
or renewals thereof as may be reasonably requested by Borrowers or Agent, in
each case, certifying that such Lender is entitled to receive payments under
this Agreement and its Notes without deduction or withholding of any United
States federal income taxes, unless an event (including any change in treaty,
law or regulation) has occurred prior to the date on which any such delivery
would otherwise be required that renders all such forms inapplicable or that
would prevent such Lender from duly completing and delivering any such form with
respect to it and such Lender advises Borrowers and Agent that it is not capable
or receiving payments without any deduction or withholding of United States
federal income taxes.

         4.10.  Nature and Extent of Each Borrower's Liability.
                ----------------------------------------------

                  (i) Joint and Several Liability. Each Borrower shall be 
                      ---------------------------
liable for, on a joint and several basis, and hereby guarantees the timely
payment by the Borrowers of, all 

                                      -25-
<PAGE>
 
of the Loans and other Obligations (except that ASB shall not be liable for any
Equipment Loans made by Lenders to GSS), regardless of which Borrower actually
may have received the proceeds of any Loans or other extensions of credit
hereunder or the amount of such Loans received or the manner in which Agent or
any Lender accounts for such Loans or other extensions of credit on its books
and records, it being acknowledged and agreed that Loans to either Borrower
inure to the mutual benefit of both Borrowers and that Agent and Lenders are
relying on the joint and several liability of Borrowers in extending the Loans
and other financial accommodations hereunder. Each Borrower hereby
unconditionally and irrevocably agrees that upon default in the payment when due
(whether at stated maturity, by acceleration or otherwise) of any principal of,
or interest owed on, any of the Loans or other Obligations, such Borrower shall
forthwith pay the same, without notice or demand. Notwithstanding anything
contained in this Section 4.10 to the contrary, ASB shall not be directly or
indirectly liable for any Equipment Loans made by Lenders to GSS.

                  (ii) Unconditional Nature of Liability. Each Borrower's joint
                       ---------------------------------
and several liability hereunder with respect to, and guaranty of, the Loans and
other Obligations shall, to the fullest extent permitted by Applicable Law, be
unconditional irrespective of (i) the validity, enforceability, avoidance or
subordination of any of the Obligations or of any promissory note or other
document evidencing all or any part of the Obligations, (ii) the absence of any
attempt to collect any of the Obligations from any other Obligor or any
Collateral or other security therefor, or the absence of any other action to
enforce the same, (iii) the waiver, consent, extension, forbearance or granting
of any indulgence by Agent or any Lender with respect to any provision of any
instrument evidencing or securing the payment of any of the Obligations, or any
other agreement now or hereafter executed by the other Borrower and delivered to
Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or
maintain the perfected status of its security interest in or Lien upon, or to
preserve its rights to, any of the Collateral or other security for the payment
or performance of any of the Obligations or Agent's release of any Collateral or
of its Liens upon any Collateral, (v) Agent's or any Lenders' election, in any
proceeding instituted under the Bankruptcy Code, for the application of Section
1111(b)(2) of the Bankruptcy Code, (vi) any Borrowing or grant of a security
interest by the other Borrower, as debtor-in-possession under Section 364 of the
Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the
liability of any other Obligor for the payment of any of the Obligations, (ix)
any amendment or modification of any of the Loan Documents or waiver of any
Default or Event of Default thereunder, (x) any increase in the amount of the
Obligations beyond any limits imposed herein or in the amount of any interest,
fees or other charges payable in connection therewith, or any decrease in the
same, (xi) the disallowance of all or any portion of Agent's or any Lender's
claims for the repayment of any of the Obligations under Section 502 of the
Bankruptcy Code, or (viii) any other circumstance that might constitute a legal
or equitable discharge or defense of any Borrower. After the occurrence and
during the continuance of any Event of Default, Agent may proceed directly and
at once, without notice to any Obligor, against any or all of Obligors to
collect and recover all or any part of the Obligations, without first proceeding
against any other Obligor or against any Collateral or other security for the
payment or performance of any of the Obligations, and Borrowers waive any
provision that might otherwise require Agent under Applicable Law to pursue or
exhaust its remedies against any Collateral or Obligor before pursuing another
Obligor. Each Borrower consents and agrees that Agent shall be under no
obligation to marshall any assets in favor of any Obligor or against or in
payment of any or all of the Obligations.

                                      -26-
<PAGE>
 
                  (iii) No Reduction in Liability for Obligations. No payment 
                        -----------------------------------------
or payments made by an Obligor or received or collected by Agent from a Borrower
or any other Person by virtue of any action or proceeding or any setoff or
appropriation or application at any time or from time to time in reduction of or
in payment of the Obligations shall be deemed to modify, reduce, release or
otherwise affect the liability of any Borrower under this Agreement, each of
whom shall remain jointly and severally liable for the payment and performance
of all Loans and other Obligations until the Obligations are paid in full and
this Agreement is terminated.

                  (iv) Contribution. Each Borrower is unconditionally obligated
                       ------------
to repay the Obligations (except that ASB shall not be liable either directly or
indirectly for the payment of any Equipment Loans) as a joint and several
obligor under this Agreement. If, as of any date, the aggregate amount of
payments made by a Borrower on account of the Obligations and proceeds of such
Borrower's Collateral that are applied to the Obligations exceeds the aggregate
amount of Loan proceeds actually used by such Borrower in its business (such
excess amount being referred to as an "Accommodation Payment"), then the other
Borrower (such Borrower being referred to as a "Contributing Borrower") shall be
obligated to make contribution to such Borrower (the "Paying Borrower") in an
amount equal to (A) the product derived by multiplying the sum of each
Accommodation Payment of each Borrower by the Allocable Percentage of the
Borrower from whom contribution is sought less (B) the amount, if any, of the
                                          ----
then outstanding Accommodation Payment of such Contributing Borrower (such last
mentioned amount which is to be subtracted from the aforesaid product to be
increased by any amounts theretofore paid by such Contributing Borrower by way
of contribution hereunder, and to be decreased by any amounts theretofore
received by such Contributing Borrower by way of contribution hereunder);
provided, however, that a Paying Borrower's recovery of contribution hereunder
--------  -------
from the other Borrower shall be limited to that amount paid by the Paying
Borrower in excess of its Allocable Percentage of all Accommodation Payments
then outstanding of all Borrowers. As used herein, the term "Allocable
Percentage" shall mean, on any date of determination thereof, a fraction the
denominator of which shall be equal to the number of Borrowers who are parties
to this Agreement on such date and the numerator of which shall be 1; provided,
                                                                      --------
however, that such percentages shall be modified in the event that contribution
-------
from a Borrower is not possible by reason of insolvency, bankruptcy or otherwise
by reducing such Borrower's Allocable Percentage equitably and by adjusting the
Allocable Percentage of the other Borrower proportionately so that the Allocable
Percentages of all Borrowers at all times equals 100%.

                  (v) Subordination. Each Borrower hereby subordinates any 
                      -------------
claims, including any right of payment, subrogation, contribution and indemnity,
that it may have from or against any other Obligor, and any successor or assign
of any other Obligor, including any trustee, receiver or debtor-in-possession,
howsoever arising, due or owing or whether heretofore, now or hereafter
existing, to the payment in full of all of the Obligations.

SECTION 5. ORIGINAL TERM AND TERMINATION OF COMMITMENTS
           
      5.1. Original Term of Commitments. Subject to each Lender's right to
           ----------------------------
cease making Loans to Borrowers when any Default exists or upon termination of
the Commitments as provided in Section 5.2 hereof, the Commitments shall be in
effect for a period of 3 years 

                                      -27-
<PAGE>
 
from the date hereof, through November 13, 2000 (the "Original Term") and this
Agreement shall automatically renew itself for 1 year periods thereafter (each a
"Renewal Term"), unless terminated as provided in Section 5.2 hereof.

         5.2.     Termination.
                  ----------- 

                  5.2.1. Termination by Agent. Agent may (and upon the direction
                         --------------------   
of the Required Lenders, shall) terminate the Commitments upon at least 90 days
prior written notice to any Borrower as of the last day of the Original Term or
any Renewal Term and without notice upon or after the occurrence of an Event of
Default. The Commitments shall automatically terminate as provided in Section
11.2 hereof.

                 5.2.2. Termination by Borrowers. Upon at least 30 days prior
                        ------------------------
written notice to Agent, any Borrower may, at its option, terminate the
Commitments; provided, however, no such termination by any Borrower shall be
             --------  -------
effective until Borrowers have satisfied all of the Obligations and executed in
favor of and delivered to Agent and each Lender a general release of all Claims
that Borrowers may have against Agent or any Lender. For purposes hereof, the
Obligations shall not be deemed to have been satisfied until all Obligations for
the payment of money have been paid to Agent in same day funds and all
Obligations that are at the time in question contingent (including all LC
Obligations that exist by virtue of an outstanding Letter of Credit) have been
fully cash collateralized in favor and to the satisfaction of Agent or Agent has
received as beneficiary a direct pay letter of credit in form and from an
issuing bank acceptable to Agent and providing for direct payment to Agent of
all such contingent Obligations at the time they become fixed (including
reimbursement of all sums paid by Agent under any LC Guaranty). Any notice of
termination given by Borrowers shall be irrevocable unless Agent otherwise
agrees in writing. Borrowers may elect to terminate the Commitments in their
entirety only. No section of this Agreement, Type of Loan available hereunder or
Commitment may be terminated by any Borrower singly.

                 5.2.3. Termination Charges. On the effective date of
                        -------------------
termination of the Commitments pursuant to Section 5.2.2, Borrowers shall be
jointly and severally obligated to pay to Agent, for the Pro Rata benefit of
Lenders (in addition to the then outstanding principal, accrued interest, fees
and other charges owing under the terms of this Agreement and any of the other
Loan Documents), as liquidated damages for the loss of the bargain and not as a
penalty, an amount equal to 3% of the Average Revolver Loan Balance from the
Closing Date to the effective date of termination if termination occurs during
the first Loan Year; 1% of the Average Revolver Loan Balance for the 12-month
period immediately preceding the effective date of termination if termination
occurs during the second Loan Year; and .5% of the Average Revolver Loan Balance
for the 12-month period immediately preceding the effective date of termination
if termination occurs during the third Loan Year. In no event shall any
termination charge be payable if the effective date of termination occurs on the
last day of the Original Term or in any Renewal Term.

                 5.2.4. Effect of Termination. On the effective date of
                        ---------------------     
termination by Agent or by Borrowers, all of the Obligations shall be
immediately due and payable and Lenders shall have no obligation to make any
Loans and Fleet shall have no obligation to join in execution of any LC
Application or issue any LC Guaranties to or for the direct or indirect benefit
of any or all Borrowers or any other Person. All undertakings, agreements,
covenants, warranties 

                                      -28-
<PAGE>
 
and representations of each Borrower contained in the Loan Documents shall
survive any such termination and Agent shall retain its Liens in the Collateral
and all of its rights and remedies under the Loan Documents notwithstanding such
termination until Borrowers have satisfied the Obligations to Agent and Lenders,
in full, in the manner set forth in Section 5.2.2. Notwithstanding the payment
in full of the Obligations, Agent shall not be required to terminate its
security interests in any of the Collateral unless, with respect to any loss or
damage Agent may incur as a result of the dishonor or return of any Payment
Items applied to the Obligations, Agent shall have received either (i) a written
agreement, executed by Borrowers and any Person whose loans or other advances to
Borrowers are used in whole or in part to satisfy the Obligations, indemnifying
Agent and Lenders from any such loss or damage; or (ii) such monetary reserves
and Liens on the Collateral for such period of time as Agent, in its reasonable
discretion, may deem necessary to protect Agent and Lenders from any such loss
or damage. The provisions of Section 4.5 hereof and all obligations of Borrowers
to indemnify Agent and each Lender pursuant to this Agreement shall in all
events survive any termination of the Commitments.

SECTION 6. COLLATERAL SECURITY

      6.1. Grant of Security Interest in Collateral. To secure the prompt
           ----------------------------------------
payment and performance of all of the Obligations (other than the Equipment
Loans), each Borrower hereby grants to Agent, for the benefit of itself as Agent
and for the Pro Rata benefit of Lenders, a continuing security interest in and
Lien upon all of the following Property and interests in Property of such
Borrower, whether now owned or existing or hereafter created, acquired or
arising and wheresoever located:

                        (i)         All Accounts;

                       (ii)         All Inventory;

                      (iii)         All Instruments;

                       (iv)         All Chattel Paper;

                        (v)         All Documents;

                       (vi)         All General Intangibles (other than 
                  Intellectual Property);

                      (vii)         All monies now or at any time or times 
                  hereafter in the possession or under the control of Lender or
                  a bailee or Affiliate of Lender, including any Cash Collateral
                  in the Cash Collateral Account;

                     (viii)        All accessions to, substitutions for and all
                  replacements, products and cash and non-cash proceeds of (i)
                  through (vii) above, including proceeds of and unearned
                  premiums with respect to insurance policies insuring any of
                  the Collateral; and

                                      -29-
<PAGE>
 
                       (ix)        All books and records (including customer 
                  lists, files, correspondence, tapes, computer programs, print-
                  outs, and other computer materials and records) of Borrowers
                  pertaining to any of (i) through (viii) above.

         6.2.     Other Collateral. In addition to the items of Property 
                  ----------------
referred to in Section 6.1 above, the Obligations shall also be secured by the
Cash Collateral to the extent provided herein and all of the other items of
Property from time to time described in any of the Security Documents as
security for any of the Obligations.

         6.3. Lien Perfection; Further Assurances. Promptly after Agent's
              -----------------------------------
request therefor, Borrowers shall execute and deliver to Agent such instruments,
assignments or documents as are necessary under the UCC or other Applicable Law
to perfect Agent's Lien in the Collateral, and shall take such other action as
may be requested by Agent to give effect to or carry out the intent and purposes
of this Agreement. Unless prohibited by Applicable Law, each Borrower hereby
authorizes Agent to execute and file any such financing statement on such
Borrower's behalf. The parties agree that a carbon, photographic or other
reproduction of this Agreement shall be sufficient as a financing statement and
may be filed in any appropriate office in lieu thereof.


         6.4. Lien on Deposit Accounts. As additional security for the payment
              ------------------------ 
and performance of the Obligations, each Borrower hereby grants to Agent, for
the benefit of itself as Agent and for the Pro Rata benefit of Lenders, a
continuing security interest in and lien upon, and hereby collaterally assigns
to Agent, all of such Borrower's right, title and interest in and to any
deposits or other sums at any time credited to each such Deposit Account,
including any sums in any blocked account or any special lockbox account and in
the accounts in which sums are deposited and such blocked accounts and special
lockbox accounts. In connection with the foregoing, each Borrower hereby
authorizes and directs each such bank or other depository to pay or deliver to
Agent upon its written demand therefor made at any time upon the occurrence and
during the continuation of an Event of Default and without further notice to
such Borrower (such notice being hereby expressly waived), all balances in each
Deposit Account maintained by such Borrower with such depository for application
to the Obligations then outstanding, and the rights given Agent in this Section
shall be cumulative with and in addition to Agent's other rights and remedies in
regard to the foregoing Property as proceeds of Collateral. Each Borrower hereby
irrevocably appoints Agent as such Borrower's attorney-in-fact to collect any
and all such balances to the extent any such payment is not made to Agent by
such bank or other depository after demand thereon is made by Agent pursuant
hereto.

SECTION 7.       COLLATERAL ADMINISTRATION

         7.1.    General Provisions.

                 7.1.1. Location of Collateral. All tangible items of
                        ----------------------
Collateral, other than Inventory in transit, shall at all times be kept by
Borrowers at one or more of the business locations of Borrowers set forth in
Schedule 7.1.1 hereto and shall not be moved therefrom, without the prior
--------------
written approval of Agent, except that prior to an Event of Default and
acceleration of the maturity of the Obligations in consequence thereof,
Borrowers may (i) make sales or other dispositions of any Collateral to the
extent authorized by Section 9.2.9 hereof, 

                                      -30-
<PAGE>
 
(ii) may move Inventory or any record relating to any Collateral to a location
in the United States other than those shown on Schedule 7.1.1 hereto so long as
Borrowers have given Agent at least 30 Business Days' prior written notice of
such new location and prior to moving any Inventory to such location Borrowers
have executed and delivered to Agent UCC-1 financing statements and any other
appropriate documentation to perfect or continue the perfection of Agent's Liens
with respect to such Inventory and all proceeds thereof, and (iii) remove
Equipment in connection with dispositions of Equipment that are authorized by
subsection 7.4.2 hereof.


                 7.1.2. Insurance of Collateral; Insurance and Condemnation
                        --------------------------------------------------- 
Proceeds. Each Borrower shall maintain and pay for insurance upon all
--------
Collateral, wherever located, covering casualty, hazard, public liability,
theft, malicious mischief, and such other risks in such amounts and with such
insurance companies as are reasonably satisfactory to Agent. All proceeds
payable under each such policy shall be payable to Agent for application to the
Obligations. Each Borrower shall deliver the originals or certified copies of
such policies to Agent with satisfactory lender's loss payable endorsements
reasonably satisfactory to Agent, naming Agent as sole loss payee, assignee or
additional insured, as appropriate. Each policy of insurance or endorsement
shall contain a clause requiring the insurer to give not less than 30 days prior
written notice to Agent in the event of cancellation of the policy for any
reason whatsoever and a clause specifying that the interest of Agent shall not
be impaired or invalidated by any act or neglect of any Borrower or the owner of
the Property or by the occupation of the premises for purposes more hazardous
than are permitted by said policy. If any Borrower fails to provide and pay for
such insurance, Agent may, at its option, but shall not be required to, procure
the same and charge each Borrower therefor. Each Borrower agrees to deliver to
Agent, promptly as rendered, true copies of all reports made in any reporting
forms to insurance companies. For so long as no Event of Default exists, each
Borrower shall have the right to settle, adjust and compromise any claim with
respect to any insurance maintained by each Borrower provided that all proceeds
thereof are applied in the manner specified in this Agreement, and Agent agrees
promptly to provide any necessary endorsement to any checks or drafts issued in
payment of any such claim. At any time that an Event of Default exists, only
Agent shall be authorized to settle, adjust and compromise such claims. Agent
shall have all rights and remedies with respect to such policies of insurance as
are provided for in this Agreement and the other Loan Documents.

                 7.1.3. Protection of Collateral. All expenses of protecting,
                        ------------------------
storing, warehousing, insuring, handling, maintaining and shipping any
Collateral, all Taxes imposed under any Applicable Law on any of the Collateral
or in respect of the sale thereof, and all other payments required to be made by
Agent to any Person to realize upon any Collateral shall be borne and paid by
Borrowers. If Borrowers fail to pay promptly any portion thereof when due, Agent
may, at its option, but shall not be required to, pay the same and charge
Borrowers therefor. Agent shall not be liable or responsible in any way for the
safekeeping of any of the Collateral or for any loss or damage thereto (except
for reasonable care in the custody thereof while any Collateral is in Agent's
actual possession) or for any diminution in the value thereof, or for any act or
default of any warehouseman, carrier, forwarding agency, or other Person
whomsoever, but the same shall be at Borrowers' sole risk.

                                      -31-
<PAGE>
 
                 7.1.4. Defense of Title to Collateral. Each Borrower shall at
                        ------------------------------
all times defend its title to the Collateral and Agent's Liens therein against
all Persons and all claims and demands whatsoever.

         7.2.    Administration of Accounts.
                 --------------------------
 
                 7.2.1. Records and Schedules of Accounts. Each Borrower shall
                        --------------------------------- 
keep accurate and complete records of its Accounts and all payments and
collections thereon and shall submit to Agent on such periodic basis as Agent
shall request a sales and collections report for the preceding period, in form
satisfactory to Agent. On or before the 20th day of each month from and after
the date hereof, each Borrower shall deliver to Agent, in form acceptable to
Agent, a detailed aged trial balance of all Accounts existing as of the last day
of the preceding month, specifying the names, addresses, face value, dates of
invoices and due dates for each Account Debtor obligated on an Account so listed
("Schedule of Accounts"), and, upon Agent's request therefor, copies of proof of
delivery and the original copy of all documents, including repayment histories
and present status reports relating to the Accounts so scheduled and such other
matters and information relating to the status of then existing Accounts as
Agent shall reasonably request. In addition, if Accounts in an aggregate face
amount in excess of $100,000 cease to be Eligible Accounts in whole or in part,
Borrowers shall notify Agent of such occurrence promptly (and in any event
within 2 Business Days) after any Borrower's having obtained knowledge of such
occurrence and the Borrowing Base shall thereupon be adjusted to reflect such
occurrence. At the request of Agent made at any time, each Borrower shall
deliver to Agent copies of invoices or invoice registers related to all of its
Accounts.

                 7.2.2. Discounts, Allowances, Disputes. If any Borrower grants
                        -------------------------------
any discounts, allowances or credits that are not shown on the face of the
invoice for the Account involved, Borrowers shall report such discounts,
allowances or credits, as the case may be to Agent as part of the next required
aged trial balance of all accounts (the "Schedule of Accounts"). If any amounts
due and owing in excess of $100,000 are in dispute between any Borrower and any
Account Debtor, Borrowers shall provide Agent with written notice thereof at the
time of submission of the next Schedule of Accounts, explaining in detail the
reason for the dispute, all claims related thereto and the amount in
controversy. Upon and after the occurrence of an Event of Default, Agent shall
have the right to settle or adjust all disputes and claims directly with the
Account Debtor and to compromise the amount or extend the time for payment of
any Accounts comprising a part of the Collateral upon such terms and conditions
as Agent may deem advisable, and to charge the deficiencies, costs and expenses
thereof, including attorney's fees, to Borrowers.


                 7.2.3. Taxes. If an Account of any Borrower includes a charge
                        -----
for any Tax payable to any governmental taxing authority, Agent is authorized,
in its sole discretion, to pay the amount thereof to the proper taxing authority
for the account of such Borrower and to charge Borrowers therefor; provided,
                                                                   --------
however, that neither Agent nor Lenders shall be liable for any Taxes that may
-------
be due by any or all Borrowers.

                 7.2.4. Account Verification. Whether or not a Default or an
                        --------------------
Event of Default exists, Agent shall have the right at any time, in the name of
Agent, any designee of Agent or any Borrower to verify the validity, amount or
any other matter relating to any Accounts of any 

                                      -32-
<PAGE>
 
Borrower by mail, telephone, telegraph or otherwise. Borrowers shall cooperate
fully with Agent in an effort to facilitate and promptly conclude any such
verification process.

                 7.2.5. Maintenance of Dominion Account; Collection of Accounts.
                        -------------------------------------------------------
Borrowers shall maintain a Dominion Account pursuant to a lockbox or other
arrangement acceptable to Agent and, in the case of such Dominion Account and
lockbox arrangement, with such bank as may be selected by Borrowers and be
acceptable to Agent. Borrowers shall issue to each such lockbox bank an
irrevocable letter of instruction directing such bank to deposit all payments or
other remittances received in the lockbox to the Dominion Account. Borrowers
shall enter into agreements, in form satisfactory to Agent, with each bank at
which a Dominion Account is maintained by which such bank shall immediately
transfer to the Payment Account all monies deposited to the Dominion Account.
All funds deposited in each Dominion Account shall be subject to Agent's Lien.
Borrowers shall obtain the agreement (in favor of and in form and content
satisfactory to Agent and Lenders) by each bank at which a Dominion Account is
maintained to waive any offset rights against the funds deposited into such
Dominion Account, except offset rights in respect of charges incurred in the
administration of such Dominion Account. Neither Agent nor Lenders assume any
responsibility to any or all Borrowers for such lockbox arrangement or Dominion
Account, including any claim of accord and satisfaction or release with respect
to deposits accepted by any bank thereunder.

                 7.2.6. Collection of Accounts and Proceeds of Collateral. To
                        -------------------------------------------------
expedite collection, Borrowers shall endeavor in the first instance to make
collection of their Accounts for Agent and Lenders. All Payment Items received
by any Borrower in respect of its Accounts, together with the proceeds of any
other Collateral, shall be held by such Borrower as trustee of an express trust
for Agent's benefit and shall immediately deposit same in kind the its Dominion
Account. Agent retains the right at all times after the occurrence of a Default
or an Event of Default to notify Account Debtors of each Borrower that Accounts
have been assigned to Agent and to collect Accounts directly in its own name and
to charge to Borrowers the collection costs and expenses, incurred by Agent or
Lenders, including reasonable attorneys' fees.

         7.3.    Administration of Inventory.
                 --------------------------- 

                 7.3.1. Records and Reports of Inventory. Each Borrower shall
                        --------------------------------
keep accurate and complete records of its Inventory and shall furnish Agent and
Lenders inventory reports respecting such Inventory in form and detail
satisfactory to Agent and Lenders at such times as Agent and Lenders may
request, but prior to the occurrence of a Default or Event of Default, no more
frequently than once each week. Borrowers shall conduct a physical inventory of
each Borrower's inventory no less frequently than annually and shall provide to
Agent and Lenders a report based on each such physical inventory promptly
thereafter, together with such supporting information as Agent shall request.


                 7.3.2. Returns of Inventory. No Borrower shall return any of
                        --------------------  
its Inventory to a supplier or vendor thereof, or any other Person, whether for
cash, credit against future purchases or then existing payables, or otherwise,
unless (i) such return is in the ordinary course of business of such Borrower
and such Person; (ii) no Default or Event of Default exists or would result
therefrom; (iii) the return of such Inventory will not result in an
Out-of-Formula Condition; (iv) Borrowers promptly notifies Agent thereof if the
aggregate Value of all 

                                      -33-
<PAGE>
 
Inventory returned in any month exceeds $250,000; and (v) any payments received
by any Borrower in connection with any such return as promptly turned over to
Agent for application to the Obligations.

     7.4. Reserved.
          --------
  
     7.5. Payment of Charges. All amounts chargeable to Borrowers under this
          ------------------
Section 7 hereof shall be Obligations secured by all of the Collateral, shall be
payable on demand.

SECTION 8.    REPRESENTATIONS AND WARRANTIES

         8.1. General Representations and Warranties. To induce Agent and
              --------------------------------------
Lenders to enter into this Agreement and to make available the Commitments, each
Borrower warrants and represents to Agent and Lenders that:

                 8.1.1. Organization and Qualification. Each Borrower and each
                        ------------------------------
of its Subsidiaries is a corporation duly incorporated, validly existing and in
good standing under the laws of the jurisdiction of its incorporation. Each
Borrower and each of its Subsidiaries is duly qualified and is authorized to do
business and is in good standing as a foreign corporation in each state or
jurisdiction listed on Schedule 8.1.1 hereto and in all other states and
                       --------------
jurisdictions in which the failure of any such Borrower or any of such
Subsidiaries to be so qualified would have a Material Adverse Effect.

                 8.1.2. Corporate Power and Authority. Each Borrower and each of
                        -----------------------------
its Subsidiaries is duly authorized and empowered to enter into, execute,
deliver and perform this Agreement and each of the other Loan Documents to which
it is a party. The execution, delivery and performance of this Agreement and
each of the other Loan Documents have been duly authorized by all necessary
corporate action and do not and will not (i) require any consent or approval of
the shareholders of any Borrower or any of its Subsidiaries; (ii) contravene the
charter, articles or certificate of incorporation or by-laws of any Borrower or
any of its Subsidiaries; (iii) violate, or cause any Borrower or any of its
Subsidiaries to be in default under, any provision of any Applicable Law, order,
writ, judgment, injunction, decree, determination or award in effect having
applicability to such Borrower or any such Subsidiary; (iv) result in a breach
of or constitute a default under any indenture or loan or credit agreement or
any other agreement, lease or instrument to which any Borrower or any of its
Subsidiaries is a party or by which it or its Properties may be bound or
affected; or (v) result in, or require, the creation or imposition of any Lien
(other than Permitted Liens) upon or with respect to any of the Properties now
owned or hereafter acquired by any Borrower or any of its Subsidiary.

                 8.1.3. Legally Enforceable Agreement. This Agreement is, and
                        -----------------------------
each of the other Loan Documents when delivered under this Agreement will be, a
legal, valid and binding obligation of each Borrower and each of its
Subsidiaries signatories thereto enforceable against them in accordance with the
respective terms of such Loan Documents, except as the enforceability thereof
may be limited by bankruptcy, insolvency or other similar laws of general
application affecting the enforcement of creditors' rights.

                                      -34-
<PAGE>
 
                 8.1.4. Capital Structure. As of the date hereof, Schedule 8.1.4
                        -----------------                         --------------
hereto states (i) the correct name of each Subsidiary, its jurisdiction of
incorporation and the percentage of its Voting Stock owned by each Person, (ii)
the name of each corporate Affiliate of each Borrower and the nature of the
affiliation and (iii) the number of authorized and issued Equity Interests (and
treasury shares) of each Borrower and each of its Subsidiaries. Each Borrower
has good title to all of the shares it purports to own of the Equity Interests
of each of its Subsidiaries, free and clear in each case of any Lien other than
Permitted Liens. All such Equity Interests have been duly issued and are fully
paid and non-assessable.

                 8.1.5. Corporate Names. During the 5-year period preceding the
                        ---------------
date of this Agreement, no Borrower nor any of its Subsidiaries has been known
as or used any corporate, fictitious or trade names except those listed on
Schedule 8.1.5 hereto. Except as set forth on Schedule 8.1.5, no Borrower nor
--------------                                --------------      
any of its Subsidiaries has been the surviving corporation of a merger or
consolidation or acquired all or substantially all of the assets of any Person.

                 8.1.6. Business Locations; Agent for Process. As of the date
                        -------------------------------------
hereof, the chief executive office and other places of business of each Borrower
and each of its Subsidiaries are as listed on Schedule 7.1.1 hereto. During the
                                              --------------
5-year period preceding the date of this Agreement, no Borrower nor any of its
Subsidiaries has had an office, place of business or agent for service of
process other than as listed on Schedule 7.1.1. Except as shown on Schedule
                                --------------                     --------
7.1.1 on the date hereof, no Inventory of any Borrower or any Subsidiary is
-----
stored with a bailee, warehouseman or similar Person, nor is any Inventory
consigned to any Person.

                 8.1.7. Title to Properties; Priority of Liens. Each Borrower
                        --------------------------------------
and each of its Subsidiaries has good and marketable title to and fee simple
ownership of, or valid and subsisting leasehold interests in, all of its real
Property, and good title to all of its personal Property, in each case free and
clear of all Liens except Permitted Liens. Each Borrower has paid or discharged,
and has caused each of its Subsidiaries to pay and discharge, all lawful claims
which, if unpaid, might become a Lien against any Properties of such Borrower or
such Subsidiary that is not a Permitted Lien. The Liens granted to Agent under
Section 6 hereof are first priority Liens, subject only to those Permitted Liens
which are expressly permitted by the terms of this Agreement to have priority
over the Liens of Agent.

                 8.1.8. Accounts. Agent may rely, in determining which Accounts
                        -------- 
are Eligible Accounts, on all statements and representations made by a Borrower
with respect to any Account. Unless otherwise indicated in writing to Agent,
with respect to each Account, Borrowers warrant that:

                    (i)  It is genuine and in all respects what it purports to
                 be, and it is not evidenced by a judgment;

                    (ii)  It arises out of a completed, bona fide sale and 
                 delivery of goods by a Borrower in the ordinary course of its
                 business and substantially in accordance with the terms and
                 conditions of all purchase orders, contracts or other documents
                 relating thereto and forming a part of the contract between a
                 Borrower and the Account Debtor;

                                      -35-
<PAGE>
 
                     (iii) It is for a liquidated amount maturing as stated in
                 the duplicate invoice covering such sale or rendition of
                 services, a copy of which has been furnished or is available to
                 Agent on request;


                     (iv)  Such Account, and Agent's security interest therein,
                 is not, and will not (by voluntary act or omission of a
                 Borrower) be in the future, subject to any offset, Lien,
                 deduction, defense, dispute, counterclaim or any other adverse
                 condition except for disputes resulting in returned goods where
                 the amount in controversy is deemed by Agent to be immaterial,
                 and each such Account is absolutely owing to a Borrower and is
                 not contingent in any respect or for any reason;

                      (v)  The contract under which such Account arose does not
                 condition or restrict a Borrower's right to assign to Agent the
                 right to payment thereunder unless such Borrower has obtained
                 the Account Debtor's consent to such collateral assignment or
                 complied with any conditions to such assignment (regardless of
                 whether under the UCC or other Applicable Law any such
                 restrictions are ineffective to prevent the grant of a Lien
                 upon such Account in favor of Agent);

                      (vi) Such Borrower has not made any agreement with any 
                 Account Debtor thereunder for any extension, compromise,
                 settlement or modification of any such Account or any deduction
                 therefrom, except discounts or allowances which are granted by
                 a Borrower in the ordinary course of its business for prompt
                 payment and which are reflected in the calculation of the net
                 amount of each respective invoice related thereto and are
                 reflected in the Schedules of Accounts submitted to Agent
                 pursuant to Section 7.2.1 hereof;

                      (vii) To the best of such Borrower's knowledge, there 
                 are no facts, events or occurrences which are reasonably likely
                 to impair the validity or enforceability of any of its Accounts
                 or reduce the amount payable thereunder from the face amount of
                 the invoice and statements delivered to Agent with respect
                 thereto;

                      (viii) To the best of such Borrower's knowledge, the 
                  Account Debtor thereunder (1) had the capacity to contract at
                  the time any contract or other document giving rise to the
                  Account was executed and (2) such Account Debtor is Solvent;
                  and

                      (ix)   To the best of such Borrower's knowledge, there 
                  are no proceedings or actions which are threatened or pending
                  against any Account Debtor thereunder and which are reasonably
                  likely to result in any material adverse change in such
                  Account Debtor's financial condition or the collectibility of
                  such Account.

                 8.1.9. Financial Statements; Fiscal Year. The Consolidated and
                        --------------------------------- 
consolidating balance sheets of Borrowers and such other Persons described
therein (including the accounts of all Subsidiaries of Borrowers for the
respective periods during which a Subsidiary 

                                      -36-
<PAGE>
 
relationship existed) as of September 30, 1997, and the related statements of
income, changes in stockholder's equity, and changes in financial position for
the periods ended on such dates, have been prepared in accordance with GAAP, and
present fairly the financial positions of Borrowers and such Persons at such
dates and the results of Borrowers' operations for such periods. Since September
30, 1997, there has been no material change in the condition, financial or
otherwise, of any Borrower and such other Persons as shown on the Consolidated
balance sheet as of such date and no material change in the aggregate value of
Equipment and real Property owned by any Borrower or such other Persons.

