<PAGE>   1

                                                                  Execution Copy

                                                                    EXHIBIT 10.2

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

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

                                CREDIT AGREEMENT

                                      AMONG

                                  GENCORP INC.,

                                 AS THE BORROWER

                             BANKERS TRUST COMPANY,

                            AS ADMINISTRATIVE AGENT,

                                  BANK ONE, NA,

                              AS SYNDICATION AGENT,

                          DEUTSCHE BANK SECURITIES INC.

                                       AND

                         BANC ONE CAPITAL MARKETS, INC.,

                AS JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS,

                              ABN AMRO BANK, N.V.,

                             AS DOCUMENTATION AGENT

                                       AND

                          VARIOUS LENDING INSTITUTIONS

                          DATED AS OF DECEMBER 28, 2000

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

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


<PAGE>   2





                                TABLE OF CONTENTS

                                                                           Page

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS....................................2

         Section 1.1. Definitions.............................................2

         Section 1.2. Accounting Terms; Financial Statements.................43

ARTICLE II AMOUNT AND TERMS OF CREDIT........................................44

         Section 2.1. The Commitments........................................44

         Section 2.2. Notes..................................................47

         Section 2.3. Minimum Amount of Each Borrowing;
                        Maximum Number of Borrowings.........................47

         Section 2.4. Borrowing Options......................................47

         Section 2.5. Notice of Borrowing....................................48

         Section 2.6. Conversion or Continuation.............................48

         Section 2.7. Disbursement of Funds..................................49

         Section 2.8. Additional Loan Commitments............................51

         Section 2.9. Pro Rata Borrowings....................................53

         Section 2.10. Amount and Terms of Letters of Credit.................53

ARTICLE III INTEREST AND FEES................................................61

         Section 3.1. Interest...............................................61

         Section 3.2. Fees...................................................63

         Section 3.3. Computation of Interest and Fees.......................63

         Section 3.4. Interest Periods.......................................63

         Section 3.5. Compensation for Funding Losses........................65

                                       i
<PAGE>   3


         Section 3.6. Increased Costs, Illegality, Etc.......................65

         Section 3.7. Replacement of Affected Lenders........................68

         Section 3.8. Borrower Controls on Non-Dollar Loans;
                          Prepayments........................................69

ARTICLE IV REDUCTION OF COMMITMENTS;
                  PAYMENTS AND PREPAYMENTS...................................70

         Section 4.1. Voluntary Reduction of Commitments.....................70

         Section 4.2. Mandatory Reductions of Commitments....................70

         Section 4.3. Voluntary Prepayments..................................71

         Section 4.4. Mandatory Prepayments..................................72

         Section 4.5. Application of Prepayments; Waiver of Certain
                          Prepayments........................................77

         Section 4.6. Method and Place of Payment............................79

         Section 4.7. Net Payments...........................................79

ARTICLE V CONDITIONS OF CREDIT...............................................82

         Section 5.1. Conditions Precedent to the Initial
                          Borrowing..........................................82

         Section 5.2. Conditions Precedent to All Credit Events..............90

ARTICLE VI REPRESENTATIONS AND WARRANTIES....................................91

         Section 6.1. Corporate Status.......................................91

         Section 6.2. Corporate Power and Authority..........................91

         Section 6.3. No Violation...........................................91

         Section 6.4. Governmental and Other Approvals.......................92

         Section 6.5.   Financial Statements; Financial Condition;
                          Undisclosed Liabilities; Projections; etc..........92

         Section 6.6. Litigation.............................................94


                                       ii
<PAGE>   4

         Section 6.7. Disclosure.............................................94

         Section 6.8. Use of Proceeds; Margin Regulations....................95

         Section 6.9. Tax Returns and Payments...............................95

         Section 6.10. Compliance With ERISA.................................96

         Section 6.11. Ownership of Property.................................97

         Section 6.12. Capitalization of the Borrower........................97

         Section 6.13. Subsidiaries..........................................98

         Section 6.14. Compliance With Law, Etc..............................98

         Section 6.15. Investment Company Act................................98

         Section 6.16. Public Utility Holding Company Act....................99

         Section 6.17. Environmental Matters.................................99

         Section 6.18. Labor Relations......................................100

         Section 6.19. Intellectual Property, Licenses,
                          Franchises and Formulas...........................100