                8.1.10. Full Disclosure. The financial statements referred to in
                        ---------------
Section 8.1.9 hereof do not contain any untrue statement of a material fact and
neither this Agreement nor any other written statement contains or omits any
material fact necessary to make the statements contained herein or therein not
materially misleading. There is no fact or circumstances in existence on the
date hereof which any Borrower has failed to disclose to Agent in writing that
may reasonably be expected to have a Material Adverse Effect.


                8.1.11. Solvent Financial Condition. Each Borrower and each of
                        --------------------------- 
its Subsidiaries is now Solvent and, after giving effect to the Loans to be made
hereunder, the Letters of Credit to be issued in connection therewith and the
consummation of the other transactions described in the Loan Documents, each
Borrower and each of its Subsidiaries will be Solvent.

                8.1.12. Surety Obligations. Except as set forth on Schedule
                        ------------------                         --------
8.1.12 hereto on the date hereof, no Borrower nor any of its Subsidiaries is
------
obligated as surety or indemnitor under any surety or similar bond or other
contract issued or entered into any agreement to assure payment, performance or
completion of performance of any undertaking or obligation of any Person.

                8.1.13. Taxes. The federal tax identification number of each
                        -----
Borrower and each of its Subsidiaries is as shown on Schedule 8.1.13 hereto.
                                                     ---------------
Each Borrower and each of its Subsidiaries has filed all federal, state and
local tax returns and other reports it is required by law to file and has paid,
or made provision for the payment of, all Taxes upon it, its income and
Properties as and when such Taxes are due and payable, except to the extent
being Properly Contested. The provision for Taxes on the books of each Borrower
and each of its Subsidiaries are adequate for all years not closed by applicable
statutes, and for its current Fiscal Year.

                8.1.14. Brokers. There are no claims for brokerage commissions,
                        -------
finder's fees or investment banking fees in connection with the transactions
contemplated by this Agreement or any of the other Loan Documents.

                8.1.15. Patents, Trademarks, Copyrights and Licenses. Each
                        --------------------------------------------
Borrower and each of its Subsidiaries each owns or possesses all Intellectual
Property necessary for the present and planned future conduct of its business
without any conflict with the rights of others; there is no objection to or
pending Intellectual Property Claim with respect to any Borrower's right to use
any such Intellectual Property and no Borrower is aware of any grounds for
challenge or objection thereto; and, except as may be disclosed on Schedule
                                                                   -------- 
8.1.15, no Borrower pays any royalty or other compensation to any Person for the
------
right to use 

                                      -37-
<PAGE>
 
any Intellectual Property. All such patents, trademarks, service marks, 
tradenames, copyrights, licenses and other similar rights are listed on 
Schedule 8.1.15 hereto.
---------------

                8.1.16. Governmental Approvals. Each Borrower and each of its
                        ---------------------- 
Subsidiaries has, and is in good standing with respect to, all Governmental
Approvals necessary to continue to conduct its business as heretofore or
proposed to be conducted by it and to own or lease and operate its Properties as
now owned or leased by it.

                8.1.17. Compliance with Laws. Each Borrower and each of its
                        -------------------- 
Subsidiaries has duly complied with, and its Properties, business operations and
leaseholds are in compliance in all material respects with, the provisions of
all Applicable Law (except to the extent that any such noncompliance with
Applicable Law would not reasonably be expected to have a Material Adverse
Effect) and there have been no citations, notices or orders of noncompliance
issued to any Borrower or any of its Subsidiaries under any such law, rule or
regulation. No Inventory has been produced in violation of the Fair Labor
Standards Act (29 U.S.C. 201 et seq.). With respect to matters arising under any
                             -- ---
Environmental Laws, the representations and warranties contained in the
Environmental Certificate are true and correct on the date hereof.

                8.1.18. Restrictions. No Borrower nor any of its Subsidiaries is
                        ------------
a party or subject to any contract, agreement, or charter or other corporate
restriction, which has or could be reasonably expected to have a Material
Adverse Effect. Except as set forth on Schedule 8.1.18 hereto, no Borrower nor
                                       ---------------       
any of its Subsidiaries is a party or subject to any contract or agreement
(other than this Agreement) which restricts its right or ability to incur Debt,
none of which prohibit the execution of or compliance with this Agreement or the
other Loan Documents by any Borrower or any of its Subsidiaries, as applicable.

                8.1.19. Litigation. Except as set forth on Schedule 8.1.19
                        ----------                         ---------------
hereto, there are no actions, suits, proceedings or investigations pending on
the date hereof, or to the knowledge of any Borrower, threatened on the date
hereof, against or affecting any Borrower or any of its Subsidiaries, or the
business, operations, Properties, prospects, profits or condition of any
Borrower or any of its Subsidiaries, which, if determined adversely to any
Borrower or any of its Subsidiaries, would have a Material Adverse Effect. To
the knowledge of any Borrower, no Borrower nor any of its Subsidiaries is in
default on the date hereof with respect to any order, writ, injunction,
judgment, decree or rule of any court, governmental authority or arbitration
board or tribunal.

                8.1.20. No Defaults. No Default or Event of Default exists at
                        ----------- 
the time, or would result from the funding, of any Loan or other extension of
credit. Except for the default by GSS under the Indenture arising from ASB's
leasing of certain Equipment from Regions Banks, as assignee of Taylor Machine
Works, Inc., which default shall be cured by Borrowers within thirty (30) days
after the date hereof, no Borrower nor any of its Subsidiaries is in default,
and no event has occurred and no condition exists which constitutes or which
with the passage of time or the giving of notice or both would constitute a
default, under any Material Contract or in the payment of any Debt of any
Borrower or any of its Subsidiaries to any Person for Money Borrowed.

                                      -38-
<PAGE>
 
                8.1.21. Leases. Schedule 8.1.21 hereto is a complete listing of
                        ------  ---------------
all material capitalized and operating leases of each Borrower and each of its
Subsidiaries on the date hereof. Each Borrower and each of its Subsidiaries is
in substantial compliance with all of the terms of each of its respective
capitalized and operating leases and there is no basis upon which the lessors
under any such leases could terminate same or declare such Borrower or any of
its Subsidiaries in default thereunder.

                8.1.22. Pension Plans. Except as disclosed on Schedule 8.1.22
                        -------------                         ---------------
hereto, no Borrower nor any of its Subsidiaries has any Plan on the date hereof.
Each Borrower and each of its Subsidiaries is in full substantial compliance
with the requirements of ERISA and the regulations promulgated thereunder with
respect to each Plan. No fact or situation that is reasonably likely to result
in a material adverse change in the financial condition of any Borrower or any
of its Subsidiaries exists in connection with any Plan. No Borrower nor any of
its Subsidiaries has any withdrawal liability in connection with a Multiemployer
Plan.

                8.1.23. Trade Relations. There exists no actual or threatened
                        ---------------
termination, cancellation or limitation of, or any materially adverse
modification or change in, the business relationship between any Borrower and
any customer or any group of customers whose purchases individually or in the
aggregate are material to the business of such Borrower, or with any material
supplier or group of suppliers, and there exists no condition or state of facts
or circumstances which is reasonably likely to have a Material Adverse Effect or
prevent any Borrower from conducting such business after the consummation of the
transaction contemplated by this Agreement in substantially the same manner in
which it has heretofore been conducted.

                8.1.24. Labor Relations. Except as described on Schedule 8.1.24
                        ---------------                         ---------------
hereto, no Borrower nor any of its Subsidiaries is a party to any collective
bargaining agreement on the date hereof. On the date hereof, there are no
material grievances, disputes or controversies with any union or any other
organization of any Borrower's or any of its Subsidiaries' employees, or, to any
Borrower's knowledge, any threats of strikes, work stoppages or any asserted
pending demands for collective bargaining by any union or organization.

                8.1.25. Investment Company Act; Public Utility Holding Company
                        ------------------------------------------------------
Act. No Obligor is an "investment company" or a "person directly or indirectly
---
controlled by or acting on behalf of an investment company" within the meaning
of the Investment Company Act of 1940, or a "holding company," or a "subsidiary
company" of a "holding company," or an "affiliate" of a "holding company" or of
a "subsidiary company" of a "holding company," within the meaning of the Public
Utility Holding Company Act of 1935.

                8.1.26. Margin Stock. No Borrower nor any of its Subsidiaries is
                        ------------
engaged, principally or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying any Margin Stock.

         8.2. Reaffirmation of Representations and Warranties. Each
              -----------------------------------------------
representation and warranty contained in this Agreement and the other Loan
Documents shall be deemed to be reaffirmed by each Borrower upon each delivery
of a Notice of Borrowing to Agent in accordance with Section 3.1 of this
Agreement, except for changes in the nature of a 

                                      -39-
<PAGE>
 
Borrower's or, if applicable, any of its Subsidiaries' business or operations
that may occur after the date hereof in the ordinary course of business so long
as Agent has consented to such changes or such changes are not violative of any
provision of this Agreement. Notwithstanding the foregoing, representations and
warranties which by their terms are applicable only to a specific date shall be
deemed made only at and as of such date.

         8.3. Survival of Representations and Warranties. All representations
              ------------------------------------------
and warranties of Borrowers contained in this Agreement or any of the other Loan
Documents shall survive the execution, delivery and acceptance thereof by Agent,
Lenders and the parties thereto and the closing of the transactions described
therein or related thereto.

SECTION 9.    COVENANTS AND CONTINUING AGREEMENTS

         9.1. Affirmative Covenants. For so long as there are any Commitments
              ---------------------
outstanding and thereafter until payment in full of the Obligations, each
Borrower covenants that, unless otherwise consented to by the Required Lenders
in writing, it shall and shall cause each of its Subsidiaries to:

              9.1.1. Visits and Inspections. Permit representatives of Agent
                     ----------------------
or any Lender, from time to time, as often as may be reasonably requested, but
only during normal business hours and (except when a Default or Event of Default
exists) upon reasonable prior notice, to visit and inspect the Properties of
each Borrower and each of its Subsidiaries, inspect, audit and make extracts
from its books and records, and discuss with its officers, employees and
independent accountants, such Borrower's and each Subsidiary's business,
financial condition, business prospects and results of operations.

              9.1.2. Notices. Notify Agent and Lenders in writing, promptly
                     -------
after such Borrower's obtaining knowledge thereof, (i) of the commencement of
any litigation affecting any Obligor or any of its Properties, whether or not
the claims asserted in such litigation are considered by Borrowers to be covered
by insurance, and of the institution of any administrative proceeding, to the
extent that such litigation or proceeding, if determined adversely to such
Obligor, would reasonably be expected to have a Material Adverse Effect; (ii) of
any material labor dispute to which any Obligor may become a party, any strikes
or walkouts relating to any of its plants or other facilities, and the
expiration of any labor contract to which it is a party or by which it is bound;
(iii) of any material default by any Obligor under or termination of any
Material Contract or any note, indenture, loan agreement, mortgage, lease, deed,
guaranty or other similar agreement relating to any Debt of such Obligor
exceeding $500,000; (iv) of any Default or Event of Default; (v) of any default
by any Person under any note or other evidence of Debt payable to an Obligor in
an amount exceeding $1,000,000; (vi) of any judgment against any Obligor in an
amount exceeding $1,000,000; (vii) of the assertion by any Person of any
Intellectual Property Claim, the adverse resolution of which would reasonably be
expected to have a Material Adverse Effect; (viii) of any violation or asserted
violation of ERISA or any Environmental Law, the adverse resolution of which
would reasonably be expected to have a Material Adverse Effect; and (ix) of any
Environmental Release by an Obligor or on any Property owned or occupied by an
Obligor.

              9.1.3. Financial Statements. Keep adequate records and books of
                     --------------------
account with respect to its business activities in which proper entries are made
in accordance with GAAP 

                                      -40-
<PAGE>
 
reflecting all its financial transactions; and cause to be prepared and to be
furnished to Agent and Lenders the following (all to be prepared in accordance
with GAAP applied on a consistent basis, unless Borrowers' certified public
accountants concur in any change therein, such change is disclosed to Agent and
is consistent with GAAP and, if required by the Required Lenders, the financial
covenant set forth in Section 9.3 is amended in a manner requested by the
Required Lenders to take into account the effects of such change):

                     (i)   as soon as available, and in any event within 100
                  days after the close of each Fiscal Year, unqualified audited
                  financial statements of Borrowers and their Subsidiaries as of
                  the end of such Fiscal Year, on a Consolidated and
                  consolidating basis, certified without material qualification
                  by a firm of independent certified public accountants of
                  recognized national standing selected by Borrowers but
                  reasonably acceptable to Agent (except for a qualification for
                  a change in accounting principles with which the accountant
                  concurs), and setting forth in each case in comparative form
                  the corresponding Consolidated and consolidating figures for
                  the preceding Fiscal Year;

                     (ii)  as soon as available, and in any event within 30
                  days after the end of each month hereafter (or 50 days after
                  the end of each month that is the end of a Fiscal Quarter),
                  including the last month of Borrowers' Fiscal Year, unaudited
                  interim financial statements of Borrowers and their
                  Subsidiaries as of the end of such month and of the portion of
                  Borrowers' fiscal year then elapsed, on a Consolidated and
                  consolidating basis, certified by the principal financial
                  officer of Borrowers as prepared in accordance with GAAP and
                  fairly presenting the Consolidated financial position and
                  results of operations of Borrowers and their Subsidiaries for
                  such month and period subject only to changes from audit and
                  year-end adjustments and except that such statements need not
                  contain notes;

                     (iii) promptly after the sending or filing thereof, as
                  the case may be, copies of any 10Qs, 10Ks or any proxy
                  statements, financial statements or reports which any Borrower
                  has made generally available to its shareholders and copies of
                  any regular, periodic and special reports or registration
                  statements which any Borrower files with the Securities and
                  Exchange Commission or any governmental authority which may be
                  substituted therefor, or any national securities exchange;

                     (iv)  promptly after the filing thereof, copies of any
                  annual report to be filed in accordance with ERISA in
                  connection with each Plan; and

                     (v)   such other data and information (financial and
                  otherwise) as Agent, from time to time, may reasonably
                  request, bearing upon or related to the Collateral or any
                  Borrower's and any of its Subsidiaries' financial condition or
                  results of operations.

                  Concurrently with the delivery of the financial statements
described in clause (i) of this Section 9.1.3, Borrowers shall deliver to Agent
and Lenders a copy of the accountants' letter to Borrowers' management that is
prepared in connection with such 

                                      -41-
<PAGE>
 
financial statements and also shall cause to be prepared and shall deliver to
Agent and Lenders a certificate of the aforesaid certified public accountants
stating to Agent and Lenders that, based upon such accountants' audit of the
Consolidated financial statements of Borrowers and their Subsidiaries performed
in connection with their examination of said financial statements, nothing came
to their attention that caused them to believe that Borrowers were not in
compliance with Sections 9.2.2, 9.2.3, 9.2.4, 9.2.7 or 9.3 hereof, or, if they
are aware of such noncompliance, specifying the nature thereof, and
acknowledging, in a manner satisfactory to Agent, that they are aware that Agent
and Lenders are relying on such financial statements in making their decisions
with respect to the Loans. Concurrently with the delivery of the financial
statements described in clauses (i) and (ii) of this Section 9.1.3, or more
frequently if requested by any Lender during any period that a Default or Event
of Default exists, Borrowers shall cause to be prepared and furnished to Agent
and Lenders a Compliance Certificate in the form of Exhibit E hereto executed by
                                                    ---------
the chief financial officer of Borrowers.

                 9.1.4. Landlord and Storage Agreements. Provide Agent with
                        -------------------------------
copies of all existing agreements, and promptly after execution thereof provide
Agent with copies of all future agreements, between any Borrower and any
landlord or warehouseman which owns any premises at which any Collateral may,
from time to time, be kept.

                 9.1.5. Projections. No later than 30 days prior to the end of
                        -----------
each Fiscal Year of Borrowers, deliver to Agent and Lenders the Projections of
Borrowers for the forthcoming Fiscal Year, month by month.

                 9.1.6. Taxes. Pay and discharge all Taxes prior to the date on
                        -----
which such Taxes become delinquent or penalties attach thereto, except and to
the extent only that such Taxes are being Properly Contested.

                 9.1.7. Compliance with Laws. Comply with all Applicable Law,
                        --------------------
including ERISA, all Environmental Laws and all laws, statutes, regulations and
ordinances regarding the collection, payment and deposit of Taxes, and obtain
and keep in force any and all Governmental Approvals necessary to the ownership
of its Properties or to the conduct of its business, to the extent that any such
failure to comply, obtain or keep in force would be reasonably likely to have a
Material Adverse Effect. Without limiting the generality of the foregoing, if
any Environmental Release shall occur at or on any of the Properties of any
Borrower or any of its Subsidiaries, Borrowers shall, or shall cause the
applicable Subsidiary to, act immediately to investigate the extent of, and to
make appropriate remedial action to eliminate, such Environmental Release,
whether or not ordered or otherwise directed to do so by any governmental
authority.

                 9.1.8. Insurance. In addition to the insurance required herein
                        ---------
with respect to the Collateral, maintain and cause each of its Subsidiaries to
maintain, with financially sound and reputable insurers, insurance with respect
to its Properties and business against such casualties and contingencies of such
type (including product liability, business interruption, larceny, embezzlement,
or other criminal misappropriation insurance) and in such amounts as is
customary in the business of such Borrower or such Subsidiary.

                                      -42-
<PAGE>
 
         9.2. Negative Covenants. For so long as there are any Commitments
              ------------------
outstanding and thereafter until payment in full of the Obligations, each
Borrower covenants that, unless the Required Lenders have first consented
thereto in writing, it shall not and shall not permit any of its Subsidiaries
to:

                 9.2.1. Fundamental Changes. Enter into any transaction to
                        -------------------
merge, reorganize, consolidate or amalgamate with any Person, or liquidate, wind
up or dissolve itself, except for mergers or consolidations of any Subsidiary
with another Subsidiary.

                 9.2.2. Loans. Make any loans or other advances of money to any
                        -----
Person other than to an officer or employee of a Borrower or a Subsidiary for
salary, travel advances, advances against commissions and other similar advances
in the ordinary course of business.

                 9.2.3. Total Debt. Create, incur, assume, guarantee or suffer
                        ----------
to exist any Debt, except:

                                (i)     the Obligations;

                                (ii)    Subordinated Debt existing on the
                 Closing Date;

                                (iii)   accounts payable by such Borrower or
                 any of its Subsidiaries to trade creditors and current
                 operating expenses (other than for Money Borrowed) which are
                 not aged more than 90 days from billing date or more than 60
                 days from the due date, in each case incurred in the ordinary
                 course of business and paid within such time period, unless
                 the same are being Properly Contested;

                                (iv)    obligations to pay Rentals permitted by
                 Section 9.2.13;

                                (v)     Permitted Purchase Money Debt;

                                (vi)    Debt for Money Borrowed by such
                 Borrower, but only to the extent that such Debt is outstanding
                 on the date of this Agreement and is not to be satisfied on or
                 about the Closing Date from the proceeds of the initial Loans,
                 together with any extension, renewals or refinancings of such
                 Debt provided that the principal amount of such Debt is not
                 increased;

                                (vii)   contingent liabilities arising out of
                 endorsements of checks and other negotiable instruments for
                 deposit or collection in the ordinary course of business;

                                (viii)  the Long-Term Notes;

                                (ix)    Debt referenced on Schedule 9.2.4
                 hereof; and

                                (x)     Debt not included in paragraphs (i)
                 through (ix) above which is not secured by a Lien (unless such
                 Lien is a Permitted Lien) and does 

                                      -43-
<PAGE>
 
                 not exceed at any time, in the aggregate, the sum of $5,000,000
                 as to all Borrowers and all of their Subsidiaries.

                 9.2.4. Affiliate Transactions. Enter into, or be a party to any
                        ----------------------
transaction with any Affiliate or stockholder, except (i) the transactions
contemplated by the Loan Documents; (ii) payment of customary directors' fees
and indemnities; (iii) these transactions with Affiliates that are set forth on
Schedule 9.2.4 hereto; and (iv) in the ordinary course of and pursuant to the
--------------
reasonable requirements of such Borrower's or such Subsidiary's business and
upon fair and reasonable terms which are fully disclosed to Agent and are no
less favorable to such Borrower or such Subsidiary than would obtain in a
comparable arm's length transaction with a Person not an Affiliate or
stockholder of such Borrower or such Subsidiary.

                 9.2.5. Limitation on Liens. Create or suffer to exist any Lien
                        -------------------
upon any of its Property, income or profits, whether now owned or hereafter
acquired, except:

                              (i)   Liens at any time granted in favor of Agent;

                              (ii)  Liens for Taxes (excluding any Lien imposed
                 pursuant to any of the provisions of ERISA) not yet due or
                 being Properly Contested;

                              (iii) Liens arising in the ordinary course of such
                 Borrower's or any of its Subsidiaries' business by operation of
                 law, but only if payment in respect of any such Lien is not at
                 the time required or the Debt secured by any such Lien is being
                 Properly Contested and such Liens do not materially detract
                 from the value of the Property of such Borrower or such
                 Subsidiary and do not materially impair the use thereof in the
                 operation of such Borrower's or such Subsidiary's business;

                              (iv)  Purchase Money Liens securing Permitted
                 Purchase Money Debt;

                              (v)   Liens arising by virtue of the rendition,
                 entry or issuance against such Borrower or any of its
                 Subsidiaries, or any Property of such Borrower or any of its
                 Subsidiaries, of any judgment, writ, order, or decree for so
                 long as any such Lien is in existence for less than 20
                 consecutive days after it first arises and is being Properly
                 Contested and is at all times junior in priority to any Liens
                 in favor of Agent;

                              (vi)  Liens incurred or deposits made in the
                 ordinary course of business to secure the performance of
                 tenders, bids, leases, contracts (other than for the repayment
                 of Money Borrowed), statutory obligations and other similar
                 obligations or arising as a result of progress payments under
                 government contracts, provided that, to the extent any such
                 Liens attach to any of the Collateral, such Liens are at all
                 times subordinate and junior to the Liens upon the Collateral
                 in favor of Agent;

                              (vii) easements, rights-of-way, restrictions,
                 covenants or other agreements of record and other similar
                 charges or encumbrances on real 

                                      -44-
<PAGE>
 
                 Property of such Borrower or any of its Subsidiaries that do
                 not interfere with the ordinary conduct of the business of such
                 Borrower or such Subsidiary;

                              (viii) Liens in existence immediately prior to the
                 Closing Date that are satisfied in full and released on the
                 Closing Date as a result of the application of such Borrower's
                 cash on hand at the Closing Date or the proceeds of the Loans
                 to be made on the Closing Date;

                               (ix)  such other Liens as appear on Schedule
                                                                   --------
                 9.2.5 hereto, to the extent provided therein; and
                 -----

                               (x)   such other Liens as Required Lenders in
                 their sole discretion may hereafter approve in writing.

                 9.2.6. Subordinated Debt. Make any payment of all or any part
                        -----------------
of any Subordinated Debt or take any other action or omit to take any other
action in respect of any Subordinated Debt, except in accordance with the
subordination agreement relative thereto.

                 9.2.7. Distributions. Declare or make any Distribution;
                        -------------
provided, however, that for so long as no Default or Event of Default exists at
--------  ------- 
such time or would result therefrom and to the extent not otherwise prohibited
by Applicable Law, (i) GSS may make Distributions to its Parent to enable Parent
to pay income taxes attributable to the net income of GSS, (ii) ASB may make
Distributions to GSS and (iii) Borrowers may make Distributions described on
Schedule 9.2.4 hereto.
--------------

                 9.2.8. Disposition of Assets. Sell, assign, lease, consign or
                        ---------------------
otherwise dispose of any of its Properties or any interest therein, including
any disposition of Property as part of a sale and leaseback transaction, to or
in favor of any Person, except (i) sales of Inventory in the ordinary course of
business for so long as no Event of Default exists hereunder, (ii) dispositions
of Inventory to the extent authorized by Section 7.4.2 hereof, (iii) a transfer
of Property to a Borrower by a Subsidiary of such Borrower, (iv) dispositions
expressly authorized by other provisions of the Loan Documents, and (v)
dispositions of Property not constituting Collateral, to the extent that such
disposition would not have a Material Adverse Effect.

                 9.2.9. Stock of Subsidiaries. Permit any of its Subsidiaries to
                        ---------------------
issue any additional shares of its capital stock except director's qualifying
shares.

                9.2.10. Bill-and-Hold Sales, Etc. Make a sale to any customer on
                        ------------------------
a bill-and-hold, guaranteed sale, sale and return, sale on approval or
consignment basis, or any sale on a repurchase or return basis.

                9.2.11. Restricted Investments. Make or have any Restricted
                        ----------------------
Investment.

                9.2.12. Tax Consolidation. File or consent to the filing of any
                        -----------------
consolidated income tax return with any Person other than Parent, Borrowers and
their Subsidiaries.

                9.2.13. Fiscal Year. Establish a fiscal year different from the
                        -----------
Fiscal Year.

                                      -45-
<PAGE>
 
                9.2.14. Corporate Documents. Amend, modify or otherwise change
                        -------------------
any of the terms or provisions in any of its corporate charter, articles of
incorporation, bylaws or other governing documents as in effect on the date
hereof, except for changes that do not affect in any way such Borrower's or any
of its Subsidiaries' rights and obligations to enter into and perform the Loan
Documents to which it is a party and to pay all of the Obligations and that do
not otherwise have a Material Adverse Effect.

                9.2.15. Conduct of Business. Engage in any business other than
                        -------------------
the business engaged in by it on the Closing Date and any business or activities
which are substantially similar, related or incidental thereto.

         9.3. Specific Financial Covenant. For so long as there are any
              ---------------------------
Commitments outstanding and thereafter until payment in full of the Obligations,
Borrowers covenant that, unless otherwise consented to by the Required Lenders
in writing, they shall maintain Consolidated Adjusted Tangible Net Worth at all
times greater than ($9,000,000) (which amount represents the Consolidated
Adjusted Tangible Net Worth as of the most recent available month-end financial
statements prior to the Closing Date less Availability on the Closing Date).
                                     ----        

SECTION 10.    CONDITIONS PRECEDENT

         10.1. Conditions Precedent to Initial Credit Extensions.
               -------------------------------------------------
Notwithstanding any other provision of this Agreement or any of the other Loan
Documents, and without affecting in any manner the rights of Agent and Lenders
under the other sections of this Agreement, Lenders shall not be required to
fund any Loan requested by Borrowers or to join with any Borrower in the
extension of any LC Application unless, on or before November 20, 1997, each of
the following conditions has been and continues to be satisfied:

                10.1.1. Loan Documents. Each of the Loan Documents shall have
                        --------------
been duly executed and delivered to Agent by each of the signatories thereto and
accepted by Agent and Lenders.

                10.1.2. Availability. Agent shall have determined, and Lenders
                        ------------
shall be satisfied that, immediately after Lenders have made the initial
Revolver Loans and Bank has issued the Letters of Credit to be issued on the
Closing Date, and Borrowers have paid (or made provision for payment of) all
closing costs incurred in connection with the Commitments, Availability is not
less than $15,000,000.

                10.1.3. Evidence of Perfection and Priority of Liens. Agent
                        --------------------------------------------
shall have received copies of all filing receipts or acknowledgments issued by
any governmental authority to evidence any filing or recordation necessary to
perfect the Liens of Agent in the Collateral and evidence in form satisfactory
to Agent and Lenders that such Liens constitute valid and perfected security
interests and Liens, and that there are no other Liens upon any Collateral
except for Permitted Liens.

                10.1.4. Governing Documents. Agent shall have received a copy of
                        -------------------
the Articles or Certificate of Incorporation and By-Laws of each Borrower and
each Obligor, and 

                                      -46-
<PAGE>
 
all amendments thereto, certified by the Secretary of State or other appropriate
officials of the jurisdiction of each Borrower's and each Obligor's states of
incorporation.

               10.1.5.  Good Standing Certificates. Agent shall have received
                        --------------------------
good standing certificates for each Borrower and each Obligor, issued by the
Secretary of State or other appropriate official of such Borrower's or such
Obligor's jurisdiction of incorporation and each jurisdiction where the conduct
of such Borrower's or such Obligor's business activities or ownerships of its
Property necessitates qualification.

               10.1.6.  Opinion Letters. Agent shall have received a favorable,
                        ---------------
written opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and the
respective local counsel to Borrowers and Agent, covering the matters set forth
on Exhibit E attached hereto.
   ---------

               10.1.7.  Insurance. Agent shall have received copies of the
                        ---------
casualty insurance policies of Borrowers with respect to the Collateral,
together with loss payable endorsements on Agent's standard form of loss payee
endorsement naming Agent as loss payee with respect to each such policy and
copies of Borrowers' liability insurance policies, together with endorsements
naming Agent as a co-insured, all as required by the Loan Documents.

              10.1.8.  Lockbox; Dominion and Concentration Accounts. Agent shall
                       --------------------------------------------
have received the duly executed agreements establishing the Lockbox and each
Dominion Account, in each case with a financial institution acceptable to Agent
for the collection or servicing of the Accounts.

               10.1.9.  No Labor Disputes. Agent shall have received assurances
                        -----------------
satisfactory to it that there are no threats of strikes or work stoppages by any
employees, or organization of employees, of any Obligor which Agent reasonably
determines may have a Material Adverse Effect.

               10.1.10. Compliance with Laws and Other Agreements. Agent shall
                        -----------------------------------------
have determined or received assurances satisfactory to it that none of the Loan
Documents or any of the transactions contemplated thereby violate any applicable
law, court order or agreement binding upon any Obligor.

               10.1.11. No Material Adverse Change. No material adverse change
                        --------------------------
in the financial condition of any Obligor or in the quality, quantity or value
of any Collateral shall have occurred since September 30, 1997.

               10.1.12. Amendment to Intercreditor Agreement. Trustee, Borrowers
                        ------------------------------------
and Agent shall have executed an amendment to the Intercreditor Agreement, in
form and substance satisfactory to Agent and Lenders, pursuant to which Trustee
shall acknowledge, among other things, the first priority Lien of Agent in the
Collateral.

         10.2. Conditions Precedent to all Credit Extensions. Notwithstanding
               ---------------------------------------------
any other provision of this Agreement or any of the other Loan Documents, and
without affecting in any manner the rights of Agent and Lenders under the other
sections of this Agreement, Lenders shall not be required to make any Loans or
otherwise extend any credit to or for the benefit 

                                      -47-
<PAGE>
 
of Borrowers, unless and until each of the following conditions has been and
continues to be satisfied:

                10.2.1. No Defaults. No Default or Event of Default shall exist
                        -----------
at the time of, or would result from, the funding of such Loan or other
extension of credit.

                10.2.2. Satisfaction of Conditions in Other Loan Documents. Each
                        --------------------------------------------------
of the conditions precedent set forth in any other Loan Document shall have been
and shall remain satisfied.

                10.2.3. No Litigation. No action, proceeding, investigation,
                        -------------
regulation or legislation shall have been instituted, threatened or proposed
before any court, governmental agency or legislative body to enjoin, restrain or
prohibit, or to obtain damages in respect of, or which is related to or arises
out of, this Agreement or the consummation of the transactions contemplated
hereby.

                10.2.4. No Material Adverse Effect. No event shall have occurred
                        --------------------------
and no condition shall exist which has or may be reasonably likely to have a
Material Adverse Effect.

         10.3.  Limited Waiver of Conditions Precedent. If Lenders shall make
                --------------------------------------
any Loans or otherwise extend any credit to Borrowers under this Agreement at a
time when any of the foregoing conditions precedent are not satisfied
(regardless of whether the failure of satisfaction of any such conditions
precedent was known or unknown to Agent or Lenders), the funding of such Loans
shall not operate as a waiver of the right of Agent and Lenders to insist upon
the satisfaction of all conditions precedent with respect to each subsequent
Borrowing requested by Borrowers or a waiver of any Default or Event of Default
as a consequence of the failure of any such conditions to be satisfied, unless
Agent, with the prior written consent of the Required Lenders, in writing waives
the satisfaction of any condition precedent in which event such waiver shall
only be applicable for the specific instance given and only to the extent and
for the period of time expressly stated in such written waiver.

SECTION 11.    EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT

         11.1. Events of Default. The occurrence or existence of any one or more
               -----------------
of the following events or conditions shall constitute an "Event of Default"
(each of which Events of Default shall be deemed to exist unless and until
waived by Agent and Lenders in accordance with the provisions of Section 12.9
hereof):

               11.1.1. Payment of Obligations. Borrowers shall fail to pay (a)
                       ----------------------
any installment of principal or interest on any Loan or any Note on the due date
thereof (whether due at stated maturity, on demand, upon acceleration or
otherwise) or (b) any of the other Obligations within 5 days after the due date
thereof (whether due at stated maturity, on demand, upon acceleration or
otherwise).

                                      -48-
<PAGE>
 
                  11.1.2. Misrepresentations. Any representation, warranty or
                          ------------------
other written statement to Agent or any Lender by or on behalf of any Obligor,
whether made in or furnished in compliance with or in reference to any of the
Loan Documents, proves to have been false or misleading in any material respect
when made or furnished or when reaffirmed pursuant to Section 8.2 hereof.

                  11.1.3. Breach of Specific Covenants. Any Borrower shall fail
                          ----------------------------
or neglect to perform, keep or observe any covenant contained in Sections 6.3,
7.1.1, 7.1.2, 7.2.4, 7.2.5, 7.2.6, 9.1.1, 9.1.3, 9.2 or 9.3 hereof on the date
that such Borrower is required to perform, keep or observe such covenant.

                  11.1.4. Breach of Other Covenants. Any Borrower shall fail or
                          -------------------------
neglect to perform, keep or observe any covenant contained in this Agreement
(other than a covenant which is dealt with specifically elsewhere in Section
11.1 hereof) and the breach of such other covenant is not cured to Agent's and
the Required Lender's satisfaction within 30 days after the sooner to occur of
any Senior Officer's receipt of notice of such breach from Agent or the date on
which such failure or neglect first becomes known to any Senior Officer;
provided, however, that such notice and opportunity to cure shall not apply in
the case of any failure to perform, keep or observe any covenant which is not
capable of being cured at all or within such 30-day period or which is a willful
and knowing breach by any Borrower or which was the subject of a breach during
the prior 6-month period.

                  11.1.5. Default Under Security Documents/Other Agreements. Any
                          -------------------------------------------------
Borrower or any other Obligor shall default in the due and punctual observance
or performance of any liability or obligation to be observed or performed by it
under any of the Other Agreements or Security Documents.

                  11.1.6. Other Defaults. There shall occur any default or event
                          --------------
of default on the part of any Borrower or any Subsidiary of a Borrower under any
agreement, document or instrument to which such Borrower or such Subsidiary is a
party or by which such Borrower or such Subsidiary or any of their respective
Properties is bound, creating or relating to any Debt in excess of $100,000 if
the payment or maturity of such Debt may be accelerated in consequence of such
event of default or demand for payment of such Debt may be made (except that the
default that is referenced in Section 8.1.20 hereof and that exists as of the
date hereof, shall not constitute an Event of Default hereunder unless Borrowers
fail to cure such default within thirty (30) days after the date hereof).

                  11.1.7. Uninsured Losses. Any loss, theft, damage or
                          ----------------
destruction of any of the Collateral not fully covered (subject to such
deductibles as Agent shall have permitted) by insurance if the amount not
covered by insurance exceeds $250,000.

                  11.1.8. Material Adverse Effect. There shall occur any event
                          -----------------------
or condition that has a Material Adverse Effect.

                  11.1.9. Solvency.  Any Obligor shall cease to be Solvent.
                          --------
 
                  11.1.10. Insolvency Proceedings. Any Borrower shall commence,
                           ----------------------
or shall consent to the commencement against it of, any Insolvency Proceeding or
any Insolvency 

                                      -49-
<PAGE>
 
Proceeding shall be commenced against any Borrower and the same shall not have
been dismissed within 60 days after the commencement thereof.

                  11.1.11. Business Disruption; Condemnation. There shall occur
                           ---------------------------------
a cessation of a substantial part of the business of any Obligor for a period
which may be reasonably expected to have a Material Adverse Effect; or any
Obligor shall suffer the loss or revocation of any license or permit now held or
hereafter acquired by such Obligor which is necessary to the continued or lawful
operation of its business; or any Obligor shall be enjoined, restrained or in
any way prevented by court, governmental or administrative order from conducting
all or any material part of its business affairs; or any material lease or
agreement pursuant to which any Obligor leases or occupies any premises on which
any Collateral is located shall be canceled or terminated prior to the
expiration of its stated term and such cancellation or termination has a
Material Adverse Effect or results in an Out-of-Formula Condition; or any
material part of the Collateral shall be taken through condemnation or the value
of such Property shall be materially impaired through condemnation.

                  11.1.12. Change of Ownership. Steven E. Karol, William S.
                           -------------------
Karol and Dale S. Okonow, or any combination of them, shall cease to control,
either directly or indirectly, at least 51% of the voting stock of Parent or
Parent shall cease to own all of the issued and outstanding capital stock of GSS
or GSS shall cease to own all of the issued and outstanding capital stock of
ASB.

                  11.1.13. ERISA. A Reportable Event shall occur which Agent, in
                           -----
its sole discretion, shall determine in good faith constitutes grounds for the
termination by the Pension Benefit Guaranty Corporation of any Plan or for the
appointment by the appropriate United States district court of a trustee for any
Plan, or if any Plan shall be terminated or any such trustee shall be requested
or appointed, or if any Borrower, any Subsidiary of a Borrower or any Obligor is
in "default" (as defined in Section 4219(c)(5) of ERISA) with respect to
payments to a Multiemployer Plan resulting from such Borrower's, such
Subsidiary's or such Obligor's complete or partial withdrawal from such Plan.

                  11.1.14. Challenge to Loan Documents. Any Obligor or any of
                           ---------------------------
its Affiliates shall challenge or contest in any action, suit or proceeding the
validity or enforceability of any of the Loan Documents, the legality or
enforceability of any of the Obligations or the perfection or priority of any
Lien granted to Agent.

                  11.1.15. Judgment. A judgment or order for the payment of
                           --------
money in an amount that exceeds the uncontested insurance available therefor by
$1,000,000 or more shall be entered against any Borrower by any court or such
judgment or order shall result in the creation of a Lien upon any asset of any
Borrower that is not a Permitted Lien.

                  11.1.16. Repudiation of or Default Under Guaranty. Any
                           ----------------------------------------
Guarantor shall revoke or attempt to revoke the Guaranty signed by such
Guarantor, shall repudiate such Guarantor's liability thereunder, or shall be in
default under the terms thereof, or shall fail to confirm in writing, promptly,
after receipt of Agent's written request therefor, such Guarantor's ongoing
liability under the Guaranty Agreement in accordance with the terms thereof.

                                      -50-
<PAGE>
 
                  11.1.17. Criminal Forfeiture. Any Obligor shall be convicted
                           ------------------- 
under any criminal law that could lead to a forfeiture of any Property of such
Obligor that would have a Material Adverse Effect.

                  11.1.18. Indenture. Any default or event of default shall
                           ---------
occur under the Indenture or the Intercreditor Agreement.

            11.2. Acceleration of the Obligations. Without in any way limiting
                  -------------------------------
the right of Agent to demand payment of any portion of the Obligations payable
on demand in accordance with this Agreement, upon or at any time after the
occurrence of an Event of Default and for so long as such Event of Default shall
exist, Agent may in its discretion (and, upon receipt of written instructions to
do so from the Required Lenders, shall) declare the principal of and any accrued
interest on the Loans and all other Obligations owing under any of the Loan
Documents to be, whereupon the same shall become without further notice or
demand (all of which notice and demand each Borrower expressly waives),
forthwith due and payable and Borrowers shall forthwith pay to Agent the entire
principal of and accrued and unpaid interest on the Loans and other Obligations
plus reasonable attorneys' fees and expenses if such principal and interest are
collected by or through an attorney-at-law. Notwithstanding the foregoing, upon
the occurrence of an Event of Default specified in Section 11.1.10 hereof, all
of the Obligations shall become automatically due and payable without
declaration, notice or demand by Agent and the Commitments shall automatically
terminate as if terminated by Agent pursuant to Section 5.2.1 hereof and with
the effect specified in Section 5.2.4 hereof.

            11.3. Other Remedies. Upon and after the occurrence of an Event of
                  --------------
Default and for so long as such Event of Default shall exist, Agent may in its
discretion (and, upon receipt of written direction of the Required Lenders,
shall) exercise from time to time the following rights and remedies:

                  11.3.1.     All of the rights and remedies of a secured party
under the UCC or under other Applicable Law, and all other legal and equitable
rights to which Agent may be entitled under any of the Loan Documents, all of
which rights and remedies shall be cumulative and shall be in addition to any
other rights or remedies contained in this Agreement or any of the other Loan
Documents, and none of which shall be exclusive.

                  11.3.2.     The right to collect all amounts at any time
payable to any Borrower from any Account Debtor or other Person at any time
indebted to any Borrower.

                  11.3.3.     The right to take immediate possession of any of
the Collateral, and to (i) require Borrowers to assemble the Collateral, at
Borrowers' expense, and make it available to Agent at a place designated by
Agent which is reasonably convenient to both parties, and (ii) enter any
premises where any of the Collateral shall be located and to keep and store the
Collateral on said premises until sold (and if said premises be the Property of
a Borrower, then such Borrower agrees not to charge Agent for storage thereof).

                  11.3.4.     The right to sell or otherwise dispose of all or
any Collateral in its then condition, or after any further manufacturing or
processing thereof, at public or private sale or sales, with such notice as may
be required by Applicable Law, in lots or in bulk, for cash or on credit, all as
Agent, in its sole discretion, may deem advisable. Each Borrower 

                                      -51-
<PAGE>
 
agrees that any requirement of notice to Borrowers or any other Obligor of any
proposed public or private sale or other disposition of Collateral by Agent
shall be deemed reasonable notice thereof if given at least 10 days prior
thereto, and such sale may be at such locations as Agent may designate in said
notice. Agent shall have the right to conduct such sales on any Borrower's or
any other Obligor's premises, without charge therefor, and such sales may be
adjourned from time to time in accordance with Applicable Law. Agent shall have
the right to sell, lease or otherwise dispose of the Collateral, or any part
thereof, for cash, credit or any combination thereof, and Agent may purchase all
or any part of the Collateral at public or, if permitted by law, private sale
and, in lieu of actual payment of such purchase price, may set off the amount of
such price against the Obligations. The proceeds realized from the sale or other
disposition of any Collateral may be applied, after allowing 2 Business Days for
collection, first to any Extraordinary Expenses incurred by Agent, second to
interest accrued with respect to any of the Obligations; and third, to the
principal balance of the Obligations. If any deficiency shall arise, each
Borrower and each Guarantor shall remain jointly and severally liable to Agent
therefor.

                11.3.5.     The right to require Borrowers to deposit with Agent
and Lenders funds equal to the LC Obligations and, if Borrowers fail promptly to
make such deposit, Lender may advance such amount as a Revolver Loan (whether or
not an Out-of-Formula Condition exists or is created thereby). Any such deposit
or advance shall be held by Agent as a reserve to fund future payments on the LC
Guaranty. At such time as the LC Guaranty has been paid or terminated and all
Letters of Credit have been drawn upon or expired, any amounts remaining in such
reserve shall be applied against any outstanding Obligations, or, if all
Obligations have been indefeasibly paid in full, returned to Borrowers.

Agent is hereby granted a license or other right, while any Event of Default
exists, to use, without charge, each Borrower's labels, patents, copyrights,
rights of use of any name, trade secrets, tradenames, trademarks and advertising
matter, or any Property of a similar nature, as it pertains to the Collateral,
in advertising for sale and selling any Collateral and each Borrower's rights
under all licenses and all franchise agreements shall inure to Agent's benefit.

         11.4.  Setoff. In addition to any Liens granted under any of the Loan
                ------
Documents and any rights now or hereafter available under Applicable Law, Agent
and each Lender (and each of their respective Affiliates) is hereby authorized
by Borrowers at any time that an Event of Default exists, without notice to
Borrowers or any other Person (any such notice being hereby expressly waived) to
set off and to appropriate and to apply any and all deposits, general or special
(including Debt evidenced by certificates of deposit whether matured or
unmatured (but not including trust accounts)) and any other Debt at any time
held or owing by Agent, such Lender or any of their Affiliates to or for the
credit or the account of any Borrower against and on account of the Obligations
of Borrowers arising under the Loan Documents to Agent, such Lender or any of
their Affiliates, including all Loans and LC Obligations and all claims of any
nature or description arising out of or in connection with this Agreement,
irrespective of whether or not (i) Agent or such Lender shall have made any
demand hereunder or (ii) Agent, at the request or with the consent of the
Required Lenders shall have declared the principal of and interest on the Loans
and other amounts due hereunder to be due and payable as permitted by this
Agreement and even though such Obligations may be contingent or unmatured or
(iii) the Collateral for the Obligations is adequate. Notwithstanding the
foregoing, each of Agent and Lenders agree with each other that it shall not,
without the 

                                      -52-
<PAGE>
 
express consent of the Required Lenders, and that it shall (to the extent that
it is lawfully entitled to do so) upon the request of the Required Lenders,
exercise its setoff rights hereunder against any accounts of any Borrower now or
hereafter maintained with Agent, such Lender or any Affiliate of any of them,
but no Borrower shall have a claim or cause of action against Agent or any
Lender for any setoff made without the consent of the Required Lenders and the
validity of any such setoff shall not be impaired by the absence of such
consent. If any party (or its Affiliate) exercises the right of setoff provided
for hereunder, such party shall be obligated to share any such setoff in the
manner and to the extent required by Section 12.5.

         11.5.    Remedies Cumulative; No Waiver.
                  ------------------------------

                     11.5.1.  All covenants, conditions, provisions, warranties,
guaranties, indemnities, and other undertakings of Borrowers contained in this
Agreement and the other Loan Documents, or in any document referred to herein or
contained in any agreement supplementary hereto or in any schedule given to
Agent or any Lender or contained in any other agreement between Agent or any
Lender and any or all Borrowers, heretofore, concurrently, or hereafter entered
into, shall be deemed cumulative to and not in derogation or substitution of any
of the terms, covenants, conditions, or agreements of Borrowers herein
contained.

                     11.5.2.  The failure or delay of Agent or Lenders to
require strict performance by Borrowers of any provision of this Agreement or to
exercise or enforce any rights, Liens, powers, or remedies hereunder or under
any of the aforesaid agreements or other documents or security or Collateral
shall not operate as a waiver of such performance, Liens, rights, powers and
remedies, but all such requirements, Liens, rights, powers, and remedies shall
continue in full force and effect until all Loans and all other Obligations
owing or to become owing from Borrowers to Agent and Lenders shall have been
fully satisfied. None of the undertakings, agreements, warranties, covenants and
representations of Borrowers contained in this Agreement or any of the other
Loan Documents and no Event of Default by any Borrower under this Agreement or
any other Loan Documents shall be deemed to have been suspended or waived by
Agent, unless such suspension or waiver is by an instrument in writing
specifying such suspension or waiver and is signed by a duly authorized
representative of Agent and directed to Borrowers.

                     11.5.3.  If Agent or Lenders shall accept performance by a
Borrower, in whole or in part, of any obligation that a Borrower is required by
any of the Loan Documents to perform only when a Default or Event of Default
exists, or if Agent or Lenders shall exercise any right or remedy under any of
the Loan Documents that may not be exercised other than when a Default or Event
of Default exists, Agent's acceptance of such performance by a Borrower or
Agent's exercise of any such right or remedy shall not operate to waive any such
Event of Default or to preclude the exercise by Agent or Lenders of any other
right or remedy, unless otherwise expressly agreed in writing by Agent.

SECTION 12. AGENT

    12.1.   Appointment, Authority and Duties of Agent.
            ------------------------------------------

                                      -53-
<PAGE>
 
                  12.1.1. Each Lender hereby irrevocably appoints and designates
Fleet as Agent to act as herein specified. Agent may, and each Lender by its
acceptance of a Note shall be deemed irrevocably to have authorized Agent to,
enter into all Loan Documents to which Agent is to be a party on the Closing
Date and all amendments hereto and all Security Documents thereafter executed by
Borrowers, for its benefit and the Pro Rata benefit of Lenders and, except as
otherwise provided in this Section 12, to exercise such rights and powers under
this Agreement and the other Loan Documents as are specifically delegated to
Agent by the terms hereof and thereof, together with such other rights and
powers as are reasonably incidental thereto. Each Lender agrees that any action
taken by Agent or the Required Lenders in accordance with the provisions of this
Agreement or the other Loan Documents, and the exercise by Agent or the Required
Lenders of any of the powers set forth herein or therein, together with such
other powers as are reasonably incidental thereto, shall be authorized and
binding upon all Lenders. Without limiting the generality of the foregoing,
Agent shall have the sole and exclusive right and authority to (a) act as the
disbursing and collecting agent for Lenders with respect to all payments and
collections arising in connection with this Agreement and the other Loan
Documents; (b) execute and deliver as Agent each Loan Document and accept
delivery of each such agreement delivered by any or all Borrowers or any other
Obligor; (c) act as collateral agent for Lenders for purposes of the perfection
of all security interests and Liens created by this Agreement or the Security
Documents with respect to all material items of the Collateral and, subject to
the direction of the Required Lenders, for all other purposes stated therein,
provided that Agent hereby appoints, authorizes and directs each Lender to act
as a collateral sub-agent for Agent and the other Lenders for purposes of the
perfection of all security interest and Liens with respect to a Borrower's
Deposit Accounts maintained with, and all cash and Cash Equivalents held by,
such Lender; (d) subject to the direction of the Required Lenders, manage,
supervise or otherwise deal with the Collateral; and (e) except as may be
otherwise specifically restricted by the terms of this Agreement and subject to
the direction of the Required Lenders, exercise all remedies given to Agent or
Lenders with respect to any of the Collateral under the Loan Documents relating
thereto, Applicable Law or otherwise. The duties of Agent shall be ministerial
and administrative in nature, and Agent shall not have by reason of this
Agreement or any other Loan Document a fiduciary relationship with any Lender
(or any Lender's participants). Unless and until its authority to do so is
revoked in writing by the Required Lenders, Agent shall have the exclusive right
to determine whether any Accounts or Inventory constitute Eligible Accounts or
Eligible Inventory (basing such determination in each case upon the meanings
given to such terms in Appendix A), or whether to impose or release any reserve,
and to exercise its own credit judgment in connection therewith, which
determinations and judgments, if exercised in good faith, shall exonerate Agent
from any liability to Lenders or any other Person for any errors in judgment.

                  12.1.2. Agent (which term, as used in this sentence, shall
include reference to Agent's Affiliates and to the officers, directors,
employees and agents of Agent's Affiliates) shall not: (a) have any duties or
responsibilities except those expressly set forth in this Agreement and the
other Loan Documents or (b) be required to initiate or conduct any litigation,
foreclosure or collection proceedings hereunder or under any of the other Loan
Documents except to the extent directed to do so by the Required Lenders during
the continuance of any Event of Default.

                                      -54-
<PAGE>
 
                  12.1.3. Agent may perform any of its duties by or through its
agents and employees and may employ agents and attorneys-in-fact and shall not
be responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care. Borrowers shall promptly
(and in any event, on demand) reimburse Agent for all reasonable expenses
(including all Extraordinary Expenses) incurred by Agent pursuant to any of the
provisions hereof or of any of the other Loan Documents or in the execution of
any of Agent's duties hereby or thereby created or in the exercise of any right
or power herein or therein imposed or conferred upon it or Lenders (excluding,
however, general overhead expenses), and each Lender agrees promptly to pay to
Agent, on demand, such Lender's Pro Rata share of any such reimbursement for
expenses (including Extraordinary Expenses) that is not timely made by Borrowers
to Agent.

                  12.1.4. The rights, remedies, powers and privileges conferred
upon Agent hereunder and under the other Loan Documents may be exercised by
Agent without the necessity of the joinder of any other parties unless otherwise
required by Applicable Law. If Agent shall request instructions from the
Required Lenders with respect to any act or action (including the failure to
act) in connection with this Agreement or any of the other Loan Documents, Agent
shall be entitled to refrain from such act or taking such action unless and
until Agent shall have received instructions from the Required Lenders; and
Agent shall not incur liability to any Person by reason of so refraining.
Without limiting the foregoing, no Lender shall have any right of action
whatsoever against Agent as a result of Agent acting or refraining from acting
hereunder or under any of the Loan Documents in accordance with the instructions
of the Required Lenders.

                  12.1.5. Agent shall promptly, upon receipt thereof, forward to
each Lender copies of any significant written notices, reports, certificates and
other information received by Agent from any Obligor (to the extent such Obligor
is not required by the terms of the Loan Documents to supply such information
directly to Lenders) and copies of the results of any field audits by Agent with
respect to Borrowers.

          12.2.   Agreements Regarding Collateral. Each Lender shall have a Pro
                  -------------------------------
Rata interest in the security interests and Liens in and to the Collateral and
any other Property granted and assigned to Agent under the Loan Documents.
Lenders hereby irrevocably authorize Agent, at its option and in its discretion,
to release any Lien upon any Collateral (i) upon the termination of the
Commitments and payment or satisfaction of all of the Obligations or (ii)
constituting Equipment sold or disposed of in accordance with the terms of this
Agreement if Borrowers certify to Agent that the sale disposition is made in
compliance with the terms of this Agreement (and Agent may rely conclusively on
any such certificate, without further inquiry). Agent shall have no obligation
whatsoever to any of the Lenders to assure that any of the Collateral exists or
is owned by a Borrower or is cared for, protected or insured or has been
encumbered, or that Agent's Liens have been properly or sufficiently or lawfully
created, perfected, protected or enforced or entitled to any particular priority
or to exercise at all or in any manner or under any duty of care, disclosure or
fidelity, or to continue exercising, any of the rights or powers granted or
available to Agent pursuant to this Agreement or any of the other Loan
Documents, it being understood and agreed that in respect of the Collateral, or
any act, omission or event related thereto, Agent may act in any manner it may
deem appropriate, in its discretion, given Agent's own interests in the
Collateral in its capacity as one of the Lenders.

                                      -55-
<PAGE>
 
          12.3.   Reliance By Agent. Agent shall be entitled to rely, and shall
                  -----------------
be fully protected in so relying, upon any certification, notice or other
communication (including any thereof by telephone, telex, telegram, telecopier
message or cable) believed by it to be genuine and correct and to have been
signed, sent or made by or on behalf of the proper Person or Persons, and upon
advice and statements of legal counsel, independent accountants and other
experts selected by Agent. As to any matters not expressly provided for by this
Agreement or any of the other Loan Documents, Agent shall in all cases be fully
protected in acting or refraining from acting hereunder and thereunder in
accordance with the instructions of the Required Lenders, and such instructions
of the Required Lenders and any action taken or failure to act pursuant thereto
shall be binding upon Lenders.

          12.4.   Action Upon Default. Agent shall not be deemed to have
                  -------------------
knowledge of the occurrence of a Default or an Event of Default unless it has
received written notice from a Lender or any or all Borrowers specifying the
occurrence of such Default or Event of Default. If Agent shall receive such a
notice of the occurrence of a Default or an Event of Default or shall otherwise
acquire actual knowledge of any Default or Event of Default, Agent shall
promptly notify Lenders in writing and Agent shall take such action and assert
such rights under this Agreement and the other Loan Documents, or shall refrain
from taking such action and asserting such rights, as the Required Lenders shall
direct from time to time. If any Lender shall receive a notice of the occurrence
of a Default or an Event of Default or shall otherwise acquire actual knowledge
of any Default or Event of Default, such Lender shall promptly notify Agent and
the other Lenders in writing. As provided in Section 12.3 hereof, Agent shall
not be subject to any liability by reason of acting or refraining to act
pursuant to any request of the Required Lenders except for its own willful
misconduct or gross negligence. Before directing Agent to take or refrain from
taking any action or asserting any rights under this Agreement and the other
Loan Documents, the Required Lenders shall consult with and seek the advice of
(but without having to obtain the consent of) each other Lender, and promptly
after directing Agent to take or refrain from taking any such action or
asserting any such rights, the Required Lenders will so advise each other Lender
of the action taken or refrained from being taken and, upon request of any
Lender, will supply information concerning actions taken or not taken. In no
event shall the Required Lenders, without the prior written consent of each
Lender, direct Agent to accelerate and demand payment of the Loans held by one
Lender without accelerating and demanding payment of all other Loans. Agent
agrees that without the prior written consent of the Required Lenders, it will
not take any legal action or institute any action or proceeding against any
Obligor with respect to any of the Obligations or Collateral, or accelerate or
otherwise enforce its portion of the Obligations.

          12.5.   Ratable Sharing. If any Lender shall obtain any payment or
                  ---------------
reduction (including any amounts received as adequate protection of a bank
account deposit treated as cash collateral under the Bankruptcy Code) of any
Obligation of Borrowers hereunder (whether voluntary, involuntary, through the
exercise of any right of set-off or otherwise) in excess of its Pro Rata share
of payments or reductions on account of such Obligations obtained by all of the
Lenders, such Lender shall forthwith (i) notify the other Lenders and Agent of
such receipt and (ii) purchase from the other Lenders such participations in the
affected Obligations as shall be necessary to cause such purchasing Lender to
share the excess payment or reduction, net of costs incurred in connection
therewith, on a Pro Rata 

                                      -56-
<PAGE>
 
basis, provided that if all or any portion of such excess payment or reduction
is thereafter recovered from such purchasing Lender or additional costs are
incurred, the purchase shall be rescinded and the purchase price restored to the
extent of such recovery or such additional costs, but without interest. Each
Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section 12.5 may, to the fullest extent permitted by
Applicable Law, exercise all of its rights of payment (including the right of
set-off) with respect to such participation as fully as if such Lender were the
direct creditor of Borrowers in the amount of such participation.

          12.6.   Indemnification of Agent.
                  ------------------------    

                  12.6.1. Each Lender severally agrees to indemnify and defend
the Agent Indemnitees (to the extent not reimbursed by Borrowers under this
Agreement, but without limiting the indemnification obligation of Borrowers
under this Agreement), on a Pro Rata basis, and to hold each of the Agent
Indemnitees harmless from and against, any and all Claims which may be imposed
on, incurred by or asserted against any of the Agent Indemnitees in any way
related to or arising out of this Agreement or any of the other Loan Documents
or any other document contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby (including the costs and expenses
which Borrowers are obligated to pay under Section 14.2 hereof or amounts Agent
may be called upon to pay in connection with any lockbox or Dominion Account
arrangement contemplated hereby) or the enforcement of any of the terms hereof
or thereof or of any such other documents, provided that no Lender shall be
liable to any Agent Indemnitee for any of the foregoing to the extent that they
result solely from the willful misconduct or gross negligence of such Agent
Indemnitee.

                  12.6.2. Without limiting the generality of the foregoing
provisions of this Section 12.6, if Agent should be sued by any receiver,
trustee in bankruptcy, debtor-in-possession or other Person on account of any
alleged preference or fraudulent transfer received or alleged to have been
received from any Borrower or any other Obligor as the result of any transaction
under the Loan Documents, then in such event any monies paid by Agent in
settlement or satisfaction of such suit, together with all Extraordinary
Expenses incurred by Agent in the defense of same, shall be promptly reimbursed
to Agent by Lenders to the extent of each Lender's Pro Rata share.

                  12.6.3. Without limiting the generality of the foregoing
provisions of this Section 12.6, if at any time (whether prior to or after the
Commitment Termination Date) any action or proceeding shall be brought against
any of the Agent Indemnitees by an Obligor or by any other Person claiming by,
through or under an Obligor, to recover damages for any act taken or omitted by
Agent under any of the Loan Documents or in the performance of any rights,
powers or remedies of Agent against Obligor, any Account Debtor, the Collateral
or with respect to any Revolver Loans, or to obtain any other relief of any kind
on account of any transaction involving any Agent Indemnitees under or in
relation to any of the Loan Documents, Lenders agree to indemnify, defend and
hold the Agent Indemnitees harmless with respect thereto and to pay to the Agent
Indemnitees their respective Pro Rata shares of such amount as the Agent
Indemnitees shall be required to pay by reason of a judgment, decree, or other
order entered in such action or proceeding or by reason of any compromise or
settlement agreed to by the Agent Indemnitees, including all interest and costs
assessed against the Agent Indemnitees in defending or compromising such action,
together with 

                                      -57-
<PAGE>
 
attorneys' fees and other legal expenses paid or incurred by the Agent
Indemnitees in connection therewith; provided, however, that no Lender shall be
liable to any Agent Indemnitee for any of the foregoing to the extent that they
arise solely from the willful misconduct or gross negligence of such Agent
Indemnitee. In Agent's discretion, Agent may also reserve for or satisfy any
such judgment, decree or order from proceeds of Collateral prior to any
distributions therefrom to or for the account of Lenders.

          12.7.   Limitation on Responsibilities of Agent. Agent shall in all
                  ---------------------------------------
cases be fully justified in failing or refusing to act hereunder unless it shall
have received further assurances to its satisfaction from Lenders of their
indemnification obligations under Section 12.6 hereof against any and all Claims
which may be incurred by Agent by reason of taking or continuing to take any
such action. Agent shall not be liable to Lenders (or any Lender's participants)
for any action lawfully taken or omitted to be taken under or in connection with
this Agreement or the other Loan Documents except as a result of actual gross
negligence or willful misconduct on the part of Agent. Agent does not assume any
responsibility for any failure or delay in performance or breach by any Obligor
or any Lender of its obligations under this Agreement or any of the other Loan
Documents. Agent does not make to Lenders, and no Lender makes to Agent or the
other Lenders, any express or implied warranty, representation or guarantee with
respect to the Revolver Loans, the Collateral, the Loan Documents or any
Obligor. Agent shall not be responsible to Lenders, and no Lender shall be
responsible to Agent or the other Lenders, for: (i) any recitals, statements,
information, representations or warranties contained in any of the Loan
Documents or in any certificate or other document furnished pursuant to the
terms hereof; (ii) the execution, validity, genuineness, effectiveness or
enforceability of, any of the Loan Documents; (iii) the validity, genuineness,
enforceability, collectibility, value, sufficiency or existence of any
Collateral, or the perfection or priority of any Lien therein; or (iv) the
assets, liabilities, financial condition, results of operations, business,
creditworthiness or legal status of any Obligor or any Account Debtor. Agent
shall have no obligation to any Lender to ascertain or inquire into the
existence of any Default or Event of Default, the observance or performance by
any Obligor of any of the duties or agreements of such Obligor under any of the
Loan Documents or the satisfaction of any conditions precedent contained in any
of the Loan Documents. Agent may consult with and employ legal counsel,
accountants and other experts and shall be entitled to act upon, and shall be
fully protected in any action taken in good faith reliance upon, any advice
given by such experts.

          12.8.   Successor Agent and Co-Agents.
                  -----------------------------

                  12.8.1. Subject to the appointment and acceptance of a
successor Agent as provided below, Agent may resign at any time by giving
written notice thereof to each Lender and Borrowers. Upon any such resignation,
the Required Lenders, after prior consultation with (but without having to
obtain consent of) each Lender, shall have the right to appoint a successor
Agent which shall be (i) a Lender, (ii) a United States based Affiliate of a
Lender, or (iii) a commercial bank that is organized under the laws of the
United States or of any State thereof and has a combined capital surplus of at
least $100,000,000 (or an asset based lending affiliate of any such bank) and is
reasonably acceptable to Borrowers (and for purposes hereof, any successor to
Fleet shall be deemed acceptable to Borrowers). Upon the acceptance by a
successor Agent of an appointment as an Agent hereunder, such successor Agent
shall thereupon succeed to and become vested with all the rights, powers,
privileges and 

                                      -58-
<PAGE>
 
duties of the retiring Agent without further act, deed or conveyance, and the
retiring Agent shall be discharged from its duties and obligations hereunder. If
a successor Agent shall not have been appointed within 30 days after Agent's
delivery of written notice of its resignation, then Agent shall have the right
to appoint a successor Agent from the group of existing Lenders, which successor
Agent shall thereupon become the Agent. After any retiring Agent's resignation
hereunder as Agent, the provisions of this Section 12 (including the provisions
of Section 12.6 hereof) shall continue in effect for its benefit in respect of
any actions taken or omitted to be taken by it while it was acting as Agent.
Notwithstanding anything to the contrary contained in this Agreement, any
successor by merger or acquisition of the stock or assets of Fleet shall
continue to be Agent hereunder unless such successor shall resign in accordance
with the provisions hereof.

                  12.8.2. It is the purpose of this Agreement that there shall
be no violation of any Applicable Law denying or restricting the right of
financial institutions to transact business as agent in any jurisdiction. It is
recognized that, in case of litigation under any of the Loan Documents, or in
case Agent deems that by reason of present or future laws of any jurisdiction
Agent might be prohibited from exercising any of the powers, rights or remedies
granted to Agent or Lenders hereunder or under any of the Loan Documents or from
holding title to or a Lien upon any Collateral or from taking any other action
which may be necessary hereunder or under any of the Loan Documents, Agent may
appoint an additional Person as a separate collateral agent or co-collateral
agent which is not so prohibited from taking any of such actions or exercising
any of such powers, rights or remedies. If Agent shall appoint an additional
Person as a separate collateral agent or co-collateral agent as provided above,
each and every remedy, power, right, claim, demand or cause of action intended
by any of the Loan Documents to be exercised by or vested in or conveyed to
Agent with respect thereto shall be exercisable by and vested in such separate
collateral agent or co-collateral agent, but only to the extent necessary to
enable such separate collateral agent or co-collateral agent to exercise such
powers, rights and remedies, and every covenant and obligation necessary to the
exercise thereof by such separate collateral agent or co-collateral agent shall
run to and be enforceable by either of them. Should any instrument from Lenders
be required by the separate collateral agent or co-collateral agent so appointed
by Agent in order more fully and certainly to vest in and confirm to him or it
such rights, powers, duties and obligations, any and all of such instruments
shall, on request, be executed, acknowledged and delivered by Lenders whether or
not a Default or Event of Default then exists. In case any separate collateral
agent or co-collateral agent, or a successor to either, shall die, become
incapable of acting, resign or be removed, all the estates, properties, rights,
powers, duties and obligations of such separate collateral agent or
co-collateral agent, so far as permitted by Applicable Law, shall vest in and be
exercised by the Agent until the appointment of a new collateral agent or
successor to such separate collateral agent or co-collateral agent.

          12.9.   Consents, Amendments and Waivers; Out-of-Formula Loans.
                  ------------------------------------------------------

                  12.9.1. No amendment or modification of any provision of this
Agreement shall be effective without the prior written agreement of the Required
Lenders and Borrowers, and no waiver of any Default or Event of Default shall be
effective without the prior written consent of the Required Lenders; provided,
                                                                     --------
however, that, without the prior consent of all Lenders, no waiver of any
-------
Default or Event of Default shall be effective if the Default or Event of
Default relates to Borrower's failure to observe or perform any covenant that
may not be amended 

                                      -59-
<PAGE>
 
without the unanimous written consent of Lenders as hereinafter set forth in
this Section 12.9.1. Notwithstanding the immediately preceding sentence, the
written agreement of all Lenders shall be required to effectuate any amendment,
modification or waiver that would (a) alter the provisions of Sections 2.6, 2.7,
2.8, 2.9, 4.6, 4.7, 5.1, 8.1.8, 12, 14.2 or 14.3, the definitions of
"Availability Reserve," "Borrowing Base" and the other defined terms used in
such definition, "Pro Rata," "Required Lenders" or any provision of this
Agreement obligating Agent to take certain actions at the direction of the
Required Lenders, or any provision of this Agreement regarding the Pro Rata
treatment or obligations of Lenders, (b) increase or otherwise modify any of the
Commitments (other than to reduce proportionately each Lender's Commitment in
connection with any overall reduction in the amount of the Commitments), (c)
alter or amend the rate of interest payable in respect of the Loans (except as
may be expressly authorized by the Loan Documents or as may be necessary, in
Agent's judgement, to comply with Applicable Law), (d) waive or agree to defer
collection of any fee, termination charge or other charge provided for under any
of the Loan Documents (except to the extent that the Required Lenders agree
after and during the continuance of any Event of Default to a waiver or deferral
of any termination charge provided for in Section 5.2.3 hereof) or the unused
line fee in Section 2.2.2 hereof, (e) subordinate the payment of any of the
Obligations to any other Debt or the priority of any Liens granted to Agent
under any of the Loan Documents to Liens granted to any other Person, except as
currently provided in or contemplated by the Loan Documents in connection with
any Borrower's incurrence of Permitted Purchase Money Debt, and except for Liens
granted by an Obligor to financial institutions with respect to amounts on
deposit with such financial institutions to cover returned items, processing and
analysis charges and other charges in the ordinary course of business that
relate to deposit accounts with such financial institutions, (f) alter the time
or amount of repayment of any of the Loans or waive any Event of Default
resulting from nonpayment of the Loans on the due date thereof (or within any
applicable period of grace), (g) forgive any of the Obligations, except any
portion of the Obligations held by a Lender who consents in writing to such
forgiveness, or (h) release any Obligor from liability for any of the
Obligations. In no event shall any amendment to the provisions of Section 3.1.3
be effective without the prior written consent of Fleet. No Lender shall be
authorized to amend or modify any Note held by it unless such amendment or
modification is consented to in writing by all Lenders; provided, however, that
                                                        --------  -------
the foregoing shall not be construed to prohibit an amendment or modification to
any provision of this Agreement that may be effected pursuant to this Section
12.9.1 by agreement of Borrower and the Required Lenders even though such an
amendment or modification results in an amendment or modification of the Notes
by virtue of the incorporation by reference in each of the Notes of this
Agreement. The making of any Loans hereunder by any Lender during the existence
of a Default or Event of Default shall not be deemed to constitute a waiver of
such Default or Event of Default. Any waiver or consent granted by Lenders
hereunder shall be effective only if in writing and then only in the specific
instance and for the specific purpose for which it was given.

                  12.9.2. In connection with any proposed amendment to any of
the Loan Documents or waiver of any of the terms thereof or any Default or Event
of Default thereunder, no Borrower shall solicit, request or negotiate for or
with respect to any such proposed amendment or waiver of any of the provisions
of this Agreement or any of the other Loan Documents unless each Lender shall be
informed thereof by Borrowers or Agent (to the extent known by Agent) and shall
be afforded an opportunity of considering the same and supplied by Borrowers
with sufficient information to enable it to make an informed decision 

                                      -60-
<PAGE>
 
with respect thereto. No Borrower will, directly or indirectly, pay or cause to
be paid any remuneration or other thing of value, whether by way of supplemental
or additional interest, fee or otherwise, to any Lender (in its capacity as a
Lender hereunder) as consideration for or as an inducement to the consent to or
agreement by such Lender with any waiver or amendment of any of the terms and
provisions of this Agreement or any of the other Loan Documents unless such
remuneration or thing of value is concurrently paid, on the same terms, on a Pro
Rata basis to all Lenders.

                  12.9.3. Notwithstanding anything to the contrary contained in
this Agreement, Agent may (unless otherwise directed in writing by Required
Lenders) require Lenders to honor requests for Revolver Loans even though an
Event of Default exists and an Out-of-Formula Condition exists or would result
from the funding of such Revolver Loan so long as (a) the Revolver Loans
requested are to be used for the payment of payroll, payroll taxes and other
items deemed necessary by Agent to sustain either Borrowers' business; (b) after
giving effect to the funding of such Out-of-Formula Loans requested by Borrower,
the Out-of-Formula Condition is not increased by more than $500,000 above the
amount determined by Agent to exist on the date of discovery thereof; and (c)
the Out-of-Formula Condition is not permitted to exist for more than 5 Business
Days.

          12.10.  Due Diligence and Non-Reliance. Each Lender hereby
                  ------------------------------
acknowledges and represents that it has, independently and without reliance upon
Agent or the other Lenders, and based upon such documents, information and
analyses as it has deemed appropriate, made its own credit analysis of each
Obligor and its own decision to enter into this Agreement, to fund the Loans to
be made by it hereunder and to purchase participations in the LC Obligations
pursuant to Section 1.3.2 hereof and each Lender has made such inquiries
concerning the Loan Documents, the Collateral and each Obligor as such Lender
feels necessary and appropriate, and has taken such care on its own behalf as
would have been the case had it entered into the other Loan Documents without
the intervention or participation of the other Lenders or Agent. Each Lender
hereby further acknowledges and represents that the other Lenders and Agent have
not made any representations or warranties to it concerning any Obligor, any of
the Collateral or with respect to the legality, validity, sufficiency or
enforceability of any of the Loan Documents. Each Lender also hereby
acknowledges that it will, independently and without reliance upon the other
Lenders or Agent, and based upon such financial statements, documents and
information as it deems appropriate at the time, continue to make and rely upon
its own credit decisions in making Loans and in taking or refraining to take any
other action under this Agreement or any of the other Loan Documents. Except for
notices, reports and other information expressly required to be furnished to
Lenders by Agent hereunder, Agent shall not have any duty or responsibility to
provide any Lender with any notices, reports or certificates furnished to Agent
by any Obligor or any credit or other information concerning the affairs,
financial condition, business or Properties of any Obligor (or any of its
Affiliates) which may come into possession of Agent or any of Agent's
Affiliates.

          12.11.  Representations and Warranties of Lenders. By its execution of
                  -----------------------------------------
this Agreement, each Lender hereby represents and warrants to each Borrower and
the other Lenders that it has the power to enter into and perform its
obligations under this Agreement and the other Loan Documents, and that it has
taken all necessary and appropriate action to authorize its execution and
performance of this Agreement and the other Loan Documents will 

                                      -61-
<PAGE>
 
be binding upon it and the obligations imposed upon it herein or therein will be
enforceable against it in accordance with the respective terms of such
documents.

          12.12.  The Required Lenders. As to any provisions of this Agreement
                  --------------------
or the other Loan Documents under which action may or is required to be taken
upon direction or approval of the Required Lenders, the direction or approval of
the Required Lenders shall be binding upon each Lender to the same extent and
with the same effect as if each Lender had joined therein. Notwithstanding
anything to the contrary contained in this Agreement, Borrowers shall not be
deemed to be a beneficiary of, or be entitled to enforce, sue upon or assert as
a defense to any of the Obligations, any provisions of this Agreement that
requires Agent or any Lender to act, or conditions their authority to act, upon
the direction or consent of the Required Lenders; and any action taken by Agent
or any Lender that requires the consent or direction of the Required Lenders as
a condition to taking such action shall, insofar as Borrowers are concerned, be
presumed to have been taken with the requisite consent or direction of the
Required Lenders.

          12.13.  Several Obligations. The obligations and commitments of each
                  -------------------
Lender under this Agreement and the other Loan Documents are several and neither
Agent nor any Lender shall be responsible for the performance by the other
Lenders of its obligations or commitments hereunder or thereunder.
Notwithstanding any liability of Lenders stated to be joint and several to third
Persons under any of the Loan Documents, such liability shall be shared, as
among Lenders, Pro Rata according to the respective Commitments of Lenders.

          12.14.  Agent in its Individual Capacity. With respect to its
                  --------------------------------
obligation to lend under this Agreement, the Loans made by it and each Note
issued to it, Agent shall have the same rights and powers hereunder and under
the other Loan Documents as any other Lender or holder of a Note and may
exercise the same as though it were not performing the duties specified herein;
and the terms "Lenders," "Required Lenders," or any similar term shall, unless
the context clearly otherwise indicates, include Agent in its capacity as a
Lender. Agent and its Affiliates may each accept deposits, maintain deposits or
credit balances for, invest in, lend money to, act as trustee under indentures
of, serve as financial advisor to, and generally engage in any kind of business
with any Borrower or any other Obligor, or any affiliate of a Borrower or any
other Obligor, as if it were any other bank and without any duty to account
therefor to the other Lenders.

          12.15.  No Third Party Beneficiaries. This Section 12 is not intended
                  ----------------------------
to confer any rights or benefits upon any Borrower or any other Person except
Lenders and Agent, and no Person (including any or all Borrowers) other than
Lenders and Agent shall have any right to enforce any of the provisions of this
Section 12 except as expressly provided in Section 12.17 hereof. As between
Borrowers and Agent, any action that Agent may take or purport to take on behalf
of Lenders under any of the Loan Documents shall be conclusively presumed to
have been authorized and approved by Lenders as herein provided.

          12.16.  Notice of Transfer. Agent may deem and treat a Lender party to
                  ------------------
this Agreement as the owner of such Lender's portion of the Revolver Loans for
all purposes, unless and until a written notice of the assignment or transfer
thereof executed by such Lender has been received by Agent.

                                      -62-
<PAGE>
 
          12.17.  Replacement of Certain Lenders. If a Lender ("Affected
                  ------------------------------
Lender") shall have (i) failed to fund its Pro Rata share of any Loan requested
by Borrowers which such Lender is obligated to fund under the terms of this
Agreement and which such failure has not been cured, (ii) requested compensation
from Borrowers under Section 2.7 to recover increased costs incurred by such
Lender (or its parent or holding company) which are not being incurred generally
by the other Lenders (or their respective parents or holding companies), or
(iii) delivered a notice pursuant to Section 2.6 hereof claiming that such
Lender is unable to extend LIBOR Loans to Borrowers for reasons not generally
applicable to the other Lenders, then, in any such case and in addition to any
other rights and remedies that Agent, any other Lender or any Borrower may have
against such Affected Lender, any Borrower or Agent may make written demand on
such Affected Lender (with a copy to Agent in the case of a demand by a Borrower
and a copy to Borrowers in the case of a demand by Agent) for the Affected
Lender to assign, and such Affected Lender shall assign pursuant to one or more
duly executed Assignment and Acceptances within 5 Business Days after the date
of such demand, to one or more Lenders willing to accept such assignment or
assignments, or to one or more Eligible Assignees designated by Agent, all of
such Affected Lender's rights and obligations under this Agreement (including
its Commitments and all Loans owing to it) in accordance with Section 13 hereof.
Agent is hereby irrevocably authorized to execute one or more Assignment and
Acceptances as attorney-in-fact for any Affected Lender which fails or refuses
to execute and deliver the same within 5 Business Days after the date of such
demand. The Affected Lender shall be entitled to receive, in cash and
concurrently with execution and delivery of each such Assignment and Acceptance,
all amounts owed to the Affected Lender hereunder or under any other Loan
Document, including the aggregate outstanding principal amount of the Revolver
Loans owed to such Lender, together with accrued interest thereon through the
date of such assignment. Upon the replacement of any Affected Lender pursuant to
this Section 12.17, such Affected Lender shall cease to have any participation
in, entitlement to, or other right to share in the Liens of Agent in any
Collateral and such Affected Lender shall have no further liability to Agent,
any Lender or any other Person under any of the Loan Documents (except as
provided in Section 12.6 hereof as to events or transactions which occur prior
to the replacement of such Affected Lender), including any commitment to make
loans or purchase participations in LC Obligations.

          12.18.  Remittance of Payments and Collections.
                  --------------------------------------

                  12.18.1. All payments by any Lender to Agent shall be made not
later than the time set forth elsewhere in this Agreement on the Business Day
such payment is due; provided, however, that if such payment is due on demand by
                     --------  -------
Agent and such demand is made on the paying Lender after 11:00 a.m. on such
Business Day, then payment shall be made by 11:00 a.m. on the next Business Day.
Payment by Agent to any Lender shall be made by wire transfer, promptly
following Agent's receipt of funds for the account of such Lender and in the
type of funds received by Agent; provided, however, that if Agent receives such
                                 --------  -------
funds at or prior to 1:00 p.m., Agent shall pay such funds to such Lender by
2:00 p.m. on such Business Day, but if Agent receives such funds after 1:00
p.m., Agent shall pay such funds to such Lender by 2:00 p.m. on the next
Business Day.

                  12.18.2. With respect to the payment of any funds from Agent
to a Lender or from a Lender to Agent, the party failing to make full payment
when due pursuant to the terms hereof shall, on demand by the other party, pay
such amount together with interest 

                                      -63-
<PAGE>
 
thereon at the Federal Funds Rate. In no event shall Borrowers be entitled to
receive any credit for any interest paid by Agent to any Lender, or by any
Lender to Agent, at the Federal Funds Rate as provided herein.

SECTION 13.       BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS

          13.1.   Successors and Assigns. This Agreement shall be binding upon
                  ----------------------
and inure to the benefit of Borrowers, Agent and Lenders and their respective
successors and assigns (which, in the case of Agent, shall include any successor
Agent appointed pursuant to Section 12.8 hereof), except that (i) no Borrower
shall have the right to assign its rights or delegate performance of any of its
obligations under any of the Loan Documents and (ii) any assignment by any
Lender must be made in compliance with Section 13.3 hereof. Agent may treat the
payee of any Note as the owner thereof for all purposes hereof unless and until
such payee complies with Section 13.3 in the case of an assignment thereof or,
in the case of any other transfer, a written notice of the transfer is filed
with Agent. Any assignee or transferee of a Note agrees by acceptance thereof to
be bound by all the terms and provisions of the Loan Documents. Any request,
authority or consent of any Person, who at the time of making such request or
giving such authority or consent is the holder of a 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.

          13.2.   Participations.
                  --------------

                  13.2.1. Permitted Participants; Effect. Any Lender, upon the
                          ----------------------
prior written consent of Borrower (unless the participation is to an Affiliate
of the Lender or occurs at such time an Event of Default exists), which consent
shall not be unreasonably withheld or delayed, may, in the ordinary course of
its business and in accordance with Applicable Law, at any time sell to one or
more banks or other financial institutions (each a "Participant") participating
interest in any of the Obligations owing to such Lender, any Commitment of such
Lender or any other interest of such Lender under any of the Loan Documents;
provided that, such approval shall not be unreasonably withheld or delayed, and
--------
if Borrowers do not find the participant to be acceptable, Borrowers may within
120 days of such participation, terminate this Agreement and indefeasibly pay in
full all of the Obligations without any requirement that they pay the
termination charges pursuant to 5.2.3 hereof. In the event of any such sale by a
Lender of participating interests to a Participant, such Lender's obligations
under the Loan Documents shall remain unchanged, such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
such Lender shall remain the holder of any Note for all purposes under the Loan
Documents, all amounts payable by Borrowers under this Agreement and any of the
Notes shall be determined as if such Lender had not sold such participating
interests, and Borrowers and Agent shall continue to deal solely and directly
with such Lender in connection with such Lender's rights and obligations under
the Loan Documents. If a Lender sells a participation to a Person other than an
Affiliate of such Lender, then such Lender shall give prompt written notice
thereof to Borrowers and the other Lenders.

                  13.2.2. Voting Rights. Each Lender shall retain the sole right
                          -------------
to approve, without the consent of any Participant, any amendment, modification
or waiver of any provision of the Loan Documents other than an amendment,
modification or waiver with 

                                      -64-
<PAGE>
 
respect to any Loans or Commitment in which such Participant has an interest
which forgives principal, interest or fees or reduces the stated interest rate
or the stated rates at which fees are payable with respect to any such Loan or
Commitment, postpones the Commitment Termination Date, or any date fixed for any
regularly scheduled payment of interest or fees on such Loan or Commitment, or
releases from liability any Borrower or any Guarantor or releases any
substantial portion of any of the Collateral.

                  13.2.3. Benefit of Set-Off. Each Borrower agrees that each
                          ------------------
Participant shall be deemed to have the right of set-off provided in Section
11.4 hereof in respect of its participating interest in amounts owing under the
Loan Documents to the same extent and subject to the same requirements under
this Agreement (including Section 12.5) as if the amount of its participating
interest were owing directly to it as a Lender under the Loan Documents,
provided that each Lender shall retain the right of set-off provided in Section
11.4 hereof with respect to the amount of participating interests sold to each
Participant. Lenders agree to share with each Participant, and each Participant
by exercising the right of set-off provided in Section 11.4 agrees to share with
each Lender, any amount received pursuant to the exercise of its right of
set-off, such amounts to be shared in accordance with Section 12.5 hereof as if
each Participant were a Lender.

          13.3.   Assignments.
                  -----------

                  13.3.1. Permitted Assignments. Any Lender may, in the ordinary
                          ---------------------
course of its business and in accordance with Applicable Law, at any time assign
to any Eligible Assignee all or any part of its rights and obligations under the
Loan Documents, so long as (i) each assignment is of a constant, and not a
varying, ratable percentage of all of the transferor Lender's rights and
obligations under the Loan Documents with respect to the Loans and the LC
Obligations and, in the case of a partial assignment, is in a minimum principal
amount of $10,000,000 and integral multiples of $10,000,000 in excess of that
amount; (ii) except in the case of an assignment in whole of a Lender's rights
and obligations under the Loan Documents or an assignment by one original
signatory to this Agreement to another such signatory, immediately after giving
effect to any assignment, the aggregate amount of the Commitments retained by
the transferor Lender shall in no event be less than $20,000,000; and (iii) the
parties to each such assignment shall execute and deliver to Agent, for its
acceptance and recording, an Assignment and Acceptance. The consent of Agent
(and, provided no Default or Event of Default exists, Borrowers, which consent
shall not be unreasonably withheld or delayed) shall be required prior to an
assignment becoming effective with respect to an Eligible Assignee which is not
a Lender or an Affiliate of a Lender, and such assignment shall not become
effective until such time as notice thereof is given to Borrowers and Agent in
substantially the form of Exhibit G attached hereto. In the event any Lender
                          ---------
desires to assign to one or more Eligible Assignee for which Borrowers' approval
is required, such Lender shall give Borrowers and Agent notice of this intent
and Borrowers shall have 20 days to approve the assignment. If Borrowers do not
find the participant or assignee to be acceptable, Borrowers may within 120 days
of such assignment, terminate this Agreement and indefeasibly pay in full all of
the Obligations without any requirement that they pay the termination charges
pursuant to 5.3.2 hereof. If Borrowers do not approve the assignment within such
20-day period, then Required Lenders may terminate this Agreement upon 120 days
written notice to Borrowers. In the event of termination by Required Lenders
under this Section, no prepayment premium shall be due or payable. Nothing
contained herein shall 

                                      -65-
<PAGE>
 
limit in any way the right of Lenders to assign (i) to any Eligible Assignee all
of their rights and obligations under the Loan Documents or (ii) all or any
portion of the Loans owing to it to any Federal Reserve Bank or the United
States Treasury as collateral security pursuant to Regulation A of the Board of
Governors and any Operating Circular issued by such Federal Reserve Bank,
provided that in the case of this clause (ii) any payment in respect of such
assigned Loans made by Borrowers to the assigning Lender in accordance with the
terms of this Agreement shall satisfy Borrowers' obligations hereunder in
respect of such assigned Loans to the extent of such payment, but no such
assignment shall release the assigning Lender from its obligations hereunder. If
a Lender (a "Non-continuing Lender") elects not to continue as a Lender at the
end of the Original Term or any Renewal Term or as a result of Borrowers'
refusal to consent to a participation or assignment by such Lender and the other
Lenders wish to continue as Lenders hereunder, upon 120 days prior written
notice of such election by the Non-continuing Lender given prior to the end of
the Original Term or any Renewal Term or following receipt of Borrowers' non-
approval, the remaining Lenders shall purchase the Non-continuing Lender's
interest in the Loans and Obligations in an amount equal to the principal,
accrued interest and share of fees, if any, of such Lender's interest in the
Loans and Obligations at such date.

                  13.3.2. Effect; Effective Date. Upon delivery to Agent of a
                          ----------------------
notice of assignment substantially in the form attached as Exhibit G hereto,
                                                           ---------
together with any consents required by Section 13.3.1, such assignment shall
become effective on the effective date specified in such notice of assignment.
On and after the effective date of such assignment, such Eligible Assignee shall
for all purposes be a Lender party to the Agreement and any other Loan Document
executed by the Lenders and shall have all the rights and obligations of the
Lender under the Loan Documents to the same extent as if it were an original
party thereto, and no further consent or action by Borrowers, Lenders or Agent
shall be required to release the transferor Lender with respect to the
Commitment (or portion thereof) of such Lender and Obligations assigned to such
Eligible Assignee. Upon the consummation of any assignment to an Eligible
Assignee pursuant to this Section 13.3.2, the transferor Lender, Agent and
Borrowers shall make appropriate arrangements so that replacement Notes are
issued to such transferor Lender and new Notes or, as appropriate, replacement
Notes, are issued to such Eligible Assignee, in each case in principal amounts
reflecting their respective Commitments, as adjusted pursuant to such
assignment.

                  13.3.3. Dissemination of Information. Each Borrower authorizes
                          ----------------------------
each Lender and Agent to disclose to any Participant, any Eligible Assignee or
any other Person acquiring an interest in the Loan Documents by operation of law
(each a "Transferee"), and any prospective Transferee, any and all information
in Agent's or such Lender's possession concerning each Borrower, the
Subsidiaries of each Borrower or the Collateral, subject to appropriate
confidentiality undertakings on the part of such Transferee.

          13.4.   Reserved.
                  --------

          13.5.   Tax Treatment. If any interest in any Loan Document is
                  -------------
transferred to any Transferee that is organized under the laws of any
jurisdiction other than the United States or any State thereof, the transferor
Lender shall cause such Transferee, concurrently with the effectiveness of such
transfer, to comply with the provisions of Section 4.10 hereof.

                                      -66-
<PAGE>
 
SECTION 14.       MISCELLANEOUS

          14.1.   Power of Attorney. Each Borrower hereby irrevocably
                  -----------------
designates, makes, constitutes and appoints Agent (and all Persons designated by
Agent) as such Borrower's true and lawful attorney (and agent-in-fact) and
Agent, or Agent's designee, may, without notice to such Borrower and in either
such Borrower's or Agent's name, but at the cost and expense of Borrowers:

                  14.1.1. At such time or times as Agent or said designee, in
its sole discretion, may determine, endorse such Borrower's name on any Payment
Item or proceeds of the Collateral which come into the possession of Agent or
under Agent's control.

                  14.1.2. At such time or times upon or after the occurrence of
an Event of Default as Agent or Agent's designee in its sole discretion may
determine: (i) demand payment of the Accounts from the Account Debtors, enforce
payment of the Accounts by legal proceedings or otherwise, and generally
exercise all of such Borrower's rights and remedies with respect to the
collection of the Accounts; (ii) settle, adjust, compromise, discharge or
release any of the Accounts or other Collateral or any legal proceedings brought
to collect any of the Accounts or other Collateral; (iii) sell or assign any of
the Accounts and other Collateral upon such terms, for such amounts and at such
time or times as Agent deems advisable; (iv) take control, in any manner, of any
item of payment or proceeds relating to any Collateral; (v) prepare, file and
sign such Borrower's name to a proof of claim in bankruptcy or similar document
against any Account Debtor or to any notice of lien, assignment or satisfaction
of Lien or similar document in connection with any of the Collateral; (vi)
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
Agent may designate; (vii) endorse the name of such Borrower upon any of the
items of payment or proceeds relating to any Collateral and deposit the same to
the account of Agent on account of the Obligations; (viii) endorse the name of
such Borrower upon any chattel paper, document, instrument, invoice, freight
bill, bill of lading or similar document or agreement relating to any Accounts
or Inventory of any Obligor and any other Collateral; (ix) use such Borrower's
stationery and sign the name of such Borrower to verifications of the Accounts
and notices thereof to Account Debtors; (x) use the information recorded on or
contained in any data processing equipment and computer hardware and software
relating to the Accounts, Inventory, Equipment and any other Collateral; (xi)
make and adjust claims under policies of insurance; and (xii) do all other acts
and things necessary, in Agent's determination, to fulfill such Borrower's
obligations under this Agreement.

          14.2.   General Indemnity. Each Borrower hereby agrees to indemnify
                  -----------------
and defend the Agent Indemnitees and the Lender Indemnitees and to hold the
Agent Indemnitees and the Lender Indemnitees harmless from and against any Claim
ever suffered or incurred by any of the Agent Indemnitees or Lender Indemnitees
arising out of or related to this Agreement or any of the other Loan Documents,
the performance by Agent or Lenders of their duties or the exercise of any of
their rights or remedies hereunder, or the result of any Borrower's failure to
observe, perform or discharge any of Borrowers' duties hereunder. Each Borrower
shall also indemnify and defend the Agent Indemnitees and the Lender Indemnitees
against and save the Agent Indemnitees and the Lender Indemnitees harmless from
all Claims of any Person arising out of, related to, or with respect to any
transactions entered into pursuant to 

                                      -67-
<PAGE>
 
this Agreement or Agent's Lien upon the Collateral. Without limiting the
generality of the foregoing, these indemnities shall extend to any Claims
asserted against any of the Agent Indemnitees and the Lender Indemnitees by any
Person under any Environmental Laws or similar laws by reason of any Borrower's
or any other Person's failure to comply with laws applicable to solid or
hazardous waste materials or other toxic substances. Additionally, if any Taxes
(excluding Taxes imposed upon or measured solely by the net income of Agent and
Lenders, but including, any intangibles tax, stamp tax, recording tax or
franchise tax) shall be payable by Agent or any Obligor on account of the
execution or delivery of this Agreement, or the execution, delivery, issuance or
recording of any of the other Loan Documents, or the creation or repayment of
any of the Obligations hereunder, by reason of any Applicable Law now or
hereafter in effect, Borrowers will pay (or will promptly reimburse Agent and
Lenders for the payment of) all such Taxes, including any interest and penalties
thereon, and will indemnify and hold Agent Indemnitees and Lender Indemnitees
harmless from and against liability in connection therewith. The foregoing
indemnities shall not apply to protect any of the Agent Indemnitees or Lender
Indemnitees for the consequences of their own gross negligence or willful
misconduct.

          14.3.   Survival of All Indemnities. Notwithstanding anything to the
                  ---------------------------
contrary in this Agreement or any of the other Loan Documents, the obligation of
each Borrower and each Lender with respect to each indemnity given by it in this
Agreement, whether given by such Borrower to Agent Indemnitees or Lender
Indemnitees or by any Lender to any Agent Indemnitees, shall survive the payment
in full of the Obligations and the termination of any of the Commitments.

          14.4.   Modification of Agreement. This Agreement may not be modified,
                  -------------------------
altered or amended, except by an agreement in writing signed by Borrowers, Agent
and Lenders (or, where otherwise allowed by Section 12 hereof, the Required
Lenders); provided, however, that no consent, written or otherwise, of any
Borrower shall be necessary or required in connection with any amendment of any
of the provisions of Section 12 (other than Section 12.17) or any other
provision of this Agreement that affects only the rights, duties and
responsibilities of Lenders and Agent as among themselves so long as no such
amendment imposes any additional obligations on Borrowers.

          14.5.   Severability. Wherever possible, each provision of this
                  ------------
Agreement shall be interpreted in such manner as to be effective and valid under
Applicable Law, but if any provision of this Agreement shall be prohibited by or
invalid under Applicable Law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.

          14.6.   Cumulative Effect; Conflict of Terms. To the fullest extent
                  ------------------------------------
permitted by Applicable Law, the provisions of the Other Agreements and the
Security Documents are hereby made cumulative with the provisions of this
Agreement. Except as otherwise provided in any of the other Loan Documents by
specific reference to the applicable provision of this Agreement, if any
provision contained in this Agreement is in direct conflict with, or
inconsistent with, any provision in any of the other Loan Documents, the
provision contained in this Agreement shall govern and control.

                                      -68-
<PAGE>
 
         14.7. Execution in Counterparts. This Agreement and any amendments
               -------------------------
hereto may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which counterparts taken together
shall constitute but one and the same instrument.

         14.8. Agent's or Required Lenders' Consent. Whenever Agent's, Lenders'
               ------------------------------------
or Required Lenders' consent is required to be obtained under this Agreement or
any of the other Loan Documents as a condition to any action, inaction,
condition or event, Agent and each Lender shall be authorized to give or
withhold its consent in its sole and absolute discretion and to condition its
consent upon the giving of additional collateral security for the Obligations,
the payment of money or any other matter.

         14.9. Notice. All notices, requests and demands to or upon a party
               ------
hereto shall be in writing and shall be sent by certified or registered mail,
return receipt requested, personal delivery against receipt or by telecopier or
other facsimile transmission and shall be deemed to have been validly served,
given or delivered when delivered against receipt or 3 Business Days after
deposit in the U.S. mail, certified mail postage prepaid, or, in the case of
facsimile transmission, when received (if on a Business Day and, if not received
on a Business Day, then on the next Business Day after receipt) at the office
where the noticed party's telecopier is located, in each case addressed to the
noticed party at the address shown for such party on the signature page hereof
or, in the case of a Person who becomes a Lender after the date hereof, at the
address shown on the Assignment and Acceptance by which such Person became a
Lender. Any written notice or demand that is not sent in conformity with the
provisions hereof shall nevertheless be effective on the date that such notice
is actually received by the noticed party.

         14.10. Credit Inquiries. Each Borrower hereby authorizes and permits
                ----------------
Agent and Lenders (but Agent and Lenders shall have no obligation) to respond to
usual and customary credit inquiries from third parties concerning such Borrower
or any of its Subsidiaries.

         14.11. Time of Essence. Time is of the essence of this Agreement, the
                ---------------
Agreements and the Security Documents.

         14.12. Entire Agreement; Appendix A, Exhibits and Schedules. This
                ----------------------------------------------------
Agreement and the other Loan Documents, together with all other instruments,
agreements and certificates executed by the parties in connection therewith or
with reference thereto, embody the entire understanding and agreement between
the parties hereto and thereto with respect to the subject matter hereof and
thereof and supersede all prior agreements, understandings and inducements,
whether express or implied, oral or written. Appendix A, each of the Exhibits
and each of the Schedules attached hereto are incorporated into this Agreement
and by this reference made a part hereof.

         14.13. Interpretation. No provision of this Agreement or any of the
                --------------
other Loan Documents shall be construed against or interpreted to the
disadvantage of any party hereto by any court or other governmental or judicial
authority by reason of such party having or being deemed to have structured or
dictated such provision.

                                     -69-
<PAGE>
 
         14.14. Obligations of Lenders Several. The obligations of each Lender
                ------------------------------
hereunder are several, and no Lender shall be responsible for the obligations or
Commitment of any other Lender. Nothing contained in this Agreement and no
action taken by Lenders pursuant hereto shall be deemed to constitute the
Lenders to be a partnership, association, joint venture or any other kind of
entity. The amounts payable at any time hereunder to each Lender shall be a
separate and independent debt, and each Lender shall be entitled, to the extent
not otherwise restricted hereunder, to protect and enforce its rights arising
out of this Agreement and any of the other Loan Documents and it shall not be
necessary for Agent or any other Lender to be joined as an additional party in
any proceeding for such purpose.

         14.15. Governing Law; Consent To Forum. This Agreement has been
                -------------------------------
negotiated, executed and delivered at and shall be deemed to have been made in
Glastonbury, Connecticut. This Agreement shall be governed by and construed in
accordance with the laws of the State of Connecticut; provided, however, that if
                                                      --------  -------
any of the Collateral shall be located in any jurisdiction other than
Connecticut, the laws of such jurisdiction shall govern the method, manner and
procedure for foreclosure of Agent's Lien upon such Collateral and the
enforcement of Agent's other remedies in respect of such Collateral to the
extent that the laws of such jurisdiction are different from or inconsistent
with the laws of the State of Connecticut. As part of the consideration for new
value received, and regardless of any present or future domicile or principal
place of business of any Borrower, any Lender or Agent, each Borrower hereby
consents and agrees that the State of Connecticut Superior Court Juridicial
District of Hartford/New Britain at Hartford, or, at Agent's option, the United
States District Court for the District of Connecticut, Hartford Division, shall
have jurisdiction to hear and determine any claims or disputes among Borrowers,
Agent and Lenders pertaining to this Agreement or to any matter arising out of
or related to this Agreement. Each Borrower expressly submits and consents in
advance to such jurisdiction in any action or suit commenced in any such Court,
and each Borrower hereby waives any objection which such Borrower may have based
upon lack of personal jurisdiction, improper venue or forum non conveniens and
                                                      ----- --- ----------
hereby consents to the granting of such legal or equitable relief as is deemed
appropriate by such Court. Each Borrower hereby waives personal service of the
summons, complaint and other process issued in any such action or suit and
agrees that service of such summons, complaint and other process may be made by
certified mail addressed to such Borrower at the address set forth in this
Agreement and that service so made shall be deemed completed upon the earlier of
such Borrower's actual receipt thereof or 3 days after deposit in the U.S.
mails, proper postage prepaid. Nothing in this Agreement shall be deemed or
operate to affect the right of Agent to serve legal process in any other manner
permitted by law, or to preclude the enforcement by Agent of any judgment or
order obtained in such forum or the taking of any action under this Agreement to
enforce same in any other appropriate forum or jurisdiction.

         14.16. Waivers by Borrowers. Each Borrower waives (i) the right to
                --------------------
trial by jury (which Agent and each Lender hereby also waives) in any action,
suit, proceeding or counterclaim of any kind arising out of or related to any of
the Loan Documents, the Obligations or the Collateral; (ii) presentment, demand
and protest and notice of presentment, protest, default, non payment, maturity,
release, compromise, settlement, extension or renewal of any or all commercial
paper, accounts, contract rights, documents, instruments, chattel paper and
guaranties at any time held by Agent on which such Borrower may in any way be
liable and hereby ratifies and confirms whatever

                                     -70-
<PAGE>
 
Agent may do in this regard; (iii) notice prior to taking possession or control
of the Collateral or any bond or security which might be required by any court
prior to allowing Agent to exercise any of Agent's remedies; (iv) the benefit of
all valuation, appraisement and exemption laws; and (v) notice of acceptance
hereof. Each Borrower acknowledges that the foregoing waivers are a material
inducement to Agent's and Lender's entering into this Agreement and that Agent
and Lenders are relying upon the foregoing waivers in its future dealings with
Borrowers. Each Borrower warrants and represents that it has reviewed the
foregoing waivers with its legal counsel and has knowingly and voluntarily
waived its jury trial rights following consultation with legal counsel. In the
event of litigation, this Agreement may be filed as a written consent to a trial
by the Court. Each Borrower hereby waives such rights as it may have to notice
and/or hearing under any applicable federal or state laws including, without
limitation, Connecticut General Statutes Sections 52-278a, et seq., as amended,
pertaining to the exercise by Agent and Lenders of such rights as the Agent and
Lenders may have including, but not limited to, the right to seek prejudgement
remedies and/or deprive Borrowers or any Guarantor of or affect the use of or
possession or enjoyment of any Borrower's or any Guarantor's property prior to
the rendition of a final judgment against any Borrower or any Guarantor. Each
Borrower further waives any right it may have to require Agent and Lenders to
provide a bond or other security as a precondition to or in connection with any
prejudgment remedy sought by Agent and Lenders, and waive any objection to the
issuance of such prejudgment remedy based on any offsets, claims, defenses or
counterclaims to any action brought by Agent and Lenders. Each Borrower hereby
represents covenants and agrees that the proceeds of the Loans evidenced by this
Agreement shall be used for general commercial purposes and that such Loans
constitute a "commercial transaction" as defined by the statutes of the State of
Connecticut.

                                     -71-
<PAGE>
 
         14.17. Not an "Alabama" Transaction Borrowers, Agent, and Lenders
                ----------------------------
expressly acknowledge and agree that (i) Borrowers' obligations hereunder were
not issued in the State of Alabama, and none of the Loan Documents were entered
into or delivered in the State of Alabama, and (ii) the transactions
contemplated by this Agreement and the related documents are intended to be
transactions in interstate commerce within the meaning of the Constitution of
the United States of America. If, notwithstanding the foregoing, any court of
competent jurisdiction should reach a contrary conclusion, each Borrower hereby
expressly waives, disclaims, and agrees not to assert or otherwise seek to
invoke any right, remedy, or option under or as a result of any applicable law
of the State of Alabama relating to the transacting of business in Alabama. Each
Borrower further acknowledges and agrees that it cannot require the Agent or any
Lender to perform any of its obligations hereunder in the State of Alabama,
other than the obligation to terminate or release Liens in the Collateral upon
the indefeasible payment in full of the Obligations.

                    [This space is intentionally left blank]

                                     -72-
<PAGE>
 
         IN WITNESS WHEREOF, this Agreement has been duly executed on the day
and year specified at the beginning of this Agreement.



                                     BORROWERS:
                                     ---------

                                     GULF STATES STEEL, INC. OF ALABAMA


                                     By:   /s/ Jeffrey S. Stein
                                        ---------------------------------------
                                           Jeffrey S. Stein, Vice-President and
                                           Assistant Secretary

                                     Address:
                                     174 South 26th Street
                                     Gadsden, Alabama  35904
                                     Attention:  President
                                     Telecopier No.:  (205) 543-6218
                                     --------------



                                     ALABAMA STRUCTURAL BEAM CORP.


                                     By:   /s/ Jeffrey S. Stein
                                        ---------------------------------------
                                           Jeffrey S. Stein, Vice-President and
                                           Assistant Secretary

                                     Address:
                                     174 South 26th Street
                                     Gadsden, Alabama  35904
                                     Attention:  President
                                     Telecopier No.:  (205) 543-6218
                                     ---------------





                    (Signatures continued on following page)



                                     -73-

<PAGE>
 
                                            LENDERS:
                                            -------

                                            FLEET CAPITAL CORPORATION


Revolver Commitment: $35,000,000            By: /s/ Timothy J. Broderick
Equipment Loan Commitment: $5,000,000          ---------------------------------
Total Commitment:  $40,000,000              Title: Senior Vice President
                                                  ------------------------------

                                            LIBOR Lending Office:
                                            200 Glastonbury Boulevard
                                            Glastonbury, Connecticut 06033
                                            Attention:  Office Head
                                            Telecopier No.:  (860) 657-7759
                                            --------------


                                            CONGRESS FINANCIAL CORPORATION



Revolver Commitment: $35,000,000            By: /s/ Edward I. Shifman
Equipment Loan Commitment: $5,000,000          ---------------------------------
Total Commitment:  $40,000,000              Title: Senior Vice President
                                                  ------------------------------
                                            LIBOR Lending Office:
                                            One Post Office Square
                                            Boston, Massachusetts  02109
                                            Attention:  Mr. Marc Swartz
                                            Telecopier No.:  (617) 338-1497
                                            --------------


                                            AGENT:
                                            -----

                                            FLEET CAPITAL CORPORATION,
                                            as Agent


                                            By: /s/ Timothy J. Broderick
                                               ---------------------------------
                                            Title: Senior Vice President
                                                  ------------------------------
                                            Address:
                                            200 Glastonbury Boulevard
                                            Glastonbury, Connecticut  06033
                                            Attention:  Office Head
                                            Telecopier No.:  (860) 657-7759
                                            --------------


                                     -74-
<PAGE>
 
                                   APPENDIX A


                               GENERAL DEFINITIONS




         When used in the Loan and Security Agreement dated November 13, 1997
(as at any time amended, the "Loan Agreement"), by and among GULF STATES STEEL,
INC. OF ALABAMA ("GSS"), an Alabama corporation with its chief executive office
and principal place of business at 174 South 26th Street, Gadsden, Alabama
35904; ALABAMA STRUCTURAL BEAM CORP. ("ASB"), an Alabama corporation with its
chief executive office and principal place of business at 174 South 26th Street,
Gadsden, Alabama 35904; (GSS and ASB being referred to collectively as
"Borrowers," and individually as a "Borrower"); the various financial
institutions listed on the signature pages thereto and their respective
successors and assigns which become "Lenders" as provided therein (such
financial institutions and their respective successors and assigns referred to
collectively herein as "Lenders," and individually as a "Lender"), and FLEET
CAPITAL CORPORATION, in its capacity as Agent for itself and the Lenders (in
such capacity, "Agent"), the following terms shall have the following meanings
(terms defined in the singular to have the same meaning when used in the plural
and vice versa):

                   Account - shall have the meaning given to "account" in the
                   -------
                   UCC.

                   Account Debtor - any Person who is or may become obligated
                   --------------
                   under or on account of an Account.

                   Accounts Formula Amount - on any date of determination
                   -----------------------
                   thereof, a amount equal to 85% of the net amount of Eligible
                   Accounts on such date. As used herein, the phrase "net amount
                   of Eligible Accounts" shall mean the face amount of such
                   Accounts on any date less any and all returns, rebates,
                   discounts (which may, at Agent's option, be calculated on
                   shortest terms), credits, allowances or Taxes (including
                   sales, excise or other taxes) at any time issued, owing,
                   claimed by Account Debtors, granted, outstanding or payable
                   in connection with, or any interest accrued on the amount of,
                   such Accounts at such date.

                   Adjusted LIBOR Rate - with respect to each Interest Period
                   -------------------
                   for a LIBOR Loan, an interest rate per annum (rounded
                   upwards, to the next 1/16th of 1%) equal to the quotient of
                   (a) the LIBOR Rate in effect for such Interest Period divided
                   by (b) a percentage (expressed as a decimal) equal to 100%
                   minus Statutory Reserves.

                   Affiliate - a Person (other than a Subsidiary): (i) which
                   ---------
                   directly or indirectly through one or more intermediaries
                   controls, or is controlled by, or is under common control
                   with, a Person; (ii) which beneficially owns or holds 10% or
                   more of any class of the Voting Stock of a Person; or (iii)
                   10% or more of the Voting Stock (or in the case of a Person
                   which is not a corporation, 10% or more of the equity
                   securities) of which is beneficially owned or held by a
                   Person or a Subsidiary of a Person.
<PAGE>
 
                   Agent Indemnitees - Agent in its capacity as agent hereunder
                   -----------------
                   and all of Agent's officers, directors and agents.

                   Agreement - the Loan and Security Agreement referred to in
                   ---------
                   the first sentence of this Appendix A, all Exhibits and
                   Schedules thereto and this Appendix A.

                   Applicable Law - all laws, rules and regulations applicable
                   --------------
                   to the Person, conduct, transaction, covenant or Loan
                   Documents in question, including all applicable common law
                   and equitable principles; all provisions of all applicable
                   state and federal constitutions, statutes, rules, regulations
                   and orders of governmental bodies; and orders, judgments and
                   decrees of all courts and arbitrators.

                   Assignment and Acceptance - an assignment and acceptance
                   -------------------------
                   entered into by a Lender and an Eligible Assignee and
                   accepted by Agent, in the form of Exhibit F.
                                                     ---------
               
                   Availability - the amount that Borrowers are entitled to
                   ------------
                   borrow from time to time as Revolver Loans, such amount being
                   the difference derived when the sum of the principal amount
                   of Revolver Loans then outstanding (including any amounts
                   that Agent or Lenders may have paid for the account of
                   Borrowers pursuant to any of the Loan Documents and that have
                   not been reimbursed by Borrowers and any outstanding
                   Settlement Loans) is subtracted from the Borrowing Base. If
                   the amount outstanding is equal to or greater than the
                   Borrowing Base, Availability is 0.

                   Availability Reserve - on any date of determination thereof,
                   --------------------
                   an amount equal to the sum of (i) a reserve for general
                   inventory shrinkage, whether as a result of theft or
                   otherwise, that is determined by Agent from time to time in
                   its reasonable credit judgment based upon Borrowers'
                   historical losses due to such shrinkage; (ii) all amounts of
                   past due rent or other charges owing at such time by any
                   Obligor to any landlord of any premises where any of the
                   Collateral is located; (iii) the LC Reserve; (iv) any amounts
                   which any Obligor is obligated to pay pursuant to the
                   provisions of any of the Loan Documents that Agent or any
                   Lender elects to pay for the account of such Obligor in
                   accordance with authority contained in any of the Loan
                   Documents; (v) a reserve in the amount of approximately
                   $170,000 until such time that the default referenced in
                   Section 8.1.20 is cured by Borrowers; (vi) a reserve in the
                   amount of monthly charges due from time to time to the
                   Alabama State Docks Department; and (vii) for so long as any
                   Event of Default exists, such additional reserves as Agent in
                   its sole and absolute discretion may elect to impose from
                   time to time, without waiving any such Event of Default or
                   Agent's entitlement to accelerate the maturity of the
                   Obligations as a consequence thereof.

                   Average Revolver Loan Balance - for any period, the amount
                   -----------------------------
                   obtained by adding the aggregate of the unpaid balance of
                   Revolver Loans and LC Obligations outstanding at the end of
                   each day for the period in question and by dividing such sum
                   by the number of days in such period.

                   Bank - Fleet National Bank and its successors and assigns.
                   ----

                   Bankruptcy Code - title 11 of the United States Code.
                   ---------------
<PAGE>
 
                   Base Rate - the rate of interest announced or quoted by Bank
                   --------
                   from time to time as its prime rate, which rate might not be
                   the lowest rate charged by Bank; and, if such prime rate for
                   commercial loans is discontinued by Bank as a standard, a
                   comparable reference rate designated by Bank as a substitute
                   therefor shall be the Base Rate.

                   Base Rate Loan - a Loan, or portion thereof, during any
                   --------------
                   period in which it bears interest at a rate based upon the
                   Base Rate.

                   Board of Governors - the Board of Governors of the Federal 
                   ------------------
                   Reserve Board.

                   Borrowing - a borrowing consisting of Loans made on the same
                   ---------
                   day by Lenders (or by Fleet in the case of a Borrowing funded
                   by Settlement Loans).

                   Borrowing Base - on any date of determination thereof, an
                   --------------
                   amount equal to the lesser of: (a) the aggregate amount of
                   the Revolver Commitments minus the LC Obligations outstanding
                   on such date, or (b) an amount equal to (i) the sum of the
                   Accounts Formula Amount plus the Inventory Formula Amount on
                                           ----
                   such date minus (ii) the Availability Reserve on such date.

                   Business Day - any day excluding Saturday, Sunday and any day
                   ------------
                   which is a legal holiday under the laws of the State of
                   Connecticut or is a day on which banking institutions located
                   in such state are closed; provided, however, that when used
                                             --------  -------
                   with reference to a LIBOR Loan (including the making,
                   continuing, prepaying or repaying of any LIBOR Loan), the
                   term "Business Day" shall also exclude any day on which banks
                   are not open for dealings in Dollar deposits on the London
                   interbank market.

                   Business Interruption Insurance Assignment - the Collateral
                   ------------------------------------------
                   Assignment of Business Interruption Insurance to be executed
                   by Borrowers on the Closing Date in favor of Lender, in form
                   and substance satisfactory to Agent, as security for the
                   payment of the Obligations.

                   Capital Expenditures - expenditures made or liabilities
                   --------------------
                   incurred for the acquisition of any fixed assets or
                   improvements, replacements, substitutions or additions
                   thereto which have a useful life of more than one year,
                   including the total principal portion of Capitalized Lease
                   Obligations.

                   Capitalized Lease Obligation - any Debt represented by
                   ----------------------------
                   obligations under a lease that is required to be capitalized
                   for financial reporting purposes in accordance with GAAP.

                   Cash Collateral - cash or Cash Equivalents, and any interest
                   ---------------
                   earned thereon, that is deposited with Agent in accordance
                   with the Agreement for the Pro Rata benefit of Lenders as
                   security for the Obligations to the extent provided in the
                   Agreement.

                   Cash Collateral Account - a demand deposit, money market or
                   -----------------------
                   other account established by Agent at such financial
                   institution as Agent may select in its discretion, which
                   account shall be in Agent's name and subject to Agent's Liens
                   for the Pro Rata benefit of Lenders.

                   Cash Equivalents - (i) marketable direct obligations issued
                   ----------------
                   or unconditionally guaranteed by the United States government
                   and backed by the full faith and credit of the United States
<PAGE>
                   government having maturities of not more than 12 months from
                   the date of acquisition; (ii) domestic certificates of
                   deposit and time deposits having maturities of not more than
                   12 months from the date of acquisition, bankers' acceptances
                   having maturities of not more than 12 months from the date of
                   acquisition and overnight bank deposits, in each case issued
                   by any commercial bank organized under the laws of the United
                   States, any state thereof or the District of Columbia, which
                   at the time of acquisition are rated A-1 (or better) by
                   Standard & Poor's Corporation or P-1 (or better) by Moody's
                   Investors Services, Inc., and (unless issued by a Lender) not
                   subject to offset rights in favor of such bank arising from
                   any banking relationship with such bank; (iii) repurchase
                   obligations with a term of not more than 30 days for
                   underlying securities of the types described in clauses (i)
                   and (ii) entered into with any financial institution meeting
                   the qualifications specified in clause (ii) above; and (iv)
                   commercial paper having at the time of investment therein or
                   a contractual commitment to invest therein a rating of A-1
                   (or better) by Standard & Poor's Corporation or P-1 (or
                   better) by Moody's Investors Services, Inc., and having a
                   maturity within 9 months after the date of acquisition
                   thereof.

                   CERCLA - the Comprehensive Environmental Response
                   ------
                   Compensation and Liability Act, 42 U.S.C. 9601 et seq. and
                   its implementing regulations.

                   Chattel Paper - shall have the meaning ascribed to the term
                   -------------
                   "chattel paper" in the UCC.

                   Claims - any and all claims, demands, liabilities,
                   ------
                   obligations, losses, damages, penalties, actions, judgments,
                   suits, awards, remedial response, costs, expenses or
                   disbursements of any kind or nature whatsoever (including
                   reasonable attorneys', accountants' or consultants' fees and
                   expenses), whether arising under or in connection with the
                   Loan Documents, under any Applicable Law (including any
                   Environmental Law) or otherwise, that may now or hereafter be
                   suffered or incurred by a Person.

                   Closing Date - the date on which all of the conditions
                   ------------
                   precedent in Section 10 of the Agreement are satisfied and
                   the initial Loans are made under the Agreement.

                   Collateral - all of the Property and interests in Property
                   ----------
                   described in Section 6 of the Agreement, and all other
                   Property and interests in Property that now or hereafter
                   secure the payment and performance of any of the Obligations.

                   Commitment - at any date for any Lender, the aggregate amount
                   ----------
                   of such Lender's Revolver Commitment and Equipment Loan
                   Commitment and "Commitments" means the aggregate amount of
                   all Revolver Commitments and Equipment Loan Commitments.

                   Commitment Termination Date - the date that is the soonest to
                   ---------------------------
                   occur of (i) the last day of the Original Term, (ii) the date
                   on which an order for relief under any chapter of the
                   Bankruptcy Code is entered (or deemed entered) upon any
                   petition for such relief that is filed by or against any
                   Borrower or any Obligor, (iii) the date on which Agent elects
                   to terminate the Commitments pursuant to Section 5.2.1 of the
                   Agreement as a consequence of the occurrence of any Event of
                   Default, or (iv) the date on which Borrowers elect to
                   terminate the Commitments pursuant to Section 5.2.2 of the
                   Agreement.
<PAGE>
 
                   Compliance Certificate - a Compliance Certificate to be
                   ----------------------
                   provided by Borrowers to Agent in accordance with, and in the
                   form annexed as Exhibit E to the Agreement.
                                   ---------

                   Congress - Congress Financial Corporation, a California
                   --------
                   corporation.
                                  
                   Consolidated - the consolidation in accordance with GAAP of
                   ------------
                   the accounts or other items as to which such term applies.

                   Consolidated Adjusted Tangible Assets - all assets of
                   -------------------------------------
                   Borrowers except: (i) any surplus resulting from any write-up
                   of assets subsequent to September 30, 1997; (ii) deferred
                   assets, other than prepaid insurance and prepaid taxes; (iii)
                   patents, copyrights, trademarks, trade names, non-compete
                   agreements, franchises and other similar intangibles; (iv)
                   good will, including any amounts, however designated on a
                   Consolidated balance sheet of Borrowers and their respective
                   Subsidiaries, representing the excess of the purchase price
                   paid for assets or stock over the value assigned thereto on
                   the books of Borrowers; (v) Restricted Investments; (vi)
                   unamortized debt discount and expense; (vii) assets located
                   and notes and receivables due from obligors outside of the
                   United States of America except for Accounts that are
                   Eligible Accounts; and (viii) Accounts, notes and other
                   receivables due from Affiliates or employees.

                   Consolidated Adjusted Tangible Net Worth - at any date means,
                   ----------------------------------------
                   on a Consolidated basis, a sum equal to:

                             (i) the net book value (after deducting related
depreciation, obsolescence, amortization, valuation, and other proper reserves)
at which the Consolidated Adjusted Tangible Assets of Borrowers would be shown
on a Consolidated balance sheet at such date in accordance with GAAP, minus
                                                                      -----    

                             (ii) the amount at which such Borrowers'
Consolidated liabilities (other than capital stock and surplus) would be shown
on such Consolidated balance sheet in accordance with GAAP, and including as
liabilities all reserves for contingencies and other potential liabilities
required to be accrued in accordance with GAAP.

                   Current Assets - at any date, the amount at which all of the
                   --------------
                   current assets of a Person would be properly classified as
                   current assets shown on a balance sheet at such date in
                   accordance with GAAP except that amounts due from Affiliates
                   and investments in Affiliates shall be excluded therefrom.

                   Debt - as applied to a Person means, without duplication: (i)
                   ----
                   all items which in accordance with GAAP would be included in
                   determining total liabilities as shown on the liability side
                   of a balance sheet of such Person as of the date as of which
                   Debt is to be determined, including Capitalized Lease
                   Obligations; (ii) all obligations of other Persons which such
                   Person has guaranteed; (iii) all reimbursement obligations in
                   connection with letters of credit or letter of credit
                   guaranties issued for the account of such Person; and (iv) in
                   the case of Borrowers (without duplication), the Obligations.

                   Default - an event or condition the occurrence of which
                   -------
                   would, with the lapse of time or the giving of notice, or
                   both, become an Event of Default.
<PAGE>
 
                  Default Rate - a fluctuating rate per annum which, on any
                  ------------
                  date, is equal to the Base Rate in effect for such date plus
                  2%.

                  Deposit Account - a demand, time, savings, passbook, money
                  ---------------
                  market or other depository account, or a certificate of
                  deposit, maintained by a Borrower with any bank, savings and
                  loan association, credit union or other depository
                  institution.

                  Distribution - in respect of any entity, (i) any payment of
                  ------------
                  any dividends or other distributions on Equity Interests of
                  the entity (except distributions in such Equity Interests) and
                  (ii) any purchase, redemption or other acquisition or
                  retirement for value of any Equity Interests of the entity or
                  any Affiliate of the entity unless made contemporaneously from
                  the net proceeds of the sale of Equity Interests.

                  Document - shall have the meaning ascribed to the term
                  --------
                  "document" in the UCC.

                  Dollars and the sign $ - lawful money of the United States of
                  ----------------------
                  America.

                  Dominion Account - a special account of Agent established by
                  ----------------
                  Borrowers at a bank selected by Borrowers, but acceptable to
                  Agent and Lenders in their discretion, and over which Agent
                  shall have sole and exclusive access and control for
                  withdrawal purposes.

                  Eligible Account - an Account arising in the ordinary course
                  ----------------
                  of a Borrower's business from the sale of goods or rendition
                  of services which is payable in Dollars and which Agent, in
                  its sole credit judgment, deems to be an Eligible Account.
                  Without limiting the generality of the foregoing, no Account
                  shall be an Eligible Account if: (i) it arises out of a sale
                  made by a Borrower to a Subsidiary or an Affiliate of any
                  Borrower or to a Person controlled by an Affiliate of any
                  Borrower; (ii) it is unpaid for more than 60 days after the
                  original due date shown on the invoice; (iii) it is due or
                  unpaid more than 90 days after the original invoice date; (iv)
                  25% or more of the Accounts from the Account Debtor are not
                  deemed Eligible Accounts hereunder; (v) the total unpaid
                  Accounts of the Account Debtor exceed 15% of the net amount of
                  all Eligible Accounts or exceeds a credit limit established by
                  Agent for such Account Debtor, in each case to the extent of
                  such excess; (vi) any covenant, representation or warranty
                  contained in the Agreement with respect to such Account has
                  been breached; (vii) the Account Debtor is also a Borrower's
                  creditor or supplier, or the Account Debtor has disputed
                  liability with respect to such Account, or the Account Debtor
                  has made any claim with respect to any other Account due from
                  such Account Debtor to a Borrower, or the Account otherwise is
                  or may become subject to any right of setoff, counterclaim,
                  reserve or chargeback, provided that, the Accounts of such
                  Account Debtor shall be ineligible only to the extent of such
                  offset, counterclaim, disputed amount, reserve or chargeback;
                  (viii) an Insolvency Proceeding has been commenced by or
                  against the Account Debtor or the Account Debtor has failed,
                  suspended business or ceased to be Solvent; (ix) it arises
                  from a sale to an Account Debtor with its principal office,
                  assets or place of business outside the United States, unless
                  the sale is backed by an irrevocable letter of credit that is
                  issued or confirmed by a bank acceptable to Agent that is in
                  form and substance acceptable to Agent and payable in the full
                  amount of the Account in freely convertible Dollars at a place
                  of
<PAGE>
 
                  payment within the United States, and, if requested by
                  Agent, such letter of credit, or amounts payable thereunder,
                  is assigned to Lender; (x) it arises from a sale to the
                  Account Debtor on a bill-and-hold, guaranteed sale,
                  sale-or-return, sale-on-approval, consignment or any other
                  repurchase or return basis; (xi) the Account Debtor is the
                  United States of America or any department, agency or
                  instrumentality thereof, unless such Borrower assigns its
                  right to payment of such Account to Lender, in a manner
                  satisfactory to Agent, so as to comply with the Assignment of
                  Claims Act of 1940 (31 U.S.C. 3727 and 41 U.S.C. 15), or is a
                  state, county or municipality, or a political subdivision or
                  agency thereof and Applicable Law disallows or restricts an
                  assignment of Accounts on which it is the Account Debtor;
                  (xii) the Account Debtor is located in New Jersey, Minnesota
                  or any other state imposing similar conditions on the right of
                  a creditor to collect accounts receivable unless such Borrower
                  has either qualified to transact business in such state as a
                  foreign entity or filed a Notice of Business Activities Report
                  or other required report with the appropriate officials in
                  those states for the then current year; (xiii) the Account
                  Debtor is located in a state in which such Borrower is deemed
                  to be doing business under the laws of such state and which
                  denies creditors access to its courts in the absence of
                  qualification to transact business in such state or of the
                  filing of any reports with such state, unless such Borrower
                  has qualified as a foreign entity authorized to transact
                  business in such state or has filed all required reports;
                  (xiv) the Account is subject to a Lien other than a Permitted
                  Lien; (xv) the goods giving rise to such Account have not been
                  delivered to and accepted by the Account Debtor or the
                  services giving rise to such Account have not been performed
                  by such Borrower and accepted by the Account Debtor or the
                  Account otherwise does not represent a final sale; (xvi) the
                  Account is evidenced by chattel paper or an instrument of any
                  kind, or has been reduced to judgment; (xvii) such Borrower
                  has made any agreement with the Account Debtor for any
                  deduction therefrom, except for discounts or allowances which
                  are made in the ordinary course of business for prompt payment
                  and which discounts or allowances are reflected in the
                  calculation of the face value of each invoice related to such
                  Account; or (xviii) such Borrower has made an agreement with
                  the Account Debtor to extend the time of payment thereof.

                  Eligible Assignee - a Lender or a U.S. based Affiliate of a
                  -----------------
                  Lender; a commercial bank organized under the laws of the
                  United States or any state and having total assets in excess
                  of $5,000,000,000 or an asset based lending affiliate of any
                  such bank; or a finance company, insurance company, or any
                  other financial institution that is acceptable to Agent and
                  Lenders and that in the ordinary course of business extends
                  credit of the type evidenced by the Notes and has total assets
                  in excess of $500,000,000.


                  Eligible Equipment - such new manufacturing Equipment of a
                  ------------------
                  Borrower which all Lenders, in their sole credit judgment
                  deems to be Eligible Equipment. Without limiting the
                  generality of the foregoing, no Equipment shall be Eligible
                  Equipment unless it: (i) has been purchased by a Borrower from
                  the manufacturer thereof; (ii) has been delivered to and
                  accepted by a Borrower and installed at premises owned or
                  leased by a Borrower; (iii) is subject to Agent's duly
                  perfected security interest and no other Lien that is not a
                  Permitted Lien unless the holder of any such Lien agrees in
                  writing with Agent, prior to Lenders' funding of the Equipment
                  Loan for such Eligible Equipment, to disclaim any interest in
                  such Eligible Equipment; (iv) does not and, after delivery to
                  and installation at a Borrower's premises, will not constitute
                  a fixture under Applicable Law unless each landlord and
                  mortgagee in respect of such premises has executed in favor of
                  Agent a landlord or
<PAGE>
 
                  mortgagee waiver in form and content satisfactory to Agent;
                  (v) does not and, after delivery to and installation at a
                  Borrower's premises, will not constitute an accession to other
                  Equipment that is subject to any Lien (whether or not a
                  Permitted Lien) in favor of any Person other than Agent unless
                  the holder of any such Lien agrees in writing to disclaim any
                  interest in the Eligible Equipment; and (vi) does not and,
                  after delivery to and installation at a Borrower's premises,
                  will not constitute a replacement for or substitution of any
                  Equipment that is subject to any Lien (whether or not a
                  Permitted Lien) in favor of any Person other than Agent unless
                  the holder of any such Lien agrees in writing to disclaim any
                  interest in the Eligible Equipment.

                  Eligible Inventory - such Inventory of a Borrower (other than
                  ------------------  
                  packaging materials, labels and supplies) which Agent, in its
                  sole credit judgment, deems to be Eligible Inventory. Without
                  limiting the generality of the foregoing, no Inventory shall
                  be Eligible Inventory unless: (i) it is raw materials,
                  finished goods or work-in-process that is, in Agent's opinion,
                  readily marketable in its current form; (ii) it is in good,
                  new and saleable condition; (iii) it is not slow-moving,
                  obsolete or unmerchantable; (iv) it meets all standards
                  imposed by any governmental agency or authority; (v) it
                  conforms in all respects to the warranties and representations
                  set forth in the Agreement; (vi) it is at all times subject to
                  Agent's duly perfected, first priority security interest and
                  no other Lien except a Permitted Lien; and (vii) it is in a
                  Borrower's possession and control, situated at a location in
                  compliance with the Agreement and is not in transit or outside
                  the continental United States.

                  Environmental Certificate - the Certificate Regarding
                  -------------------------
                  Environmental Matters to be executed by a Senior Officer and
                  containing representations and warranties concerning each
                  Borrower's and its Subsidiaries' compliance with Environmental
                  Laws.

                  Environmental Laws - all federal, state and local laws, rules,
                  ------------------  
                  regulations, ordinances, programs, permits, guidance documents
                  promulgated by regulatory agencies, orders and consent decrees
                  relating to human health and safety or the protection or
                  pollution of the environment, including CERCLA.

                  Environmental Release - a release as defined in CERCLA or
                  ---------------------
                  under any applicable Environmental Law.

                  Equipment - all machinery, apparatus, equipment, fittings,
                  ---------
                  furniture, fixtures, motor vehicles and other tangible
                  personal Property (other than Inventory) of every kind and
                  description used in a Borrower's operations or owned by a
                  Borrower or in which a Borrower has an interest, whether now
                  owned or hereafter acquired by a Borrower and wherever
                  located, and all parts, accessories and special tools and all
                  increases and accessions thereto and substitutions and
                  replacements therefor.

                  Equipment Loan - the Loans that may be made by Lenders to GSS
                  --------------
                  pursuant to Section 1.2 hereof.


                  Equipment Loan Commitment - at any date for any Lender the
                  -------------------------
                  principal amount set forth opposite such Lender's name under
                  the heading "Equipment Loan Commitment" on the signature pages
                  hereof or the signature page of the Assignment and Acceptance
                  by which it became a Lender, as modified from time to time
                  pursuant to the terms of the Agreement
<PAGE>
 
                  or to give effect to any applicable Assignment and Acceptance;
                  and "Equipment Loan Commitments" means the aggregate principal
                       --------------------------
                  amount of the Equipment Loan Commitments of all Lenders, the
                  maximum amount of which shall be $10,000,000.

                  Equipment Loan Conditions - with respect to each Equipment
                  -------------------------
                  Loan requested by GSS pursuant to Section 1.2 hereof, the
                  following conditions: (i) such request for an Equipment Loan
                  is in an amount equal to or greater than $1,000,000 in the
                  aggregate as to all Lenders; (ii) GSS has given to Agent a
                  Notice of Borrowing for such Equipment Loan at least fifteen
                  (15) days prior to the date on which GSS desires for such
                  Equipment Loan to be funded, in which Notice GSS has described
                  in detail the Eligible Equipment, the amount of the purchase
                  price, the identity, address and phone number of the seller,
                  and the expected delivery date; and (iii) GSS has executed in
                  favor of and delivered to Agent a UCC-1 financing statement or
                  statements satisfactory to Agent and sufficient to perfect
                  Agent's security interest in the Equipment purchased with the
                  proceeds of such Equipment Loan as a first priority Lien
                  thereon; (iv) GSS shall pay a fee of $50,000 to Agent, in
                  immediately available funds, at the time of the making of the
                  first Equipment Loan by Lenders, $12,500 of which shall be
                  payable to Congress and $37,500 of which shall be payable to
                  Fleet; and (v) GSS shall have executed and delivered to Agent
                  and Lenders an Equipment Security Agreement in form and
                  substance satisfactory to Agent and Lenders.

                  Equipment Note - an Equipment Note to be executed by GSS in
                  --------------
                  favor of each Lender as provided in Section 1.2 hereof, which
                  shall be in the form of Exhibit B attached hereto, shall be in
                                          ---------
                  the face amount of such Lender's Equipment Loan Commitment and
                  shall evidence all Equipment Loans made by such Lender to GSS
                  pursuant to the Agreement.

                  Equipment Purchase Price - the invoice price of Eligible
                  ------------------------
                  Equipment purchased by GSS after the Closing Date for which
                  Lenders, upon GSS's request, may provide Equipment Loans in
                  accordance with the terms hereof.

                  Equity Interest - the interest of a shareholder in a
                  ---------------
                  corporation, a partner (whether general or limited) in a
                  partnership (whether general, limited or limited liability), a
                  member in a limited liability company, or any other Person
                  having any other form of equity security.

                  ERISA - the Employee Retirement Income Security Act of 1974
                  -----
                  as amended, and all rules and regulations from time to time
                  promulgated thereunder.

                  Event of Default - as defined in Section 11 of the Agreement.
                  ---------------- 

                  Extraordinary Expenses - all costs, expenses, fees, and
                  ----------------------
                  advances which Agent may suffer or incur, whether prior to or
                  after the occurrence of an Event of Default, on account of or
                  in connection with (i) the repossession, storage, repair,
                  appraisal, insuring, completion of the manufacture of,
                  preparing for sale, advertising for sale, selling, collecting
                  or otherwise preserving or realizing upon any Collateral; (ii)
                  the defense of Agent's Lien upon any Collateral or the
                  priority thereof or any adverse claim with respect to the
                  Loans, the Loan Documents or the Collateral asserted by any
                  Obligor, any receiver or trustee for any Obligor or any
                  creditor or representative of creditors of any Obligor; (iii)
                  the settlement or satisfaction of any Liens upon any
                  Collateral (whether or not such Liens are Permitted Liens);
                  (iv) the collection of any of the Obligations; (v) the
                  negotiation, documentation, and 
<PAGE>
 
                  closing of any restructuring or forbearance agreement with
                  respect to the Loan Documents or Obligations; (vi) amounts
                  advanced by Agent pursuant to Section 7.1.3 of the Agreement;
                  (vii) the enforcement of any of the provisions of any of the
                  Loan Documents; or (viii) any payment under indemnity or other
                  payment agreement provided by Agent to any financial
                  institution in connection with any Dominion Account. Such
                  costs, expenses and advances may include transfer fees, taxes,
                  storage fees, insurance costs, permit fees, utility
                  reservation and standby fees, legal fees, appraisal fees,
                  brokers' fees and commissions, auctioneers' fees and
                  commissions, accountants' fees, environmental study fees,
                  wages and salaries paid to employees of any or all Borrowers
                  or independent contractors in liquidating any Collateral,
                  travel expenses, all other fees and expenses payable or
                  reimbursable by Borrowers or any other Obligor under any of
                  the Loan Documents, and all other fees and expenses associated
                  with the enforcement of rights or remedies under any of the
                  Loan Documents, but excluding compensation paid to employees
                  (including inside legal counsel who are employees) of Agent.

                  Federal Funds Rate - for any period, a fluctuating interest
                  ------------------
                  rate per annum equal for each date 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) in Atlanta, Georgia by the Federal Reserve Bank
                  of Atlanta, or if such rate is not so published for any day
                  which is a Business Day, the average of the quotations for
                  such day on such transactions received by Agent from 3 federal
                  funds brokers of recognized standing selected by Agent.

                  Fiscal Year - the fiscal year of Borrowers and their
                  -----------
                  Subsidiaries for accounting and tax purposes, which ends on
                  October 31 of each year.

                  Fiscal Quarter - each consecutive period of 13 weeks 
                  --------------
                  beginning on the first day of a Fiscal Year (and, in the 
                  case of any Fiscal Year of 53 weeks, the 14-week period
                  occurring at the end thereof.)

                  Funding Account - an account established by Borrowers or
                  ---------------
                  either of them for receipt of proceeds of Loans or such other
                  account as Borrowers may specify in writing.

                  Fleet - Fleet Capital Corporation, a Rhode Island corporation,
                  -----
                  and its successors and assigns.

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

                  General Intangibles - all general intangibles of a Borrower,
                  -------------------
                  whether now owned or hereafter created or acquired by a
                  Borrower, including all choses in action, causes of action,
                  company or other business records, inventions, blueprints,
                  designs, patents, patent applications, trademarks, trademark
                  applications, trade names, trade secrets, service marks, mask
                  works, goodwill, brand names, copyrights, registrations,
                  licenses, franchises, customer lists, tax refund claims,
                  computer programs, operational manuals, all claims under
                  guaranties, security interests or other security held by or
                  granted to a Borrower to secure payment of 
<PAGE>
 
                  any of any of a Borrower's Accounts by an Account Debtor, all
                  rights to indemnification and all other intangible property of
                  a Borrower of every kind and nature (other than Accounts).

                  Governmental Approvals - means all authorizations, consents,
                  ---------------------- 
                  approvals, licenses and exemptions of, registrations and
                  filings with, and reports to, all national state or local
                  government (whether domestic or foreign) and any political
                  subdivisions thereof in any other governmental,
                  quasi-governmental, judicial, administrative, public or
                  statutory instrumentality, authority, body, agency, bureau or
                  entity.

                  Guarantors - each Person who may hereafter guarantee payment
                  ----------
                  or performance of the whole or any part of the Obligations.

                  Indemnified Amount - the amount of any loss, cost, expenses or
                  ------------------
                  damages suffered or incurred by Agent Indemnitees and against
                  which Lenders or Borrowers have agreed to indemnify Agent
                  Indemnitees pursuant to the terms of the Agreement or any of
                  the other Loan Documents.

                  Indenture - the Indenture dated as of April 21, 1995, by and
                  --------- 
                  between GSS and the Trustee.

                  Insolvency Proceeding - any action, case or proceeding
                  ---------------------
                  commenced by or against a Person, or any agreement of such
                  Person, for (a) the entry of an order for relief under any
                  chapter of the Bankruptcy Code or other insolvency or debt
                  adjustment law (whether state, federal or foreign), (b) the
                  appointment of a receiver, trustee, liquidator or other
                  custodian for such Person or any part of its Property, (c) an
                  assignment or trust mortgage for the benefit of creditors of
                  such Person, or (d) the liquidation, dissolution or winding up
                  of the affairs of such Person.

                  Instrument - shall have the meaning ascribed to the term
                  ----------
                  "instrument" in the UCC.

                  Intellectual Property - Property constituting under any
                  ---------------------
                  Applicable Law a patent, patent application, copyright,
                  trademark, service mark, tradename or mask work, or license or
                  other right to use any of the foregoing.

                  Intellectual Property Claim - the assertion by any Person of 
                  ---------------------------
                  a claim (whether asserted in writing, by action, suit or
                  proceeding or otherwise) that a Borrower's ownership, use,
                  marketing, sale or distribution of any Inventory, Equipment,
                  Intellectual Property or other Property is violative of any
                  ownership, patent, copyright, trademark or other rights of
                  such Person.

                  Intercreditor Agreement - the Intercreditor Agreement dated as
                  -----------------------
                  of April 21, 1995, among Borrowers, Parent, Trustee and
                  NationsBank of Georgia, N.A., as agent, as amended by that
                  certain Amendment to Intercreditor Agreement dated the date
                  hereof among Borrowers, Parent, Trustee and Agent.

                  Interest Period - shall have the meaning ascribed to it in
                  ---------------
                  Section 2.1.3 of the Agreement.

                  Inventory - all of a Borrower's inventory, whether now owned
                  ---------
                  or hereafter acquired, including all goods intended for sale
                  or lease by a Borrower, or for display or demonstration;
<PAGE>
 
                  all work in process; all raw materials and other materials and
                  supplies of every nature and description used or which might
                  be used in connection with the manufacture, printing, packing,
                  shipping, advertising, selling, leasing or furnishing of such
                  goods or otherwise used or consumed in a Borrower's business;
                  and all Documents evidencing and General Intangibles relating
                  to any of the foregoing, whether now owned or hereafter
                  acquired by a Borrower.

                  Inventory Formula Amount - on any date of determination
                  ------------------------
                  thereof, an amount equal to the lesser of (i) $45,000,000 or
                  (ii) 65% of the Value of Eligible Inventory on such date
                  consisting of raw materials, work-in-process or finished
                  goods.

                  LC Application - an application to Bank for the issuance of a
                  --------------
                  Letter of Credit that is duly executed by a Borrower, with
                  Fleet as a co-applicant, for the issuance of the relevant
                  Letter of Credit subject to the satisfaction of the applicable
                  LC Conditions.

                  LC Conditions - the following conditions, the satisfaction of
                  -------------
                  each of which is required before Fleet shall be obligated to
                  join in the execution of an LC Application in connection with
                  a request to Bank for the issuance of a Letter of Credit: (i)
                  no Default or Event of Default exists and each of the
                  conditions set forth in Section 10 of the Agreement has been
                  and continues to be satisfied; (ii) after giving effect to the
                  issuance of the requested Letter of Credit and each Letter of
                  Credit to be issued and for which an LC Application has been
                  signed by Fleet, the LC Obligations would not exceed
                  $2,000,000 and no Out-of-Formula Condition would exist, and,
                  if no Revolver Loans are outstanding, the LC Obligations do
                  not exceed the Borrowing Base; (iii) the expiry date of the
                  Letter of Credit does not extend beyond the earlier to occur
                  of 365 days from the date of issuance or the 15th Business Day
                  prior to the last Business Day of the Original Term; and (iv)
                  the currency in which payment is to be made under the Borrower
                  Letter of Credit is Dollars.

                  LC Documents - any and all agreements, instruments and
                  ------------
                  documents (other than an LC Application or an LC Guaranty)
                  required by Bank to be executed by any or all Borrowers or any
                  other Person and delivered to Bank for the issuance of a such
                  Letter of Credit.

                  LC Guaranty - a guaranty executed by Fleet in favor of Bank
                  -----------
                  pursuant to which Fleet shall guaranty the payment or
                  performance by the parties (other than Fleet) to an LC
                  Application for a Letter of Credit of such parties'
                  reimbursement obligations with respect to such Letter of
                  Credit.

                  LC Obligations - on any date of determination thereof, an
                  --------------
                  amount (in Dollars) equal to the sum of (i) all amounts then
                  due and payable by any Obligor on such date by reason of any
                  payment made on or before such date by Fleet under any LC
                  Guaranty plus (ii) the aggregate undrawn amount of all Letters
                  of Credit then outstanding or to be issued by Bank under an LC
                  Application theretofore submitted to Bank.

                  LC Request - a written request from any or all Borrowers to
                  ----------
                  Fleet for Fleet to join in the execution of an LC Application
                  for the issuance of a Letter of Credit, which request shall
                  specify the identity and address of the intended beneficiary
                  of the requested Letter of Credit, the purpose for issuance of
                  the requested Letter of Credit, the proposed amount, issuance
                  date and expiry date of the requested Letter of Credit, the
                  conditions to payment under the 
<PAGE>
 
                  requested Letter of Credit, and whether the requested Letter
                  of Credit may be drawn upon in a single or multiple draws.

                  LC Reserve - a reserve equal to 100% of the face amount of all
                  ----------
                  Stand-by Letters of Credit and 40% of the face amount of all
                  documentary Letters of Credit.

                  Lender Indemnitee - a Lender in its capacity as a lender under
                  -----------------
                  the Agreement and its present and future officers, directors
                  and agents.

                  Lenders - Fleet (whether in its capacity as a provider of
                  -------
                  Loans under Section 1 of the Agreement or as the procurer of
                  Letters of Credit in accordance with Section 1.3 of the
                  Agreement) and any other Person who may from time to time
                  become a "Lender" under the Loan Agreement, and their
                  respective successors and permitted assigns.

                  Letter of Credit - any standby letter of credit or documentary
                  ----------------
                  letter of credit issued by Bank for the account of any or all
                  Borrowers.

                  LIBOR Lending Office - with respect to a Lender, the office
                  --------------------
                  designated as a LIBOR Lending Office for such Lender on the
                  signature page hereof (or on any Assignment and Acceptance, in
                  the case of an assignee) and such other office of such Lender
                  or any of its Affiliates that is hereafter designated by
                  written notice to Agent.

                  LIBOR Loan - a Loan, or portion thereof, during any period in
                  ----------
                  which it bears interest at a rate based upon the applicable
                  Adjusted LIBOR Rate.

                  LIBOR Rate - with respect to an Interest Period, the rate per
                  ----------
                  annum determined by Fleet at which deposits of Dollars equal
                  to or comparable to the amount of the LIBOR Loan to which such
                  Interest Period relates and for a term comparable to such
                  Interest Period are offered to Bank by prime banks in the
                  London interbank foreign currency deposits market at
                  approximately 11:00 a.m., London time, two (2) Business Days
                  prior to the first day of such Interest Period. Each
                  determination by Fleet of any LIBOR Rate shall, in the absence
                  of any manifest error, be final, conclusive and binding.

                  Lien - any interest in Property securing an obligation owed
                  ----  
                  to, or a claim by, a Person other than the owner of the
                  Property, whether such interest is based on common law,
                  statute or contract. The term "Lien" shall also include
                  reservations, exceptions, encroachments, easements,
                  rights-of-way, covenants, conditions, restrictions, leases and
                  other title exceptions and encumbrances affecting Property.
                  For the purpose of the Agreement, each Borrower shall be
                  deemed to be the owner of any Property which it has acquired
                  or holds subject to a conditional sale agreement or other
                  arrangement pursuant to which title to the Property has been
                  retained by or vested in some other Person for security
                  purposes.

                  Loan Account - the loan account established by each Lender on
                  ------------ 
                  its books pursuant to Section 4.8 of the Agreement.

                  Loan Documents - the Agreement, the Other Agreements and the 
                  --------------
                  Security Documents.

                  Loan - a Revolver Loan or an Equipment Loan.
                  ----
<PAGE>
 
                  Loan Year - a period commencing each calendar year on the same
                  ---------
                  month and day as the date of the Agreement and ending on the
                  same month and day in the immediately succeeding calendar
                  year, with the first such period (i.e., the first Loan Year)
                                                    ----
                  to commence on the date of this Agreement.

                  Long-Term Notes - those first mortgage notes in an aggregate
                  ---------------
                  principal amount of $190,000,000 secured by the Real Estate,
                  Equipment and certain other assets of Borrowers, which notes
                  mature in the year 2003.

                  Margin Stock - shall have the meaning ascribed to it in
                  ------------
                  Regulation U and Regulation G of the Board of Governors.

                  Material Adverse Effect - the effect of any event or condition
                  -----------------------
                  which, alone or when taken together with other events or
                  conditions occurring or existing concurrently therewith, (i)
                  has a material adverse effect upon the business, operations,
                  Properties or condition (financial or otherwise) of any
                  Obligor; (ii) has or may be reasonably expected to have any
                  material adverse effect whatsoever upon the validity or
                  enforceability of the Agreement or any of the other Loan
                  Documents; (iii) has any material adverse effect upon the
                  value of the whole or any material part of the Collateral, the
                  Liens of Agent with respect to the Collateral or the priority
                  of any such Liens; (iv) materially impairs the ability of any
                  Obligor to perform its obligations under this Agreement or any
                  of the other Loan Documents, including repayment of any of the
                  Obligations when due; or (v) materially impairs the ability of
                  Agent to enforce or collect the Obligations or realize upon
                  any of the Collateral in accordance with the Loan Documents
                  and Applicable Law.

                  Material Contract - an agreement to which an Obligor is a
                  -----------------
                  party (other than the Loan Documents) for which breach,
                  termination, cancellation, nonperformance or failure to renew
                  could reasonably be expected to have a Material Adverse
                  Effect.

                  Maximum Rate - the maximum non-usurious rate of interest
                  ------------
                  permitted by Applicable Law that at any time, or from time to
                  time, may be contracted for, taken, reserved, charged or
                  received on the Debt in question or, to the extent that at any
                  time Applicable Law may thereafter permit a higher maximum
                  non-usurious rate of interest, then such higher rate.
                  Notwithstanding any other provision hereof, the Maximum Rate
                  shall be calculated on a daily basis (computed on the actual
                  number of days elapsed over a year of 365 or 366 days, as the
                  case may be).

                  Money Borrowed - means, as applied to any Person, (i) Debt
                  --------------
                  arising from the lending of money by any other Person to such
                  Person; (ii) Debt, whether or not in any such case arising
                  from the lending of money by another Person to such Person,
                  (A) which is represented by notes payable or drafts accepted
                  that evidence extensions of credit, (B) which constitutes
                  obligations evidenced by bonds, debentures, notes or similar
                  instruments, or (C) upon which interest charges are
                  customarily paid (other than accounts payable) or that was
                  issued or assumed as full or partial payment for Property;
                  (iii) Debt that constitutes a Capitalized Lease Obligation;
                  (iv) reimbursement obligations with respect to letters of
                  credit or guaranties of letters of credit and (v) Debt of such
                  Person under any guaranty of 
<PAGE>
 
                  obligations that would constitute Debt for Money Borrowed
                  under clauses (i) through (iii) hereof, if owed directly by
                  such Person.

                  Multiemployer Plan - has the meaning set forth in Section
                  ------------------
                  4001(a)(3) of ERISA.

                  Net Proceeds - proceeds (including cash receivable (when
                  ------------
                  received) by way of deferred payment) received by a Borrower
                  from the sale, lease, transfer or other disposition of any
                  Property, including insurance proceeds and awards of
                  compensation received with respect to the destruction or
                  condemnation of all or part of such Property, net of: (i) the
                  reasonable and customary costs of such sale, lease, transfer
                  or other disposition; and (ii) amounts applied to repayment of
                  Debt (other than the Obligations) secured by a Permitted Lien
                  on the Property disposed of that is senior to Lender's Liens.

                  Notes - each Revolver Note and each Equipment Note, and any
                  -----
                  other promissory note executed by Borrowers at Agent's request
                  to evidence any of the Obligations.

                  Notice of Borrowing - as defined in Section 3.1.1(i) of the
                  ------------------- 
                  Agreement.

                  Notice of Conversion/Continuation - as defined in Section
                  ---------------------------------
                  2.1.2(ii) of the Agreement.

                  Obligations - all debts, liabilities, obligations, covenants
                  -----------
                  and duties now or at any time or times hereafter owing by any
                  Borrower to Agent or any Lender, whether arising pursuant to
                  this Agreement or any of the other Loan Documents and whether
                  direct or indirect, absolute or contingent, due or to become
                  due, primary or secondary, or joint or several, including all
                  of the Loans and all interest payable in connection therewith
                  , all LC Obligations and all other sums chargeable to or
                  payable by any Borrower under the Loan Documents, heretofore
                  or hereafter entered into by a Borrower with or executed by a
                  Borrower in favor of Agent or any Lender, or Applicable Law.

                  Obligor - each Borrower, each Guarantor and any other Person
                  -------
                  that is at any time liable for the payment of the whole or any
                  part of the Obligations.

                  Original Term - as defined in Section 5.1 of the Agreement.
                  -------------

                  Other Agreements - the Notes, each LC Guaranty and any and all
                  ----------------
                  agreements, instruments and documents (other than the
                  Agreement and the Security Documents), heretofore, now or
                  hereafter executed by any or all Borrowers, any Obligor or any
                  other Person and delivered to Agent or any Lender in respect
                  of the transactions contemplated by the Agreement.

                  Out-of-Formula Condition - as defined in Section 1.1.2 of the
                  ------------------------
                  Agreement.

                  Out-of-Formula Loan - a Revolver Loan made when an
                  -------------------
                  Out-of-Formula Condition exists or the amount of any Revolver
                  Loan which, when funded, results in an Out-of-Formula
                  Condition.

                  Parent - GSS Holding Corp., a Delaware corporation.
                  ------

                  Participant - as defined in Section 13.2.1.
                  -----------
<PAGE>
 
                  Payment Account - an account maintained by Agent (currently at
                  ---------------
                  Harris Bank & Trust in Chicago, Illinois) to which all monies
                  from time to time deposited to a Dominion Account shall be
                  transferred and all other payments shall be sent in
                  immediately available federal funds.

                  Payment Items - all checks, drafts, or other items of payment
                  -------------
                  payable to a Borrower, including proceeds of any of the
                  Collateral.

                  Pending Revolver Loans - at any date, the aggregate principal
                  ----------------------
                  amount of all Revolver Loans which have been requested in any
                  Notice of Borrowing received by Agent but which have not
                  theretofore been advanced by Agent or Lenders.

                  Permitted Lien - a Lien of a kind specified in Section 9.2.5
                  --------------
                  of the Agreement.

                  Permitted Purchase Money Debt - Purchase Money Debt of
                  -----------------------------
                  Borrowers and their Subsidiaries, which is secured by no Lien
                  or only by a Purchase Money Lien and which does not exceed at
                  any time an aggregate amount of $25,000,000. For the purposes
                  of this definition, the principal amount of any Purchase Money
                  Debt consisting of capitalized leases shall be computed as a
                  Capitalized Lease Obligation.

                  Person - an individual, partnership, corporation, limited
                  ------ 
                  liability company, limited liability partnership, joint stock
                  company, land trust, business trust, or unincorporated
                  organization, or a government or agency or political
                  subdivision thereof.

                  Plan - an employee benefit plan now or hereafter maintained
                  ----
                  for employees of Borrowers that is covered by Title IV of
                  ERISA.

                  Prior Lenders - NationsBank of Georgia, N.A. and Fleet.
                  -------------

                  Pro Rata - a share of or in all Loans, participations in LC
                  --------
                  Obligations (or, in the case of Fleet, the portion of LC
                  Obligations in which Fleet does not sell a participation
                  interest pursuant to Section 1.3.2 of the Agreement),
                  obligations to indemnify or reimburse Fleet as the procurer of
                  Letters of Credit or Agent, payments, proceeds, collections,
                  Collateral and Extraordinary Expenses, which share for any
                  Lender on any date shall be a percentage arrived at by
                  dividing the amount of the Commitment of such Lender on such
                  date by the aggregate amount of the Commitments of all Lenders
                  on such date.

                  Projections - Borrowers' forecasted Consolidated and
                  -----------
                  consolidating (a) balance sheets, (b) profit and loss
                  statements, (c) cash flow statements, and (d) capitalization
                  statements, all prepared on a consistent basis with Borrowers'
                  historical financial statements, together with appropriate
                  supporting details and a statement of underlying assumptions.

                  Properly Contested - in the case of any Debt of an Obligor
                  ------------------
                  (including any Taxes) that is not paid as and when due or
                  payable by reason of such Obligor's bona fide dispute
                  concerning its liability to pay same or concerning the amount
                  thereof, (i) such Debt and any Liens securing same are being
                  properly contested in good faith by appropriate proceedings
                  promptly instituted and diligently conducted; (ii) such
                  Obligor has established appropriate 
<PAGE>
 
                  reserves as shall be required in conformity with GAAP, (iii)
                  the non-payment of such Debt will not have a Material Adverse
                  Effect and will not result in a forfeiture of any assets of
                  such Obligor; (iv) no Lien is imposed upon any of such
                  Obligor's assets with respect to such Debt unless such Lien is
                  at all times junior and subordinate in priority to the Liens
                  in favor of Agent (except only with respect to property taxes
                  that have priority as a matter of applicable state law) and
                  enforcement of such Lien is stayed during the period prior to
                  the final resolution or disposition of such dispute; (v) if
                  the Debt results from or is determined by the entry, rendition
                  or issuance against a Obligor or any of its assets of a
                  judgment, writ, order or decree, such judgment, writ, order or
                  decree is stayed or bonded pending a timely appeal or other
                  judicial review; and (vi) if such contest is abandoned,
                  settled or determined adversely to such Obligor, such Obligor
                  forthwith pays such Debt and all penalties and interest in
                  connection therewith.

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

                  Purchase Money Debt - means and includes (i) Debt (other than
                  -------------------
                  the Obligations) for the payment of all or any part of the
                  purchase price of any fixed assets, (ii) any Debt (other than
                  the Obligations) incurred at the time of or within 10 days
                  prior to or after the acquisition of any fixed assets for the
                  purpose of financing all or any part of the purchase price
                  thereof, and (iii) any renewals, extensions or refinancings
                  thereof, but not any increases in the principal amounts
                  thereof outstanding at the time.

                  Purchase Money Lien - a Lien upon fixed assets which secures
                  -------------------
                  Purchase Money Debt, but only if such Lien shall at all times
                  be confined solely to the fixed assets acquired through the
                  incurrence of the Purchase Money Debt secured by such Lien.

                  Regulation D - Regulation D of the Board of Governors.
                  ------------ 

                  Register - the register maintained by Agent in accordance with
                  --------
                  Section 4.8.2 of the Agreement.

                  Renewal Term - as defined in Section 5.1 of the Agreement.
                  ------------

                  Rentals - as defined in Section 9.2.13 of the Agreement.
                  -------

                  Reportable Event - any of the events set forth in Section
                  ---------------- 
                  4043(b) of ERISA.

                  Required Lenders - at any date of determination thereof,
                  ---------------- 
                  Lenders having Commitments representing at least 66-2/3% of
                  the aggregate Commitments at such time; provided, however,
                                                          --------  -------
                  that if any Lender shall be in breach of any of its
                  obligations hereunder to Borrowers or Agent, including any
                  breach resulting from its failure to honor its Commitment in
                  accordance with the terms of this Agreement, then, for so long
                  as such breach continues, the term "Required Lenders" shall
                  mean Lenders (excluding each Lender that is in breach of its
                  obligations hereunder) having Commitments representing at
                  least 66-2/3% of the aggregate Commitments at such time;
                  provided, further, however, that if the Commitments have been
                  --------  -------  -------
                  terminated, the term "Required Lenders" shall mean Lenders
                  (excluding each
<PAGE>
 
                  Lender that is in breach of its obligations hereunder) holding
                  Loans representing at least 66-2/3% of the aggregate principal
                  amount of Loans outstanding at such time.

                  Restricted Investment - any acquisition of Property by a
                  ---------------------
                  Borrower or any of its Subsidiaries in exchange for cash or
                  other Property, whether in the form of an acquisition of
                  Equity Interests or indebtedness or obligations, or the
                  purchase or acquisition by a Borrower or any of its
                  Subsidiaries of any other Property, or a loan, advance,
                  capital contribution or subscription, except acquisitions of
                  the following: (a) fixed assets to be used in the business of
                  a Borrower or any of its Subsidiaries so long as the
                  acquisition costs thereof constitute Capital Expenditures
                  permitted hereunder; (b) goods held for sale or lease or to be
                  used in the manufacture of goods or the provision of services
                  by a Borrower or any of its Subsidiaries in the ordinary
                  course of business; (c) Current Assets arising from the sale
                  or lease of goods or the rendition of services in the ordinary
                  course of business of a Borrower or any of its Subsidiaries;
                  (d) investments in Subsidiaries of a Borrower to the extent
                  existing on the Closing Date; and (e) Cash Equivalents.

                  Revolver Commitment - at any date for any Lender, the
                  -------------------
                  obligation of such Lender to make Revolver Loans and to
                  participate in LC Obligations pursuant to the terms and
                  conditions of the Agreement, which shall not exceed the
                  principal amount set forth opposite such Lender's name under
                  the heading "Revolver Commitment" on the signature pages
                  hereof or the signature page of the Assignment and Acceptance
                  by which it became a Lender, as modified from time to time
                  pursuant to the terms of the Agreement or to give effect to
                  any applicable Assignment and Acceptance; and

                  "Revolver Commitments" means the aggregate principal amount of
                   -------------------- 
                  the Revolver Commitments of all Lenders, the maximum amount of
                  which shall be $70,000,000.

                  Revolver Loan - a Loan made by Lenders as provided in Section
                  -------------
                  1.1 of the Agreement or a Settlement Loan funded solely by
                  Fleet.

                  Revolver Note - a Revolver Note to be executed by Borrowers in
                  -------------
                  favor of each Lender in the form of Exhibit A attached hereto,
                                                      ---------
                  which shall be in the face amount of such Lender's Revolver
                  Commitment and which shall evidence all Revolver Loans made by
                  such Lender to Borrowers pursuant to the Agreement.

                  Schedule of Accounts - as defined in Section 7.2.1 of the
                  --------------------
                  Agreement.

                  Security - shall have the same meaning as in Section 2(1) of
                  --------
                  the Securities Act of 1933.

                  Security Documents - the Business Interruption Insurance
                  ------------------
                  Assignment and all other instruments and agreements now or at
                  any time hereafter securing the whole or any part of the
                  Obligations.

                  Senior Officer - the chairman of the board of directors, the
                  --------------
                  president or the chief financial officer of, or in-house legal
                  counsel to, Borrowers.

                  Settlement Date - as defined in Section 3.1.3(i) of the
                  ---------------
                  Agreement.
<PAGE>
 
                  Settlement Loan - as defined in Section 3.1.3(ii) of the
                  ---------------
                  Agreement.

                  Settlement Report - a report delivered by Agent to Lenders
                  -----------------
                  summarizing the amount of the outstanding Revolver Loans as of
                  the Settlement Date and the calculation of the Borrowing Base
                  as of such Settlement Date.

                  Solvent - as to any Person, such Person (i) owns Property
                  -------
                  whose fair saleable value is greater than the amount required
                  to pay all of such Person's Debts (including contingent
                  debts), (ii) is able to pay all of its Debts as such Debts
                  mature, (iii) has capital sufficient to carry on its business
                  and transactions and all business and transactions in which it
                  is about to engage; and (iv) is not "insolvent" within the
                  meaning of Section 101(32) of the Bankruptcy Code.

                  Statutory Reserves - on any date, the percentage (expressed as
                  ------------------
                  a decimal) established by the Board of Governors which is the
                  then stated maximum rate for all reserves (including, but not
                  limited to, any emergency, supplemental or other marginal
                  reserve requirements) applicable to any member bank of the
                  Federal Reserve System in respect to Eurocurrency Liabilities
                  (or any successor category of liabilities under Regulation D).
                  Such reserve percentage shall include, without limitation,
                  those imposed pursuant to said Regulation D. The Statutory
                  Reserve shall be adjusted automatically on and as of the
                  effective date of any change in such percentage.

                  Subordinated Debt - Debt of any or all Borrowers that is fully
                  -----------------
                  and absolutely subordinated in right of payment to the
                  Obligations in a manner satisfactory to Agent.

                  Subsidiary - any Person a majority of the equity ownership or
                  ----------
                  Voting Stock of which is at the time owned, directly or
                  indirectly, by a Borrower or by one or more other Subsidiaries
                  or by a Borrower and one or more other Subsidiaries.

                  Taxes - any present or future taxes, levies, imposts, duties,
                  -----
                  fees, assessments, deductions, withholdings or other charges
                  of whatever nature, including income, receipts, excise,
                  property, sales, use, transfer, license, payroll, withholding,
                  social security and franchise taxes now or hereafter imposed
                  or levied by the United States, or any state, local or foreign
                  government or by any department, agency or other political
                  subdivision or taxing authority thereof or therein and all
                  interest, penalties, additions to tax and similar liabilities
                  with respect thereto, but excluding, in the case of each
                  Lender, taxes imposed on or measured by the net income or
                  overall gross receipts of such Lender.

                  Transferee - as defined in Section 13.3.3 of the Agreement.
                  ----------

                  Trustee - State Street Bank and Trust Company, as successor to
                  -------
                  Shawmut Bank Connecticut, National Association, and any other
                  successor trustee under the Indenture.

                  Type - the type of a Loan, which shall be either a LIBOR Loan
                  ----
                  or a Base Rate Loan.

                  UCC - the Uniform Commercial Code (or any successor statute)
                  ---
                  as adopted and in force in the State of Alabama or, when the
                  laws of any other state govern the method or manner of the
                  creation or perfection of any security interest in any of the
                  Collateral, the Uniform Commercial Code (or any successor
                  statute) of such state.
 
<PAGE>
 
                  Value - with reference to the value of Eligible Inventory,
                  -----
                  value determined on the basis of the lower of cost or market
                  of such Eligible Inventory, with the cost thereof calculated
                  on a first-in, first-out basis.

                  Voting Stock - Securities of any class or classes of a
                  ------------
                  corporation the holders of which are ordinarily, in the
                  absence of contingencies, entitled to elect a majority of the
                  corporate directors (or Persons performing similar functions).

                  Accounting Terms. Unless otherwise specified herein, all terms
                  ----------------
of an accounting character used in the Agreement shall be interpreted, all
accounting determinations under the Agreement shall be made, and all financial
statements required to be delivered under the Agreement shall be prepared in
accordance with GAAP, applied on a basis consistent with the most recent audited
Consolidated financial statements of Borrowers and their Subsidiaries heretofore
delivered to Agent and Lenders and using the same method for inventory valuation
as used in such audited financial statements, except for any change in which
Borrowers' independent public accountants concur or as required by GAAP unless
(i) Borrowers shall have objected to determining such compliance on such basis
at the time of delivery of such financial statements or (ii) Agent or any Lender
shall so object in writing within 30 days after the delivery of such financial
statements, in either of which events such calculations shall be made on a basis
consistent with those used in the preparation of the latest financial statements
as to which such objection shall not have been made. In the event of any change
in GAAP that occurs after the date of the Agreement and that is material to
Borrowers, Agent and Lenders shall the right to require either that conforming
adjustments be made to any financial covenants set forth in the Agreement, or
the components thereof, that are affected by such change or that Borrowers
report its financial condition based on GAAP as in effect immediately prior to
the occurrence of such change.

                  Other Terms. All other terms contained in the Agreement shall
                  -----------
have, when the context so indicates, the meanings provided for by the UCC to the
extent the same are used or defined therein.

                  Certain Matters of Construction. The terms "herein," "hereof"
                  -------------------------------
and "hereunder" and other words of similar import refer to the Agreement as a
whole and not to any particular section, paragraph or subdivision. Any pronoun
used shall be deemed to cover all genders. In the computation of periods of time
from a specified date to a later specified date, the word "from" means "from and
including" and the words "to" and "until" each means "to but excluding." The
section titles, table of contents and list of exhibits appear as a matter of
convenience only and shall not affect the interpretation of the Agreement. All
references to statutes and related regulations shall include any amendments of
same and any successor statutes and regulations. All references to any of the
Loan Documents shall include any and all amendment or modifications thereto and
any and all restatements, extensions or renewals thereof. All references to any
Person shall mean and include the successors and permitted assigns of such
Person. All references to "including" and "include" shall be understood to mean
"including, without limitation." All references to the time of day shall mean
the time of day on the day in question in Atlanta, Georgia, unless otherwise
expressly provided in the Agreement. A Default or an Event of Default shall be
deemed to exist at all times during the period commencing on the date that such
Default or Event of Default occurs to the date on which such Default or Event of
Default is waived in writing pursuant to this Agreement or, in the case of a
Default, is cured within any period of cure expressly provided in this
Agreement; and an Event of Default shall "continue" or be "continuing" until
such Event of Default has been waived in writing by Lender. Whenever the phrase
"to the best of Borrower's knowledge" or words of similar import relating to the
knowledge or the awareness of a Borrower are used herein, such phrase shall mean
and refer to (i)
<PAGE>
 
the actual knowledge of a Senior Officer of such Borrower or (ii) the knowledge
that a Senior Officer would have obtained if they had engaged in good faith and
the diligent performance of their duties, including the making of such
reasonable specific inquiries as may be necessary of the officers, employees or
agents of such Borrower and a good faith attempt to ascertain the existence or
accuracy of the matter to which such phrase relates.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
 
         IN WITNESS WHEREOF, this Appendix has been duly executed, on November
13, 1997.

                                        BORROWERS:
                                        ---------

                                        GULF STATES STEEL, INC. OF ALABAMA

                                         By: /s/ Jeffrey S. Stein
                                            ------------------------------------
                                              Jeffrey S. Stein, Vice-President
                                              and Assistant Secretary


                                        Address:
                                        174 South 26th Street
                                        Gadsden, Alabama  35904
                                        Attention:  President
                                        Telecopier No.:  (205) 543-6218
                                        -------------- 
 

                                        ALABAMA STRUCTURAL BEAM CORP.


                                         By: /s/ Jeffrey S. Stein
                                            ------------------------------------
                                            Jeffrey S. Stein, Vice-President and
                                              Assistant Secretary


                                        Address:
                                        174 South 26th Street
                                        Gadsden, Alabama  35904
                                        Attention:  President
                                        Telecopier No.:  (205) 543-6218
                                        --------------


                                        LENDERS:
                                        -------

                                        FLEET CAPITAL CORPORATION


Revolver Commitment: $35,000,000        By: /s/ Timothy J. Broderick
Equipment Commitment: $5,000,000           -------------------------------------
Total Commitment:  $40,000,000   
                                        Title: Senior Vice President
                                              ----------------------------------

                                        LIBOR Lending Office:
                                        200 Glastonbury Boulevard
                                        Glastonbury, Connecticut 06033
                                        Attention:  Office Head
                                        Telecopier No.:  (860) 657-7759
                                        --------------
<PAGE>
 
                                        CONGRESS FINANCIAL CORPORATION


Revolver Commitment: $35,000,000        By: /s/ Edward I. Shifman
Term Loan Commitment: $5,000,000           -------------------------------------
Total Commitment:  $40,000,000          
                                        Title: Senior Vice President
                                              ----------------------------------

                                        LIBOR Lending Office:
                                        One Post Office Square
                                        Boston, Massachusetts  02109
                                        Attention:  Mr. Marc Swartz
                                        Telecopier No.:  (617) 338-1497
                                        --------------


                                        AGENT:
                                        -----

                                        FLEET CAPITAL CORPORATION,
                                        as Agent


                                         By: /s/ Timothy J. Broderick
                                            ------------------------------------

                                         Title: Senior Vice President
                                               ---------------------------------

                                         Address:
                                         200 Glastonbury Boulevard
                                         Glastonbury, Connecticut  06033
                                         Attention:  Office Head
                                         Telecopier No.:  (860) 657-7759
                                         --------------
<PAGE>
 
                                    EXHIBIT A


                              FORM OF REVOLVER NOTE

                                                               November 13, 1997
                                                               U.S. $________.__

         FOR VALUE RECEIVED, the undersigned, GULF STATES STEEL, INC. OF ALABAMA
("GSS"), an Alabama corporation, ALABAMA STRUCTURAL BEAM CORP. ("ASB"), an
Alabama corporation; GSS and ASB being referred to collectively as "Borrowers,"
and individually as a "Borrower"), hereby unconditionally, and jointly and
severally, promise to pay to the order of ________________ (herein, together
with any subsequent holder hereof, called the "Lender") the principal sum of
$_______________ or such lesser sum as may constitute Lender's Pro Rata share of
the outstanding principal amount of all Revolver Loans pursuant to the terms of
the Loan Agreement referred to below on the date on which such outstanding
principal amounts become due and payable pursuant to Section 4.2 of the Loan
Agreement (as defined below), in strict accordance with the terms thereof.
Borrowers likewise unconditionally, and jointly and severally, promise to pay to
Lender interest from and after the date hereof on Lender's Pro Rata share of the
outstanding principal amount of Revolver Loans at such interest rates, payable
at such times, and computed in such manner as are specified in Section 2.1 of
the Loan Agreement, in strict accordance with the terms thereof.

         This Revolver Note ("Note") is issued pursuant to, and is one of the
"Revolver Notes" referred to in, the Loan and Security Agreement dated the date
hereof (as the same may be amended from time to time, the "Loan Agreement"),
among Borrowers, Fleet Capital Corporation ("Agent"), as agent for the financial
institutions from time to time parties thereto as lenders ("Lenders"), and such
Lenders, and Lender is and shall be entitled to all benefits thereof and of all
Loan Documents executed and delivered in connection therewith. The provisions of
the Loan Agreement are incorporated herein by this reference. All capitalized
terms used herein, unless otherwise defined herein, shall have the meanings
ascribed to such terms in the Loan Agreement.

         The repayment of the principal balance of this Note is subject to the
provisions of Section 4.2 of the Loan Agreement. The entire unpaid principal
balance and all accrued interest on this Note shall be due and payable
immediately upon the termination of the Commitments as set forth in Section 5.2
of the Loan Agreement.

         All payments of principal and interest shall be made in Dollars in
immediately available funds as specified in the Loan Agreement.

         Upon or after the occurrence of an Event of Default and for so long as
such Event of Default exists, the principal balance and all accrued interest of
this Note may be declared due and payable in the manner and with the effect
provided in the Loan Agreement, and the unpaid principal balance hereof shall
bear interest at the Default Rate as and when provided in Section 2.1.5 of the
Loan Agreement. Borrowers jointly and severally agree to pay, and save Lender
harmless against, any liability for the payment of, all costs and expenses,
including, but not limited to, reasonable attorneys' fees, arising in connection
with the enforcement by Lender of any of its rights under this Note, the Loan
Agreement or any of the other Loan Documents.
<PAGE>
 
         All principal amounts of Revolver Loans made by Lender to Borrowers
pursuant to the Loan Agreement, and all accrued and unpaid interest thereon,
shall be deemed outstanding under this Note and shall continue to be owing by
Borrowers in accordance with the terms of this Note and the Loan Agreement.

         In no contingency or event whatsoever, whether by reason of advancement
of the proceeds hereof or otherwise, shall the amount paid or agreed to be paid
to Lender for the use, forbearance or detention of money advanced hereunder
exceed the highest lawful rate permissible under any law which a court of
competent jurisdiction may deem applicable hereto; and, in the event of any such
payment inadvertently paid by Borrowers or inadvertently received by Lender,
such excess sum shall be, at Borrowers' option, returned to Borrowers forthwith
or credited as a payment of principal, but shall not be applied to the payment
of interest. It is the intent hereof that Borrowers not pay or contract to pay,
and that Lender not receive or contract to receive, directly or indirectly in
any manner whatsoever, interest in excess of that which may be paid by Borrowers
under Applicable Law.

         Time is of the essence of this Note. To the fullest extent permitted by
Applicable Law, each Borrower, for itself and its legal representatives,
successors and assigns, expressly waives presentment, demand, protest, notice of
dishonor, notice of non-payment, notice of maturity, notice of protest,
presentment for the purpose of accelerating maturity, diligence in collection,
and the benefit of any exemption or insolvency laws.

         Wherever possible each provision of this Note shall be interpreted in
such a manner as to be effective and valid under Applicable Law, but if any
provision of this Note shall be prohibited or invalid under Applicable Law, such
provision shall be ineffective to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or remaining provisions of
this Note. No delay or failure on the part of Lender in the exercise of any
right or remedy hereunder shall operate as a waiver thereof, nor as an
acquiescence in any default, nor shall any single or partial exercise by Lender
of any right or remedy preclude any other right or remedy. Lender, at its
option, may enforce its rights against any Collateral securing this Note without
enforcing its rights against any Borrower, any guarantor of the indebtedness
evidenced hereby or any other property or indebtedness due or to become due to
any Borrower. Each Borrower agrees that, without releasing or impairing such
Borrower's liability hereunder, Lender may at any time release, surrender,
substitute or exchange any Collateral securing this Note and may at any time
release any party primarily or secondarily liable for the indebtedness evidenced
by this Note.

         The rights and obligations of Lender and Borrowers hereunder shall be
construed in accordance with and governed by the laws (without giving effect to
the conflict of law principles thereof) of the State of Georgia. This Note is
intended to take effect as an instrument under seal under Georgia law.

         IN WITNESS WHEREOF, Borrowers have caused this Note to be executed and
delivered by its duly authorized officer on the date first above written.

                               BORROWER:
                               --------
                               GULF STATES STEEL, INC. OF ALABAMA

                               By: 
                                   -------------------------------------
                                     Jeffrey S. Stein, Vice-President and
                                     Assistant Secretary
                    (Signatures continued on following page)
<PAGE>
 
                               BORROWER
                               --------

                               ALABAMA STRUCTURAL BEAM CORP.

                               By: 
                                   --------------------------------------
                                     Jeffrey S. Stein, Vice-President and

                               Assistant Secretary
<PAGE>
 
                                    EXHIBIT B
                                    ---------


                    Form of Notice of Conversion/Continuation
                    ----------------------------------------- 


                           Date ______________,______



Fleet Capital Corporation, as Agent
200 Glastonbury Boulevard
Glastonbury, Connecticut 06033
Attention: Loan Administration Officer
---------

         Re: Loan and Security Agreement dated November 13, 1997, by and among
         Gulf States Steel, Inc. of Alabama, Alabama Structural Beam Corp.,
         Fleet Capital Corporation, as agent for certain Lenders from time to
         time parties thereto, and such Lenders (as at any time amended, the
         "Loan Agreement")

Gentlemen:

         This Notice of Conversion/Continuation is delivered to you pursuant to
Section 2.1.2 of the Loan Agreement. Unless otherwise defined herein,
capitalized terms used herein shall have the meanings attributable thereto in
the Loan Agreement. Borrowers hereby give notice of their request as follows:

Check as applicable:

                  _ A conversion of Loans from one Type to another, as follows:

                    (i) The requested date of the proposed conversion is
         ______________, 19__ (the "Conversion Date");

                   (ii) The Type of Loans to be converted pursuant hereto are
         presently __________________ [select either LIBOR Loans or Base Rate
         Loans] in the principal amount of $_____________ outstanding as of the
         Conversion Date;

                   (iii) The portion of the aforesaid Loans to be converted on
         the Conversion Date is $_____________ (the "Conversion Amount");

                   (iv) The Conversion Amount is to be converted into a
         ____________ [select either a LIBOR Loan or a Base Rate Loan] (the
         "Converted Loan") on the Conversion Date.

                   (v) [In the event a Borrower selects a LIBOR Loan:] Borrowers
         hereby request that the Interest Period for such Converted Loan be for
         a duration of _____ [insert length of Interest Period].

                  _ A continuation of LIBOR Loans for new Interest Period, as
                  follows:
<PAGE>
 
                   (i) The requested date of the proposed continuation is
         _______________, 19__ (the "Continuation Date");

                   (ii) The aggregate amount of the LIBOR Loans subject to such
         continuation is $__________________;

                   (iii) The duration of the selected Interest Period for the
         LIBOR Loans which are the subject of such continuation is:
         _____________ [select duration of applicable Interest Period];

         Each Borrower hereby ratifies and reaffirms all of its liabilities and
obligations under the Loan Documents and certifies that no Default or Event of
Default exists on the date hereof.

          Borrowers have caused this Notice of Conversion/Continuation to be
executed and delivered by their duly authorized representative, this _______ day
of ______________, 19__.


                               ----------------------------------


                               By:
                                  --------------------------------------

                               Title:
                                     -----------------------------------
<PAGE>
 
                                    EXHIBIT C
                                    ---------


                           Form of Notice of Borrowing
                           ---------------------------


                           Date ______________, ______



Fleet Capital Corporation, as Agent
200 Glastonbury Boulevard
Glastonbury, Connecticut 06033
Attention: Loan Administration Officer
---------

         Re: Loan and Security Agreement dated November 13, 1997, by and among
         Gulf States Steel, Inc. of Alabama, Alabama Structural Beam Corp.,
         Fleet Capital Corporation, as agent for certain Lenders from time to
         time parties thereto, and such Lenders (as at any time amended, the
         "Loan Agreement")

Gentlemen:

         This Notice of Borrowing is delivered to you pursuant to Section 3.1.1
of the Loan Agreement. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings attributable thereto in the Loan Agreement.
Borrowers hereby request a [Revolver Loan] [Equipment Loan] in the aggregate
principal amount of $______________ to be made on _____________, _____, and to
consist of:

         Check as applicable: _ Base Rate Loans in the aggregate principal
         amount of $_____________

                              _ LIBOR Loans in the aggregate principal amount of
         $___________, with Interest Periods as follows:

                   (i) As to $_____________, an Interest Period of ______
         month(s);

                   (ii) As to $_____________, an Interest Period of ______
         months;

                   (iii) As to $_____________, an Interest Period of ______
         months.

         Each Borrower hereby ratifies and reaffirms all of its liabilities and
obligations under the Loan Documents and hereby certifies that no Default or
Event of Default exists on the date hereof.

         Borrowers have caused this Notice of Borrowing to be executed and
delivered by their duly authorized representative, this ______ day of
_____________, _____.

                             --------------------------------------

                             By:
                                ------------------------------------

                             Title:
                                   ----------------------------------
<PAGE>
 
                                    EXHIBIT D
                                    ---------

                             Compliance Certificate


                            [Letterhead of Borrower]


                                       __________________, 19__


Fleet Capital Corporation, as Agent
200 Glastonbury Boulevard
Glastonbury, Connecticut 06033

         The undersigned, the chief financial officer of Gulf States Steel, Inc.
of Alabama, on behalf of Gulf States Steel, Inc. and Alabama Structural Beam
Corp., (collectively, "Borrowers"), gives this certificate to Fleet Capital
Corporation ("Agent") in accordance with the requirements of Section 9.1.3 of
that certain Loan and Security Agreement dated November 13, 1997, among
Borrowers, Agent and the Lenders referenced therein ("Loan Agreement").
Capitalized terms used in this Certificate, unless otherwise defined herein,
shall have the meanings ascribed to them in the Loan Agreement.

              1. Based upon my review of the balance sheets and statements of
income of Borrowers and their Subsidiaries for the [Fiscal Year] [quarterly
period] ending __________________, 19__, copies of which are attached hereto, I
hereby certify that:

                   (a) Consolidated Adjusted Tangible Net Worth is
              $____________;

                   (b) Capital Expenditures during the period and for the Fiscal
              Year to date total $_________ for Borrowers.

              2. No Default exists on the date hereof, other than:
__________________________________________________________________ [if none, so
state]; and

              3. No Event of Default exists on the date hereof, other than
__________ ____________________________________________________ [if none, so
state].

              4. As of the date hereof, each Borrower is current in its payment
of all accrued rent and other charges to Persons who own or lease any premises
where any of the Collateral is located, and there are no pending disputes or
claims regarding any Borrower's failure to pay or delay in payment of any such
rent or other charges.

                             Very truly yours,

                             GULF STATES STEEL, INC. OF ALABAMA

                             By:
                                -------------------------------------------

                             Name:
                                  -----------------------------------------
                                  Chief Financial Officer
<PAGE>
 
                                    EXHIBIT E
                                    ---------



                           OPINION LETTER REQUIREMENTS


         With respect to each Borrower, Borrowers' counsel's opinion letter
should address the following in a manner satisfactory to Agent:

1. Each Borrower's due incorporation, valid existence, good standing and
qualification as a foreign corporation.

2. Corporate name of each Borrower.

3. Each Borrower's corporate power to execute, deliver and perform the Loan
Documents.

4. Each Borrower's due authorization to execute, deliver and perform the Loan
Documents, and its due execution and delivery thereof.

5. Each Borrower's execution, delivery and performance of the Loan Documents do
not (a) violate the articles or bylaws, (b) cause a breach or default under any
agreement, including the Indenture (c) violate any law, regulation, judgment or
order, or (d) result in or require a Lien or other encumbrance other than in
favor of Agent.

6. The number of issued and outstanding shares of stock of each Borrower.

7. The Loan Documents as legal, valid and binding obligations, enforceable
against all Obligors in accordance with their respective terms, subject to
standard bankruptcy and other creditor's rights and equity exceptions.

8. Counsel's lack of knowledge of litigation or other proceedings, except as
disclosed in Loan Agreement.

9. Absence of any registration, filing, consent or approval requirement of
governmental authority in connection with the execution, delivery and
performance of the Loan Documents.

10. Non-violation by the Loan Documents of any Applicable Laws relating to
interest or usury.

11. Due payment of all applicable taxes and fees required to be paid in
connection with the Loans, the Loan Documents, UCC-1 financing statements and
other Security Documents.

12. Creation in favor of Agent of a duly perfected security interest in the
Collateral described in the Security Documents.

13. Absence of violation of Section 7 of the Securities Exchange Act of 1934, as
amended, any regulations issued pursuant thereto, or regulations G, T, U and X
of the Board of Governors of the Federal Reserve System, by the transactions
contemplated by the Loan Documents.

14. Absence of requirement under the laws of applicable states for Agent or
Lenders to qualify in such states to enter into or enforce the provisions of the
Loan Documents.
<PAGE>
 
                                    EXHIBIT F
                                    ---------  


                        FORM OF ASSIGNMENT AND ACCEPTANCE
                        ---------------------------------


                            Dated as of ______, 19__



         Reference is made to the Loan and Security Agreement dated November __,
1997 (at any time amended, the "Loan Agreement"), among Gulf States Steel, Inc.
of Alabama, ("GSS"), and Alabama Structural Beam Corp., ("ASB;"), GSS and ASB
being referred to collectively as "Borrowers," and individually as a
"Borrower"), FLEET CAPITAL CORPORATION, in its capacity as agent ("Agent") for
the financial institutions from time to time party to the Loan Agreement
("Lenders"), and Lenders. Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the Loan Agreement.

         ______________________________________ (the "Assignor") and
______________________________________ (the "Assignee") agree as follows:

         1. (A) Assignor hereby assigns to Assignee and Assignee hereby
purchases and assumes from Assignor (i) a principal amount of $________ of the
outstanding Revolver Loans held by Assignor and $_________ of participations of
Assignor in LC Obligations (which amounts, according to the records of Agent,
represent _______% of the total principal amount of outstanding Revolver Loans
and LC Obligations) and (ii) a principal amount of $__________ of Assignor's
Revolver Commitment (which amount includes Assignor's outstanding Revolver Loans
being assigned to Assignee pursuant to clause (i) above and which, according to
the records of Agent, represents (____%) of the total Revolver Commitments of
Lenders under the Loan Agreement); (B) Assignor hereby assigns to Assignee and
Assignee hereby purchases and assumes from Assignor (i) a principal amount of
$________ of the outstanding Equipment Loans and (ii) a principal amount of
$_________ of Assignor's Equipment Loan Commitment (which amount includes
Assignor's outstanding Equipment Loans being assigned to Assignee pursuant to
clause (i) above and which, according to the records of Agent, represents
________% of the total Equipment Commitments of the Lenders under the Loan
Agreement) (the items described in (A) and (B) above being herein collectively
referred to as the "Assigned Interests"), together with an interest in the Loan
Documents corresponding to the Assigned Interest. This Agreement shall be
effective from the date (the "Assignment Effective Date") on which Assignor
receives both (x) the principal amount of the Assigned Interest in the Loans on
the Assignment Effective Date, if any, and (y) a copy of this Agreement duly
executed by Assignee. From and after the Assignment Effective Date, Assignee
hereby expressly assumes, and undertakes to perform, all of Assignor's
obligations in respect of Assignor's Commitments to the extent, and only to the
extent, of Assignee's Assigned Interest, and all principal, interest, fees and
other amounts which would otherwise be payable to or for Assignor's account in
respect of the Assigned Interest shall be payable to or for Assignee's account,
to the extent such amounts have accrued subsequent to the Assignment Effective
Date.
<PAGE>
 
         2. Assignor (i) represents that as of the date hereof, the aggregate of
its Commitments under the Loan Agreement (without giving effect to assignments
thereof, which have not yet become effective) is $__________, and the
outstanding balance of its Loans and participations in LC Obligations (unreduced
by any assignments thereof, which have not yet become effective) is $__________;
(ii) makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in
connection with the Loan Agreement or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Agreement or any
other instrument or document furnished pursuant thereto, other than that
Assignor is the legal and beneficial owner of the interest being assigned by it
hereunder and that such interest is free and clear of any adverse claim; (iii)
makes no representation or warranty and assumes no responsibility with respect
to the financial condition of Borrowers, the performance or observance by
Borrowers of any of their obligations under the Loan Agreement or any of the
Loan Documents[; and (iv) attaches the Notes held by it and requests that Agent
exchange such Notes for new Notes payable to Assignee and the Assignor in the
principal amounts set forth on Schedule A hereto].
                               ----------

         3. Assignee (i) represents and warrants that it is legally authorized
to enter into this Assignment and Acceptance; (ii) confirms that it has received
a copy of the Loan Agreement, together with copies of the most recent financial
statements delivered pursuant to Section 9.1.3 thereof, and copies of such other
Loan Documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Acceptance; (iii)
agrees that it shall, independently and without reliance upon the Assignor and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Loan Agreement; (iv) confirms that it is eligible to become an
Assignee; (v) appoints and authorizes Agent to take such action as agent on its
behalf and to exercise such powers under the Loan Agreement as are delegated to
Agent by the terms thereof, together with such powers as are incidental thereto;
(vi) agrees that it will strictly observe and perform all the obligations that
are required to be performed by it as a "Lender" under the terms of the Loan
Agreement and the other Loan Documents; and (vii) agrees that it will keep
confidential all information with respect to Borrowers furnished to it by
Borrowers or the Assignor to the extent provided in the Loan Agreement.

         4. Assignor acknowledges and agrees that it will not sell or otherwise
dispose of the Assigned Interest or any portion thereof, or grant any
participation therein, in a manner which, or take any action in connection
therewith which, would violate the terms of any of the Loan Documents.

         5. This Agreement and all rights and obligations shall be interpreted
in accordance with and governed by the laws of the State of Connecticut. If any
provision hereof would be invalid under Applicable Law, then such provision
shall be deemed to be modified to the extent necessary to render it valid while
most nearly preserving its original intent; no provision hereof shall be
affected by another provision's being held invalid.

         6. Each notice or other communication hereunder shall be in writing,
shall be sent by messenger, by telecopy or facsimile transmission or by
first-class mail, shall be deemed given when sent and shall be sent as follows:

         If to Assignee, to the following address (or to such other address as
Assignee may designate from time to time):

                   --------------------------
                   --------------------------
<PAGE>
 
         If to Assignor, to the following address (or to such other address as
Assignor may designate from time to time):
                   --------------------------
                   --------------------------
                   --------------------------
                   --------------------------

         Payments hereunder shall be made by wire transfer of immediately
available Dollars as follows:

         If to Assignee, to the following account (or to such other account as
Assignee may designate from time to time):

                   --------------------------
                   ABA No.
                          -------------------
                   --------------------------
                   Account No.
                              ---------------
                   Reference:  
                             ----------------------

         If to Assignor, to the following account (or to such other account as
Assignor may designate from time to time):

                   --------------------------
                   --------------------------
                   ABA No.
                          -------------------
                   For Account of:
                                  -----------
                   Reference:  
                             ---------------------


         IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed and delivered by their respective duly authorized
officers, as of the date first above written.


                           ----------------------------------------
                           ("Assignor")

                           By:  
                                -----------------------------------

                           Title:  
                                   --------------------------------



                           -----------------------------------------
                           ("Assignee")

                           By:  
                                ------------------------------------

                           Title:  
                                   ---------------------------------
<PAGE>
 
                     SCHEDULE A TO ASSIGNMENT AND ACCEPTANCE
                     ---------------------------------------
<PAGE>
 
                                    EXHIBIT G
                                    ---------

                                 FORM OF NOTICE
                                 --------------


         Reference is made to (i) the Loan and Security Agreement dated 
November __, 1997 (at any time amended, the "Loan Agreement"), among Gulf States
Steel, Inc. of Alabama, ("GSS"), and Alabama Structural Beam Corp., ("ASB;"), 
GSS and ASB being referred to collectively as "Borrowers," and individually as a
"Borrower"), FLEET CAPITAL CORPORATION in its capacity as agent ("Agent") for
the financial institutions from time to time party to the Loan Agreement
("Lenders"), and Lenders, and (ii) the Assignment and Acceptance dated as of
____________, 19__ (the "Assignment Agreement") between __________________ (the
"Assignor") and ____________________ (the "Assignee"). Except as otherwise
defined herein, capitalized terms used herein which are defined in the Loan
Agreement are used herein with the respective meanings specified therein.

         The Assignor hereby notifies Borrowers and Agent of Assignor's intent
to assign to Assignee pursuant to the Assignment Agreement a principal amount of
(i) $________ of the outstanding Revolver Loans and participations in LC
Obligations held by Assignor, (ii) $___________ of Assignor's Revolver
Commitment (which amount includes the Assignor's outstanding Revolver Loans
being assigned to Assignee pursuant to clause (i) above), (iii) $_______________
of the outstanding Equipment Loans held by Assignor, and (iv) $_____________ of
Assignor's Equipment Loan Commitment (which amount includes Assignor's
outstanding portion of the Equipment Loans being assigned to Assignee pursuant
to clause (iii) above), together with an interest in the Loan Documents
corresponding to the interest in the Loans and Commitments so assigned. Pursuant
to the Assignment Agreement, Assignee has expressly assumed all of Assignor's
obligations under the Loan Agreement to the extent of the Assigned Interest (as
defined in the Assignment Agreement).

         For purposes of the Loan Agreement, Agent shall deem Assignor's share
of the Revolver Commitment and Equipment Loan Commitment to be reduced by
$_________ and $__________, respectively, and Assignee's share of the Revolver
Commitment and Equipment Loan Commitment to be increased by $_________ and
$___________, respectively.

         The address of the Assignee to which notices, information and payments
are to be sent under the terms of the Loan Agreement is:

                           ------------------------
                           ------------------------
                           ------------------------
                           ------------------------

         Assignees LIBOR Lending Office address is as follows:


                           ------------------------
                           ------------------------
<PAGE>
 
                           ------------------------
                           ------------------------

         This Notice is being delivered to Borrowers and Agent pursuant to
Section 12.3 of the Loan Agreement. Please acknowledge your receipt of this
Notice by executing and returning to Assignee and Assignor a copy of this
Notice.

         IN WITNESS WHEREOF, the undersigned have caused the execution of this
Notice, as of _________________, 19__.



                                -------------------------------------------
                                ("Assignor")

                                By:  
                                    ---------------------------------------
                                Title:  
                                       ------------------------------------


                                -------------------------------------------
                                ("Assignee")

                                By: 
                                    ---------------------------------------
                                Title:  
                                
                                --------------------------


ACKNOWLEDGED AND AGREED TO
AS OF THE DATE SET FORTH ABOVE:

BORROWERS:
---------

GULF STATES STEEL, INC. OF ALABAMA


By:
   ----------------------------
Title:
      -------------------------


ALABAMA STRUCTURAL BEAM CORP.

By:
   ----------------------------
Title:
      -------------------------

                    [Signatures continued on following page]
<PAGE>
 
FLEET CAPITAL CORPORATION,
as Agent


By:
   ----------------------------
Title:
      -------------------------
<PAGE>
 
                                 SCHEDULE 7.1.1


                               BUSINESS LOCATIONS



        1. Borrowers currently has the following business locations, and
        no others: 
       
         Chief Executive Office: 174 South 26th Street, Gadsden, Alabama 35904
         
         Other Locations:          none

        2. Borrowers maintain their books and records relating to Accounts and
        General Intangibles at:

         174 South 26th Street, Gadsden, Alabama 35904

        3. Borrowers have had no office, place of business or agent for process
        located in any county other than as set forth above.

        4. Each Subsidiary currently has the following business locations, and
        no others:

         Chief Executive Office:    N/A

         Other Locations:

        5. Each Subsidiary maintains its books and records relating to Accounts
        and General Intangibles at:

         N/A

        6. Each Subsidiary has had no office, place of business or agent for
        process located in any county other than as set forth above, except:

         N/A
<PAGE>
 
        7. The following bailees, warehouseman, similar parties and consignees 
        hold inventory of a Borrower or one of its Subsidiaries:

<TABLE> 
<CAPTION> 

Name and Address of Party        Nature of Relationship      Amount of Inventory*          Owner of Inventory
-------------------------        ----------------------      --------------------          ------------------
<S>                              <C>                         <C>                           <C> 
Hanna Steel Corp.                Steel processing and        886,034.72                    G.S.S
3001 Hickory Street              warehousing
Gadsden, AL 35902

Feralloy Corporation             Steel processing and        866,095.24                    G.S.S.
100 Finloy Avenue                warehousing
Birmingham, AL 35204

Doublecote                       Steel processing and                                      G.S.S.
P.O. Box 7394                    warehousing
Jackson, MS 39282

National Material Company        Steel processing and        104,250.23                    G.S.S.
3731 Amy Lynn Drive              warehousing
Nashville, TN 37218

Hanna Steel Corporation          Steel processing and        9,822.97                      G.S.S.
3812 Commerce Avenue             warehousing
Fairfield, AL 35064

Steel Service Company            Steel processing and        1,901.22                      G.S.S.
325 Lower Boundary Street        warehousing
Macon, GA 31208

Chatham Steel                    Steel processing and                                      G.S.S.
101 Pratt Highway                warehousing
Birmingham, AL 35214

Southeastern Metal Process       Steel processing and        88,030.47                     G.S.S.
Route 3, Box 258                 warehousing
Winder, GA 30680

Olympia Metals, Inc.             Steel processing and        7,288.01                      G.S.S.
Blair Bend Drive                 warehousing
Loudon, TN 37774

Smith Water Products Co.         Steel processing and        161,286.83                    G.S.S.
Highway No. 1 North              warehousing
McBee, SC 29101
</TABLE> 
<PAGE>
 
*As of September 30, 1997 (Note:  Amount may vary from time to time).
<TABLE> 

<S>                              <C>                         <C>                           <C>  
A.O. Smith Water Products Co.    Steel processing and        92,526.04                     G.S.S.
401 Frederick Road               warehousing
El Paso, TX 79905

Toledo Pickling & STL Sales      Steel processing and                                      G.S.S.
P.O. Box 3395, Station C         warehousing
Toledo, OH 43607-4467

Voss Clark                       Steel processing and        575,435.92                    G.S.S.
701 Loop Road                    warehousing
Jeffersonville, IN 47130

Southern Coil                    Steel processing and        16,794.11                     G.S.S.
P.O. Box 232                     warehousing
Fairfield, AL 35064

Piper Industries                 Steel processing and        142,053.48                    G.S.S.
P.O. Box 1557                    warehousing
Greenville, MS 38701

Chicago Steel                    Steel processing and        147,660.24                    G.S.S.
700 Chase Street                 warehousing
Gary, IN 46404

Alabama State Docks              Unload ocean vessels and    3,717,790                     G.S.S.
P.O. Box 1588                    store iron ore
Mobile, AL 36633

American Commercial Marine       Steel shipping              37,400.00                     G.S.S.
Service                          (barge loading)
P.O. Box 547
Gunterville, AL 35976

Steel Tech, Inc.                 Steel processing            11,724.19                     G.S.S.
P.O. Box 43339
Louisville, KY 40253

Liberty Steel                    Steel processing            71,612.62                     G.S.S.
P.O. Box 135
Canton, TN 38717
</TABLE> 
<PAGE>
 
<TABLE> 

<S>                              <C>                           <C>                   <C> 
Cargill Ind                      Steel processing              5,703.66              G.S.S.
600 Cowan Street
Nashville, TN 37207-5620
</TABLE> 

*
<PAGE>
 
                                 SCHEDULE 8.1.1


                        JURISDICTIONS IN WHICH BORROWERS
                               AND EACH SUBSIDIARY
                          IS AUTHORIZED TO DO BUSINESS



    Name of Entity                                  Jurisdictions
    --------------                                  -------------
      GSS                                           Alabama
      ASB                                           Alabama
<PAGE>
 
                                 SCHEDULE 8.1.4

                                CAPITAL STRUCTURE


        1. The classes and number of authorized shares of Borrowers and each
        Subsidiary and the record owner of such shares are as follows:

Borrower:
--------
<TABLE> 
<CAPTION> 

      Class of Stock        Number of Shares                         Record Owners           Number of Shares
      --------------        Issued and Outstanding                   -------------           Authorized but Unissued
                            ----------------------                                           -----------------------          
 <S>                        <C>                             <C>                              <C> 
 Common                     3,610,000                       GSS Holding Corp.                390,000
</TABLE> 


Subsidiaries:

<TABLE> 
<CAPTION> 

      Class of Stock        Number of Shares                         Record Owners           Number of Shares
      --------------        Issued and Outstanding                   -------------           Authorized but Unissued
                            ----------------------                                           -----------------------          
 <S>                        <C>                             <C>                              <C> 
 Common                     100                             Gulf States Steel, Inc. of       2,900
                                                            Alabama
</TABLE> 


        2. The number, nature and holder of all other outstanding Securities
        of Borrowers and each of their Subsidiaries are as follows:
 
        Holders of Notes under Indenture hold Warrants to purchase 190,000
        shares of common stock of GSS.


        3. The correct name and jurisdiction of incorporation of each of the
        Subsidiaries of Borrowers and the percentage of its issued and
        outstanding shares owned by a Borrower are as follows:

         N/A

<TABLE> 
<CAPTION> 

                    Name                      Jurisdiction of Incorporation               Percentage of Shares
                    ----                      -----------------------------               Owned by Borrower
                                                                                          -----------------
         <S>                                  <C>                                         <C>  
         N/A
</TABLE> 
<PAGE>
 
        4. The name of each of each Borrower's corporate or joint venture
Affiliates and the nature of the affiliation are as follows:

                           GSS Holding Corp. - Parent
<PAGE>
 
                                SCHEDULE 8.1.5


                                CORPORATE NAMES


        1. Each Borrower's correct corporate name, as registered with the
        Secretary of State of the State of its state of incorporation, is:

        Borrower                              State
        --------                              -----

        Gulf States Steel, Inc. of Alabama    Alabama
        Alabama Structural Beam Corp.         Alabama
 

        2. In the conduct of its business, Borrowers have used the following
        names:
 
        Gulf State Steel Acquisition Corp.    Alabama Structural Beam 
        GSS Acquisition Corp.                 Acquisition Corp. ASB Acquisition
                                              Corp.
 
        3. Each Subsidiaries' correct corporate name, as registered with the
        Secretary of State of the State of its incorporation, is:

               N/A


        4. In the conduct of its business, each Subsidiary has used the
        following names:

               N/A
<PAGE>
 
                                SCHEDULE 8.1.12

                              SURETY OBLIGATIONS

                                     None.
<PAGE>
 
                                SCHEDULE 8.1.13


           TAX IDENTIFICATION NUMBERS OF BORROWERS AND SUBSIDIARIES




Borrowers' Tax ID Numbers are as follows:

                  Name of Borrower                     Tax ID Number
                  ----------------                     -------------
                  GSS                                  63-1141013
                  ASB                                  63-1141014



                  Name of Subsidiary                   Tax ID Number
                  ------------------                   -------------

                  N/A
<PAGE>
 
                                SCHEDULE 8.1.15

                 PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES

        1. Under Trademark Agreement with LTV Steel Co., Ltd., Borrowers may use
the following trademarks on a nonexclusive, royalty-free basis.

<TABLE> 
<CAPTION> 
Trademark                   Status    Product
---------                   ------    -------
<S>                         <C>       <C> 
     DURA-FORM                 R      Formable atomospheric-resistant steel sheet
     
     DURA-PLATE                R      Formable atomospheric-resistant steel sheet
     
     GREEN DOT                 R      Hot dip galvanized steel sheets
     
     MAXT-FORM                 R      High strength, low alloy steels
     
     MA-50                     -      Micro-alloyed, high strength, low alloy steels
     
     REPUBLIC       35         -
     
                    50         -
     
                    60         -
     
                    70         -
     
                    80         -
     
                    A-441      -
     
                    M          -
     
REPUBLIC            P45        -      Hot rolled, high strength, low alloy sheet and strip
     
                    P50        -
     
                    P55        -
     
REPUBLIC            100-AR            Abrasion resistant steel plate
</TABLE> 

------------------------------

R denotes registered trademark 
- denotes unregistered trademark
<PAGE>
 
<TABLE> 
<CAPTION> 
Trademark                   Status    Product
---------                   ------    -------
<S>                         <C>       <C> 
   RN                          -      Renitrogenized high strength, cold rolled steels
                                      
ULTIMET                        -      Ladle metallergy steel products
                                      
X-42-W                         -      High strength, low alloy steels
                                      
X-45-W                         -      
                                      
X-50-W                         -      
                                      
X-55-W                         -      
                                      
X-60-W                         -      
                                      
X-65-W                         -      
                                      
X-70-W                         -      
                                      
X-80-W                         -      As rolled high strength, low
                                      
X-90-W                         -      alloy bar and plate
                               
X-100-W                        -
</TABLE> 
------------------------------

R denotes registered trademark 
- denotes unregistered trademark


2. Under a Patent Agreement with LTV, Borrowers may use the following patents on
   a nonexclusive, royalty-free basis.

<TABLE> 
<CAPTION> 
   Pat No.Issued     Inventor                  Title
   -------------     -------                   -----
   <S>               <C>                       <C> 
   3,552,5891-5-71   S.W. Wheeler              Process for Maintaining Pressure Tight Seal on
                                               Blase Furnace Bell
   
   3,783,0401-1-74   J.B. Ballance et al.      Low Carbon High Strength Steel
   
   3,912,34510-14-75 H.C. Overton              Bearing Chocking Assembly for Mill Rolls
   
   3,920,23011-18-75 J.C. Murphy               Blast Furnace Fuel Injector Land
   
   3,966,2826-29-76  H.C. Overton              Bearing Chocking Assembly for Mill Rolls
   
   4,041,8958-16-77  H.C. Overton et al.       Coating Thickness and Distribution Control
</TABLE> 
   
<PAGE>
 
<TABLE> 
   <C>                 <C>                       <S> 
   4,101,7537-18-78    G.H. Buff et al.          Flash Welding Apparatus and Method
                    
   4,235,59311-25-80   W.H. Malone               Blast Stove
                    
   4,290,7519-22-81    W.H. Malone et al.        Blast Furnace Stove
                    
   4,294,43210-13-81   M.J. Blair et al.         Method and Apparatus for Cooling BOF Hood
                                                 Paneling
                    
   4,346,1298-24-82    C.E. Docker et al.        Method and Apparatus for Thickness Control of a
                                                 Coating
                    
   4,376,2423-8-83     G.E. Buff et al.          Flash Welding Apparatus and Method
                    
   4,397,6988-9-83     A.T. Davenport et al.     Method of Making As-Hot-Rolled Plate
                    
   4,418,10011-29-83   J.L. Bedwell et al.       Apparatus and Method for Reducing Spangle in
                                                 Galvanize Products
                    
   4,465,1178-14-84    C.G. Mason                Ingot Mold Shields
                    
   4,534,0028-6-85     R.G. Urban                Method and Apparatus to Optimize Cut Lengths of
                                                 Material
</TABLE> 

                                  Applications
                                  ------------

   Dkt. 82.51          Hurtuk D.J. et al.        Compacted Graphite Ingot
<PAGE>
 
                                SCHEDULE 8.1.18

             CONTRACTS RESTRICTING BORROWERS' RIGHT TO INCUR DEBTS

        Contracts that restrict the right of a Borrower to incur Debt:


<TABLE> 
<CAPTION> 
        Title of Contract         Identity of Parties            Nature of Restriction           Term of Contract
        -----------------         -------------------            ---------------------           ----------------
 <S>                              <C>                            <C>                             <C> 
 Indenture                        GSS, State Street              Limitation on Permitted         April 15, 2003
                                  Bank, as Trustee               Indebtedness
</TABLE> 
<PAGE>
 
                                SCHEDULE 8.1.19

                                  LITIGATION

         Thyssen Stahl Aktiengesefschaft, a German company ("Thyssen"), had sent
several letters to Borrowers' predecessors in interest claiming infringement on
several patents which it owns. Thyssen has not requested any specific amount of
damages. No correspondence has been received from Thyssen since 1989.

         The Borrowers are not a party to any other significant pending legal
proceedings other than litigation incidental to its business which the Borrowers
believe not materially affect its financial position or results of operation, as
follows:

                               Litigation Status
                  Worker's Compensation Claims in Litigation

William White vs. GSS
---------------------

Attorney                   Leon Garmon
Date of Injury             5-21-87 Shoulder injury 12% upper extremity 
                             rating 
Date of Injury             8-27-92 Right knee injury (total knee 
                             replacement) 
Work Status                Retired 1993

David F. Smith
--------------

Attorney                   Leon Garmon
Date of Injury             10-11-92 Back injury - three back surgeries
Rating                     10% whole person
Vocational Rating          31%-45%
Work Status                Released to return to work with restriction. 
                             Mr. Smith is receiving Social security
                           Disability and claims he is 100%.

Trial is set for October 15, 1997

Larry Pankey
------------

Attorney                   Clarence Rhea
Date of Injury             11-25-93 - Head injury
Rating                     0% whole person
Work Status                Released to return to full work.  Mr. Pankey claims 
                             he is 100% disabled.

Trial is set for October 1, 1997. Mr Pankey's claim of disability was presented
to a Grand Jury for Workers' Compensation Fraud on September 5, 1997. No notice
has been given on an indictment.

Truman Wright
-------------

Attorney                   Gary Bone
Date of Injury             12-31-91 - Right knee - 2 surgeries 
Date of Injury             02-18-94 - Left knee - 1 surgery 
Rating Right Knee          3% whole person 
Rating Left Knee           7% lower extremity 
<PAGE>
 
Work Status                Currently working full duty

Currently negotiating settlement.

John Isom
---------

Attorney                   Richard Rhea
Date of Alleged Injury     03-06-95 - Right knee
Rating                     0%
Work Status                Currently working full duty

Claim was denied based on Mr. Isom's history of Osgood Schlatter's disease. Case
was heard August 8, 1997, currently pending Court's decision.

Joe Morgan
----------

Attorney                   Jay Stover
Date of Injury             9-26-95 - Right knee - 1 surgery
Rating                     2% lower extremity
Work Status                Currently working full duty

Mr. Morgan disputes impairment rating.

Jimmy Crocton
-------------

Attorney                   Gary Bone
Date of Injury             09-01-95 - Burn to face
Rating                     5% lower extremity
Work Status                Currently working full duty

We believe the Alabama Worker's Compensation Law does not provide for Permanent
Partial Disability aware for Mr. Crocton's injury.

Margaret Miller
---------------

Attorney                   Marcus Reid
Date of Injury             09-18-95 - Back and Hip Pain - pending back 
                             surgery 
Rating                     Currently 0% 
Work Status                Currently out of work for Personal Illness.

This claim was just recently filed and is in the discovery process. Borrowers
are informed that an additional worker's compensation complaint was filed by
Cecil Foster, which has not been served on Borrowers.

Total (12)

Ronald Phillips
---------------

Attorney                   David Kimberly
Date of Alleged Injury     04-04-95 - Hand and neck pain - Cervical fusion 
Rating                     10% whole person 
Work Status                Currently working full duty
<PAGE>
 
Mr. Phillips alleges his cervical problems relate to his date of injury. GSS
denies cervical problems are related to his reported injury.

Doris Burchfield
----------------

Attorney                   David Kimberly
Date of Alleged Injury     02-06-97 - Fracture to foot
Rating                     0%
Work Status                Currently working full duty

Both of these claims were denied based on Ms. Burchfield's history of Lupus
Disease. Investigation causes us to believe her injuries did not arise from and
on-the-job injury.

Harold Mason
------------

Attorney                   Tammy Parris
Date of Alleged Injury     1-31-97 - Back Pain
Rating                     0%
Work Status                Currently working full duty

Investigation of alleged injury showed no injury relating to his job.

Larry Simpson
-------------

Attorney                   Dan King
Date of Injury             5-13-95 - Knee- Back - surgery knee and back
Rating                     14% whole person
Work Status                Released to return to work with restrictions.  
                             Mr. Simpson alleges 100% disabled.

This case also involves a claim of negligence and intentional wrongful action
against GSS and a second defendant Gadsden Rehabilitation Center. Mr. Simpson
alleges his back injury occurred during a test performed by Gadsden
Rehabilitation.

                    General Liability Claims in Litigation

Kenneth D. Vest

Attorney                   Robert W. Lee, Jr.
Date of Alleged Injury     09-19-95

Mr. Vest, an employee of Air Products, Inc., claims serious bodily injuries, due
to negligence of GSS. As Mr. Vest was leaving the Praxair Plant, a Locomotive
Engine struck his truck. Mr. Vest has also named the Train Operator and Praxair
in his complaint. This case is currently in the discovery process. GSS does not
believe that it has liability in this case.

Gerald Connel

Attorney                   Ted L. Mann
Date of Injury             03-20-95 - Right Hand
<PAGE>
 
Mr. Connell is employed by ASB and was paid a Worker's Compensation for his
injuries. Mr. Connell alleges that GSS was the principal and master of ASB and
retained and exercised the right to control the methods employed by ASB in the
execution of its work. This case is not suspected to have a Material Adverse
Effect. Trial is set for November 17, 1997.
<PAGE>
 
EMPLOYMENT PRACTICES LITIGATION
-------------------------------

PATRICIA C. TALLENT
EEOC Charge Filed 8-23-96
-------------------------

Tallent, a White Female, was a General Electrician assigned to the Hot Strip
Mill. Tallent claimed to have sustained a work related injury on 9-20-95 which
twisted her knees when she fell. Tallent had surgery performed on both knees and
has continued to have a lot of problems involving pain and swelling in trying to
perform the job of General Electrician. Her treating Physician placed
restrictions on Tallent which prevented her from performing the General
Electrician job. Tallent has been assigned to Labor which does not violate her
restrictions. Tallent is claiming Discrimination because of her disability in
being assigned to Labor. Company Response made to EEOC on September 10, 1996.
The claimant requested "Notice Of Right To Sue." EEOC issued "Notice Of Right To
Sue" on May 9, 1997. Claimant exercised her Right to Sue on 7-24-97. Company
field its answer to the suite on 8-12-97.

BECKY B. BAKER
EEOC Charge Filed 11-13-96
--------------------------

Becky B. Baker, a Black Female, age 38, is employed as a Pool Laborer, currently
assigned to the Cold Strip Mill. Ms. Baker was accepted on a bid for an
Electrical Crane Learner vacancy on 6-10-96 and subsequently disqualified due to
her unsafe and inefficient operation. Thereafter, Ms. Baker was assigned to the
Labor Pool as a Bathhouse Janitor, which she refused to perform and was
suspended. The suspension was converted to discipline and Ms. Baker was assigned
to the Cold Strip Mill Pool. Baker is claiming discrimination because of her
Race and Sex by disqualifying her from further training as Crane Learner,
Harassment by Company Officials in the performance of her duties and laid off
from her position as Laborer. Company Response made to EEOC on December 9, 1996.
EEOC Determination not received.

ERIC E. BUSH
EEOC Charge Filed 3-27-97
-------------------------

Eric E. Bush, a Black Male, age 32, continuous service date of 9-12-89, was
assigned to the occupation of Ladleman in the Melt Shop Department. Mr. Bush has
had a history of poor attendance for several years which has resulted in his
being warned and disciplined, including being provisionally discharged on two
different occasions. Bush was discharged a third time on October 28, 1996, which
resulted in Grievance GSS-1474 and Arbitration of the matter, January 29, 1997,
with the Arbitrator ruling in the Company's favor by denying the Grievance. Bush
is claiming Discrimination because of his Race claiming White co-workers have
been treated differently by being allowed to work even when their infractions
were much more severe. Company response made to EEOC on April 28, 1997. EEOC
Determination not received.

QUENTIS G. MORRISON
EEOC Charge Filed 6-24-97
-------------------------

Quentis G. Morrison, a White Male, age 61, currently assigned to the Teleprinter
Operator occupation in the Clerical Union. Morrison was regressed form a
supervisory position in the Transportation Department effective 5-5-91, to the
Clerical Bargaining Unit due to a reduction in force. Morrison claims
discrimination because of his age by the Company not offering him a promotion to
supervisor. The Company has filled a supervisory position in the Transportation
Department on a temporary basis with an employee, age 27. Company response made
to EEOC on 7-16-97.
<PAGE>
 
                                SCHEDULE 8.1.21

                       CAPITALIZED AND OPERATING LEASES



Borrowers and their Subsidiaries have the following capitalized leases:

<TABLE> 
<CAPTION> 
       Lessee                     Lessor                         Term of Lease                   Property Covered
       ------                     ------                         -------------                   ----------------
 <C>                              <S>                            <C>                             <C> 
 GSS                              Hewlett Packard                various expirations under       Computers, Software
                                                                 Master Lease                    Peripherals

 GSS                              Keibler Thompson               monthly                         Model KT-40
                                                                 30 day notice                   Track Machine

 GSS                              Keibler Thompson               monthly                         Model KT-40
                                                                 30 day notice                   Track Machine

 GSS                              Premier Services               12/15/97                        Laser Profiler

 GSS                              Tractor & Equipment            11/10/99                        PPM Model CN128
                                                                                                 Crane S/S 57023

 GSS                              Tractor & Equipment            11/10/99                        Komatsu Loader
                                                                                                 S/N A50007

 ASB                              Taylor Equipment               12/1/97                         Forklift Y36W0S

 ASB                              Regions Bank                   9/16/02                         Forklift SW1 26357

 GSS                              Midwest Leasing                8/1/04                          Turbogenerator
</TABLE> 
<PAGE>
 
                                SCHEDULE 8.1.22

                                 PENSION PLANS


Borrowers and their Subsidiaries have the following Plans:

Profit-Sharing Plan

     In connection with its collective bargaining agreement with the USWA, the
Borrowers have a profit-sharing plan for certain salaried employees whereby the
Borrowers contribute 9.75% for income before taxes, extraordinary items and
certain other defined adjustments.

Hourly employees defined contribution pension.

     The Borrowers have a defined contribution pension plan for hourly
employees. As of 4/1/97, the contribution rate is $.70 per hour worked.

Hourly and salary employees retiree health benefit plan

     As of 10/31/97, the company had an unfunded benefit obligation as described
in Borrowers 10K.

1995 Parent Stock Option Plan

     Parent's Board of Directors has adopted the 1995 Employee, Director and
Consultant Stock Option Plan (the "Parent Stock Option Plan"). The Parent Stock
Option Plan provides for the grant of incentive stock options to key employees
of Parent's and its subsidiaries (including the Borrowers) and non-qualified
stock options to key employees, directors and consultants of Parent and its
subsidiaries (including the Borrowers). All of Parent's non-voting Common Stock,
par value $.01 per share, has been reserved for issuance under the Parent Stock
Option Plan upon the exercise of options. The Parent Stock Option Plan will be
administered by the Board of Directors of Parent.
<PAGE>
 
                                SCHEDULE 8.1.24

             COLLECTIVE BARGAINING AGREEMENTS; LABOR CONTROVERSIES


Collective Bargaining Agreements
--------------------------------

     1. Agreement between Gulf States Steel, Inc. of Alabama and United
     Steelworkers of America and its Local 4382 dated April 1, 1996, setting
     forth the rates of pay, hours of work and conditions of employment for the
     office, clerical and technical employees represented by Local 4382.

     2. Agreement between Gulf States Steel, Inc. of Alabama and United
     Steelworkers of America and its Local 2176 dated April 1, 1996, setting
     forth the rates of pay, hours of work and conditions of employment for the
     office, clerical and technical employees represented by Local 2176.

     3. Agreement between Gulf States Steel, Inc. of Alabama and Bricklayers and
     Allied Craftsmen International Union A.F. L.-C.I.O., acting on behalf of
     Local No. 11 dated April 1, 1996, setting forth the rates of pay, hours of
     work an conditions of employment for the bricklayer employees represented
     by Local No. 11.

     4. Agreement between Alabama Structural Beams, Inc. and United Steelworkers
     of America dated April 20, 1990, modified as of August 8, 1995, setting
     forth the rates of pay, hours of work and conditions of employment for the
     full-time production and maintenance employees.


                              Labor Controversies

                                     None
<PAGE>
 
                                SCHEDULE 9.2.4.

                         TRANSACTIONS WITH AFFILIATES


         1. Payment to Parent to permit Parent to make payments on that certain
         Note dated April 21, 1995 made by Parent to Gulf States Steel, Inc.
         (predecessor to GSS) in the original principal amount of $15,000,000,
         in the event Borrowers EBIT is in excess of $40,000,000.

         2. Payments to Parent to enable Parent to redeem securities from
         certain management personnel under the Parent's Stock Option Plan upon
         their termination of employment, death or disability in an amount not
         to exceed $200,000 annually.

         3. Payments to Parent not to exceed $50,000 per annum to fund operating
         expenses of Parent.

         4. Payments to Parent pursuant to that certain Tax Sharing Agreement
         dated April 21, 1995, among Parent and Borrowers.

         5. Payments to Parent for transaction costs incurred in connection with
         any public equity offering by Parent.

         6. Payments to Spectrum Management Co., Inc. of a management fee of
         $1,000,000 per annum plus costs and expenses relating to performing
         management services.

         7. Payments to Hancock Venture Partners of an annual fee of $250,000
         per annum plus costs and expenses relating to performing management
         services.

         8. Payments to Risk Management Services, an affiliate of Borrowers, as
         compensation for services rendered equal to 15% of the total cost of
         Borrowers' insurance programs.

         9. Existing loans to certain managers and officers of the Borrowers in
         an aggregate principal amount of up to $750,000 to finance such
         managers' and officers' indirect equity investment in Borrowers.

         10. Reasonable fees and expenses and compensation paid to and indemnity
         provided on behalf of, officers, directors, employees or consultants of
         GSS and its Subsidiaries in an amount not to exceed $500,000 per annum.
<PAGE>
 
                                SCHEDULE 9.2.5


                                PERMITTED LIENS



                      GULF STATES STEEL, INC. OF ALABAMA

<TABLE> 
<CAPTION> 

 Secured Party        File No.          Date Filed    Nature of Lien
<S>                   <C>               <C>           <C> 
*Nalco Chemical       B 93-38878 FS     11-08-93      40 gpm automatic
Company "Lessor"                                      deiomization system, (2)
                                                      KD 2000 Assembly.


*Shawmut Bank         B 95-16709 FS     04-21-95      Issued and Outstanding
Connecticut, N.A.,                                    Shares of Capital Stock,
as Trustee                                            all pledged shares 
                                                      including all proceeds 
                                                      
*Shawmut Bank          B 95-16710 FS    04-21-95      Equipment; patents,
Connecticut, N.A.,                                    trademarks, copyrights,
as Trustee                                            licenses; issued and
                                                      outstanding; shares of
                                                      capital stock; pledged
                                                      shares, including all
                                                      proceeds

*Shawmut Bank          B 95-16711 FS    04-21-95      Equipment; fixtures
Connecticut, N.A., 
as Trustee

*The CIT               B 96-09262 FS    03-05-96      Specific Equipment and
Group/Equipment                                       all proceeds thereof
Financing, Inc.

*The CIT               B 96-22410 FS    05-28-96      Specific Equipment and all
Group/Equipment                                       proceeds thereof
Financing, Inc.

*Bombardier Capital,   B 96-35730 FS    08-27-96      Undivided 1/8 interest in
Inc.                                                  a certain Learjet
                                                      Model 31A, together
                                                      with (2) two turbofan
                                                      engines subject to a
                                                      security Agreement
                                                      dated and of April 12,
                                                      1996.

*The CIT               B 96-41377 FS    10-02-96      Specific Equipment and all
Group/Equipment                                       proceeds thereof
Financing, Inc.

*GSS, as Consignor     B 95-18254 FS    05-03-95      All inventory consigned
                                                      pursuant to the
</TABLE> 
<PAGE>
 
<TABLE> 

<S>                    <C>              <C>           <C>   
                                                      Consignment
                                                      Agreement dated April 21,
                                                      1995.

**Shawmut Bank         15385            04-21-95      Equipment; fixtures
Connecticut, N.A. as
Trustee

**Shawmut Bank         15386            04-21-95      Equipment; patents,
Connecticut, N.A. as                                  trademarks, copyrights,
Trustee                                               licenses

*Hewlett-Packard       B 93-05435 FS     2-17-93      Leased Equipment
Company

*Thompson Tractor Co., B 93-15233 FS      5-3-93      Caterpillar 988B Wheel
Inc.                                                  Loader w/Heater and AC

*Noranda Sales, Inc.,  B 93-17779 FS     5-20-93      All goods and inventory
"Consignor"                                           delivered on consignment
                                                      to consignee.

*Key Machinery Co.,    B 93-26029 FS     7-26-93      (1) new case 1840
Inc.; Case Credit                                     Uniloader
"as Assignee"                                                       

*Thompson Tractor Co., B 93-30902 FS      9-2-93      (1) new Caterpillar Lift
Inc.                                                  truck and proceeds.

*Icemakers, Inc.       B 93-34576 FS     10-4-93      Scotsman Ice Machine
                                                      Model # LM 500AE-1D-SP 
                                                      Scotsman Ice Bin 
                                                      Model # HTB 500-7L-SP
                                                                   
*Hewlett-Packard       B 93-35882 FS    10-13-93      Leased Equipment
Company

*Thompson Tractor Co,  B 93-39100 FS     11-8-93      Caterpillar 769C truck
Inc.                                                  w/AC tires, electronic   
                                                      traction aid, and
                                                      proceeds.

*Shaw Equipment Co.    B 93-42627 FS     12-9-93      United Tow tractor
                                                      Model # SM-120D
                                     
</TABLE> 
* filed with Alabama Secretary of State
** filed with Etowah County, Alabama
<PAGE>
 
<TABLE> 


<S>                    <C>                <C>         <C>   
*Icemakers, Inc.       B-94 02137 FS      1-19-94     (1) Scotsman Ice Machine
                                                      #CM500AE-1
                                                      (1) Scotsman Ice Bin #EB60

*Icemakers, Inc.       B 94-04133 FS       2-7-94     (1) Scotsman Ice Machine
                                                      #CM500AE-1E
                                                      (1) Scotsman Ice Bin
                                                      #BH550S-SP

*Icemakers, Inc.       B 94-05198 FS      2-14-94     (1) Scotsman Ice Machine
                                                      #CM250AE
                                                      (1) Scotsman Ice Bin
                                                      #HTB350

*Icemakers, Inc.       B 94-11425 FS       4-1-94     (1) Scotsman Ice Machine
Compass Bank, as                                      #CM250AE
 "Assignee"                                           (1) Scotsman Ice Bin
                                                      #HTB500

*Icemakers, Inc.       B 94-12657 FS      4-11-94     (1) Scotsman Ice Machine
                                                      #DC33A-1W

*Icemakers, Inc.       B 94-21838 FS      6-15-94     (1) Scotsman Ice Machine
                                                      #CM250AE-1E
                                                      (1) Scotsman Ice Bin
                                                      #HTB350-7L

*Icemakers, Inc.       B 94-26313 FS      7-18-94     (1) Scotsman Ice Machine
                                                      #CM250AE-1-7Z
                                                      (1) Scotsman Ice Bin
                                                      #HTB350-7L

*Reactive Metals &     B 94-27648 FS      7-26-94     (1) Injector w/control 
Alloys Corporation,                                   panel 
"Owner"; Congress                                     (1) Fruehauf Storage 
Financial Corporation,                                trailer 
as "Assignee"                                         (1) Leco     

*Key Machinery Co.,    B 94-33284 FS       9-6-94     1840 Uniloader
Inc.

*Icemakers, Inc.       B 94-40291 FS     10-24-94     (1) AC25 MAE-1-7L

*Icemakers, Inc.       B 95-02201 FS      1-17-95     (1) HC400SAE-6A-AD
                                                      (1) EB60

*Thompson Tractor Co., B 95-13576 FS       4-3-95     (1) Caterpillar Lift 
Inc.                                                  Truck with accessories 
                                                      and proceeds. 

*Icemakers, Inc.       B 95-19694 FS      5-12-95     (1) CME250AE-1A
                                                      (1) HTB350

*Icemakers, Inc.       B 95-19695 FS      5-12-95     (1) AF300A-1

*Icemakers, Inc.       B 95-25230 FS      6-19-95     (1) Scotsman Ice Machine
                                                      #SCEMOA-1A

*Icemakers, Inc.       B 95-50680 FS     12-13-95     (1) Scotsman Ice Machine
                                                      #AC25SAE-1

*Icemakers, Inc.,      B 95-                          (1) CM250WE-1

</TABLE> 
<PAGE>
 
<TABLE> 

<S>                    <C>              <C>           <C>   
Compass Bank of the    50689 FS         12-13-95      (1) BH550S
South, as "Assignee"

*Icemakers, Inc.       B 95-50691 FS    12-13-95      (1) CME500AE-1A
                                                      (1) HTB 500

*Xerox Corp.           B 96-02309 FS     1-17-96      Leased Equipment

*Hewlett-Packard,      B 96-18296 FS     4-26-96      Leased Equipment 
Company "Lessor"                                      together with all 
                                                      proceeds.

*Icemakers, Inc.       B 96-24747 FS     6-11-96      (1) Scotsman Ice Machine
Compass Bank of the                                   #SCE170A-1A
South, as "Assignee"

*Icemakers, Inc.       B 96-24751 FS    06-11-96      (1) Scotsman Ice Machine
Compass Bank of the                                   #CME250AE-1A
South, as "Assignee"                                  (1) Scotsman Ice Bin 
                                                      #HTB250 

*Icemakers, Inc.       B 96-30272 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM250AE-1E
                                                      (1) Scotsman Ice Bin 
                                                      #K500DS   

*Icemakers, Inc.       B 96-30273 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM450WE-32E
                                                      (1) Scotsman Ice Bin
                                                      #HTB250 

*Icemakers, Inc.       B 96-30274 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CME500AE-1A
                                                      (1) Scotsman Ice Bin
                                                      #HTB350

*Icemakers, Inc.       B 96-30275 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #MC30MAE-31A
                                                      (1) Scotsman Ice Bin
                                                      #EB60
                       
*Icemakers, Inc.       B 96-30276 FS    07-19-96      (1) Scotsman Ice Machine 
                                                      #CM650AE-32
                                                      (1) Scotsman Ice Bin 
                                                      #HTB650
                       
*Icemakers, Inc.       B 96-30277 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM650AE-32
                                                      (1) Scotsman Ice Bin 
                                                      #BH250
                       
*Icemakers, Inc.       B 96-30278 FS    07-19-96      (1) Scotsman Ice Machine 
                                                      #CM250AE-1
                                                      (1) Scotsman Ice Bin
                                                      #BH350
                       
*Icemakers, Inc.       B 96-30279 FS    07-19-96      (1) Scotsman Ice Machine 
                                                      # CM250AE-1
                                                      (1) Scotsman Ice Bin
                                                      #HTB500

*Icemakers, Inc.       B 96-30280 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #HC400SAE-6A
                                                      (1) Scotsman Ice Bin
                                                      #EB60

*Icemakers, Inc.       B 96-30281 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CME250AE-1A
                                                      (1) Scotsman Ice Bin
                                                      #HTB350

*Icemakers, Inc.       B 96-30282 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #MC30MAE-31A
                                                      (1) Scotsman Ice Bin
                                                      #EB60

*Icemakers, Inc.       B 96-30283 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM250AE-1
                                                      (1) Scotsman Ice Bin
                                                      #EB60
</TABLE> 
<PAGE>
 
<TABLE>  

<S>                    <C>              <C>           <C>  
*Icemakers, Inc.       B 96-30284 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #MC30MAE-31
                                                      (1) Scotsman Ice Bin
                                                      #EB60

*Icemakers, Inc.       B 96-30285 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #MC30MAE-31A
                                                      (1) Scotsman Ice Bin
                                                      #EB60

*Icemakers, Inc.       B 96-30286 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM250AE-1
                                                      (1) Scotsman Ice Bin
                                                      #HTB350

*Icemakers, Inc.       B 96-30287 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM250AE-1
                                                      (1) Scotsman Ice Bin
                                                      #EB60

*Icemakers, Inc.       B 96-30288 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM500AE-1
                                                      (1) Scotsman Ice Bin
                                                      #EB60

*Icemakers, Inc.       B 96-30289 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CME500AE-1A
                                                      (1) Scotsman Ice Bin
                                                      #EB60

*Icemakers, Inc.       B 96-30290 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #MC30MAE-31
                                                      (1) Scotsman Ice Bin
                                                      #EB60

*Icemakers, Inc.       B 96-30291 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CME500AE-1A
                                                      (1) Scotsman Ice Bin
                                                      #HTB350

*Icemakers, Inc.       B 96-30292 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM250AE-1
                                                      (1) Scotsman Ice Bin
                                                      #FB60

*Icemakers, Inc.       B 96-30293 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #MC30MAE-31
                                                      (1) Scotsman Ice Bin
                                                      #EB60

*Icemakers, Inc.       B 96-30294 FS    07-19-96      (1) Scotsman Ice Machine 
                                                      #CM500AE-1
                                                      (1) Scotsman Ice Bin
                                                      #BH5505

*Icemakers, Inc.       B 96-30295 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #MC30MAE-31
                                                      (1) Scotsman Ice Bin
                                                      #EB60

*Icemakers, Inc.       B 96-30296 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM500AE-1E
                                                      (1) Scotsman Ice Bin
                                                      #BH5505

*Icemakers, Inc.       B 96-30297 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #MC30MAE-31
                                                      (1) Scotsman Ice Bin
                                                      #EB60

*Icemakers, Inc.       B 96-30298 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM500AE-1D
                                                      (1) Scotsman Ice Bin
                                                      #HTB500

*Icemakers, Inc.       B 96-30299 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM500WE-1
                                                      (1) Scotsman Ice Bin
                                                      #HTB500

*Icemakers, Inc.       B 96-30300 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #MC30MAE-31
                                                      (1) Scotsman Ice Bin
                                                      #60B

*Icemakers, Inc.       B 96-30301 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM250AE-1
                                                      (1) Scotsman Ice Bin 
                                                      #HTB350

*Icemakers, Inc.       B 96-30302 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #MC30MAE-31
                                                      (1) Scotsman Ice Bin 
                                                      #60B
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                    <C>              <C>           <C>  
*Icemakers, Inc.       B 96-30303 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #MC30MAE-31
                                                      (1) Scotsman Ice Bin 
                                                      #60B

*Icemakers, Inc.       B 96-30304 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CME256AE-1A
                                                      (1) Scotsman Ice Bin 
                                                      #HTB350

*Icemakers, Inc.       B 96-30305 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM250AE-1
                                                      (1) Scotsman Ice Bin 
                                                      #BH250

*Icemakers, Inc.       B 96-30306 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #MC30MAE-31
                                                      (1) Scotsman Ice Bin 
                                                      #EB60

*Icemakers, Inc.       B 96-30307 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM250AE-1
                                                      (1) Scotsman Ice Bin 
                                                      #HTB350

*Icemakers, Inc.       B 96-30308 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #AC25MAE-1

*Icemakers, Inc.       B 96-30309 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM450AE-32
                                                      (1) Scotsman Ice Bin
                                                      #HTB350

 *Icemakers, Inc.      B 96-30310 FS    07-19-96      (1) Scotsman Ice Machine
                                                      AF300A-1A

*Icemakers, Inc.       B 96-30311 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM250AE-1
                                                      (1) Scotsman Ice Bin 
                                                      #BH350

*Icemakers, Inc.       B 96-30312 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM250AE-1
                                                      (1) Scotsman Ice Bin 
                                                      #HTB350

*Icemakers, Inc.       B 96-30313 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #MC30MAE-31
                                                      (1) Scotsman Ice Bin 
                                                      #EB40

*Icemakers, Inc.       B 96-30314 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM250AE-1
                                                      (1) Scotsman Ice Bin 
                                                      #HTB350

*Icemakers, Inc.       B 96-30315 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CME250AE-1A
                                                      (1) Scotsman Ice Bin 
                                                      #HTB250

*Icemakers, Inc.       B 96-30316 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM500AE-1
                                                      (1) Scotsman Ice Bin 
                                                      #HTB500

*Icemakers, Inc.       B 96-30317 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CME250WE-1A
                                                      (1) Scotsman Ice Bin 
                                                      #BH5505

*Icemakers, Inc.       B 96-30318 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #AC11MAS

*Icemakers, Inc.       B 96-30319 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #AC25SAE-1A

*Icemakers, Inc.       B 96-30320 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #PC33A

*Icemakers, Inc.       B 96-30321 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM250AE-1
                                                      (1) Scotsman Ice Bin 
                                                      #BH350E
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                    <C>              <C>           <C> 
*Icemakers, Inc.       B 96-30322 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM250AE-1
                                                      (1) Scotsman Ice Bin 
                                                      #HTB350

*Icemakers, Inc.       B 96-30323 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #AC125SAE-1A

*Icemakers, Inc.       B 96-30324 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM250AE-1
                                                      (1) Scotsman Ice Bin 
                                                      #HTB350

*Icemakers, Inc.       B 96-30325 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM250AE-1
                                                      (1) Scotsman Ice Bin 
                                                      #HTB350

*Icemakers, Inc.       B 96-30326 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #AC25SAE-1

*Icemakers, Inc.       B 96-30327 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #AC25SAE-1

*Icemakers, Inc.       B 96-30328 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #MF400AE-1
                                                      (1) Scotsman Ice Bin 
                                                      #5000SB

*Icemakers, Inc.       B 96-30329 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM250AE-1
                                                      (1) Scotsman Ice Bin 
                                                      #HTB350

*Icemakers, Inc.       B 96-30330 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM250AE-1
                                                      (1) Scotsman Ice Bin 
                                                      #HTB350

*Icemakers, Inc.       B 96-30331 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM250AE-1
                                                      (1) Scotsman Ice Bin 
                                                      #HTB350

*Icemakers, Inc.       B 96-30332 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CSN1AE-1

*Icemakers, Inc.       B 96-30333 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #DC33A

*Icemakers, Inc.       B 96-30334 FS    07-19-96      (1) Scotsman Ice Machine
                                                      AC25MAE-1

*Icemakers, Inc.       B 96-30335 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #AF300A-1A

*Icemakers, Inc.       B 96-30336 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #SCE170A-1A

*Icemakers, Inc.       B 96-30337 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #SCE170A-1A

*Icemakers, Inc.       B 96-30341 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM450WE-32
                                                      (1) Scotsman Ice Bin 
                                                      #BH650E

*Icemakers, Inc.       B 96-30342 FS    07-19-96      (1) Scotsman Ice Machine
                                                      #CM650AE-32
                                                      (1) Scotsman Ice Bin 
                                                      #EB60

*Icemakers, Inc.       B 96-34523 FS    08-19-96      (1) Scotsman Ice Machine
                                                      #CM250AE-1
                                                      (1) Scotsman Ice Bin 
                                                      #HTB350

</TABLE> 
<PAGE>
 
<TABLE> 
<S>                    <C>              <C>           <C> 
 *Icemakers, Inc.      B 96-52588 FS    12-16-96      (1) Scotsman Ice Machine
                                                      # CME256AE-1
                                                      (1) Scotsman Ice Bin 
                                                      #HTB350

*Icemakers, Inc.       B 97-03603 FS    01-27-97      (1) Scotsman Ice Machine
Compass Bank of the                                   # CME256AE-1A
South, as "Assignee"                                  (1) Scotsman Ice Bin 
                                                      #HTB350

*Icemakers, Inc.       B 97-06670 FS    02-14-97      (1) Scotsman Ice Machine
                                                      # CME256AE-1
                                                      (1) Scotsman Ice Bin 
                                                      #HTB350

*Icemakers, Inc.       B 97-11296 FS    03-18-97      (1) Scotsman Ice Machine
                                                      # CME256AE-1AD
                                                      (1) Scotsman Ice Bin 
                                                      #HTB350AD

*Thompson Lift Truck   B 97-13205 FS    03-28-97      (1) Caterpillar Forklift
Company                                                with accessories
                                                       and proceeds.

*Thompson Lift Truck   B 97-21318FS     05-19-97      (1) Caterpillar Wheel
Company                                               Loader

*Icemakers, Inc.       B 97-26869FS     06-25-97      (1) Scotsman Ice Machine
Compass Bank of the                                   # CME506AE-1
South, as "Assignee"                                  (1) Scotsman Ice Bin 
                                                      #HTB350AD
</TABLE> 


                         ALABAMA STRUCTURAL BEAM CORP.


<TABLE> 
<CAPTION> 

 Secured Party         File No.         Date Filed        Nature of Lien
<S>                    <C>              <C>               <C> 
*Icemakers, Inc.       B 93-24325 FS    07-12-93          Scotsman Ice Machines
                                                          Model #AC25SAE-1
                                                          Serial #630258-11L

*Taylor Machine        B 97-40086 FS    09-26-97          Leased Equipment
Works, Inc.

</TABLE> 
         


                         ALABAMA STRUCTURAL BEAM, INC.


<TABLE> 
<CAPTION> 
Secured Party          File No.         Date Filed        Nature of Lien
<S>                    <C>              <C>               <C>  

*Icemakers, Inc.       B93-24325FS      07-12-93          Scotsman Ice Machine
                                                          Model #AC255AE1
                                                          Serial #630258-11L

*Taylor Machine 
Works, Inc.            B97-40086FS      09-26-97          Leased Equipment


</TABLE>