         Section 6.20. Certain Fees.........................................100

         Section 6.21. Security Documents...................................101

         Section 6.22. Documents............................................102

         Section 6.23. Intercompany Notes...................................102

         Section 6.24. Aerojet Settlement Agreement.........................102

ARTICLE VII AFFIRMATIVE COVENANTS...........................................103

         Section 7.1. Financial Statements..................................103

         Section 7.2. Certificates; Other Information.......................104

         Section 7.3. Notices...............................................105



                                      iii
<PAGE>   5

         Section 7.4. Conduct of Business and Maintenance of Existence......107

         Section 7.5. Payment of Obligations................................107

         Section 7.6. Inspection of Property, Books and Records.............108

         Section 7.7. ERISA.................................................108

         Section 7.8. Maintenance of Property; Insurance....................110

         Section 7.9. Environmental Laws....................................110

         Section 7.10. Use of Proceeds......................................111

         Section 7.11. Interest Rate Protection.............................111

         Section 7.12. Additional Security; Further Assurances..............112

         Section 7.13. End of Fiscal Years; Fiscal Quarters.................113

         Section 7.14. Foreign Subsidiaries Security........................113

         Section 7.15. Certain Fees Indemnity...............................114

         Section 7.16. Draftex Acquisition Documents........................114

         Section 7.17. Repayment and Termination of AFC Credit Facility.....115

         Section 7.18. Mortgages; Mortgage Policies; Surveys................115

ARTICLE VIII NEGATIVE COVENANTS.............................................116

         Section 8.1. Liens.................................................116

         Section 8.2. Indebtedness..........................................117

         Section 8.3. Consolidation, Merger, Purchase or Sale of
                      Assets, Etc...........................................120

         Section 8.4. Dividends or Other Distributions......................122

         Section 8.5. Limitation on Certain Restrictions
                          on Subsidiaries...................................123

         Section 8.6. Issuance of Stock.....................................124



                                       iv
<PAGE>   6

         Section 8.7. Loans and Investments.................................124

         Section 8.8. Transactions with Affiliates..........................126

         Section 8.9. Lines of Business.....................................127

         Section 8.10. Fiscal Year..........................................127

         Section 8.11. Limitation on Voluntary Payments and Modifications
                       of Indebtedness; Modifications of Certificate
                       of Incorporation, By-Laws and Certain Other
                       Agreements; Etc......................................127

         Section 8.12. Accounting Changes...................................128

         Section 8.13. Aerojet Government Contracting Authority.............129

ARTICLE IX FINANCIAL COVENANTS..............................................129

         Section 9.1. Capital Expenditures..................................129

         Section 9.2. Maintenance of Consolidated Net Worth.................130

         Section 9.3. Interest Coverage Ratio...............................130

         Section 9.4. Leverage Ratio........................................130

         Section 9.5. Fixed Charge Coverage Ratio...........................131

ARTICLE X EVENTS OF DEFAULT.................................................131

         Section 10.1. Events of Default....................................131

         Section 10.2. Rights Not Exclusive.................................135

ARTICLE XI THE ADMINISTRATIVE AGENT.........................................135

         Section 11.1. Appointment..........................................135

         Section 11.2. Nature of Duties.....................................136

         Section 11.3. Exculpation, Rights Etc..............................136

         Section 11.4. Reliance.............................................137


                                       v
<PAGE>   7

         Section 11.5. Indemnification......................................137

         Section 11.6. The Administrative Agent In Its Individual
                       Capacity.............................................137

         Section 11.7. Notice of Default....................................138

         Section 11.8. Holders of Obligations...............................138

         Section 11.9. Resignation by the Administrative Agent..............138

ARTICLE XII MISCELLANEOUS...................................................139

         Section 12.1. No Waiver; Modifications in Writing..................139

         Section 12.2. Further Assurances...................................141

         Section 12.3. Notices, Etc.........................................141

         Section 12.4. Costs, Expenses and Taxes; Indemnification...........141

         Section 12.5. Confirmations........................................144

         Section 12.6. Adjustment; Setoff...................................144

         Section 12.7. Execution in Counterparts............................145

         Section 12.8. Binding Effect; Assignment; Addition and
                       Substitution of Lenders..............................145

         Section 12.9. CONSENT TO JURISDICTION;
                       MUTUAL WAIVER OF JURY TRIAL..........................148

         Section 12.10. GOVERNING LAW.......................................149

         Section 12.11. Severability of Provisions..........................149

         Section 12.12. Headings............................................149

         Section 12.13. Termination of Agreement............................149

         Section 12.14. Confidentiality.....................................150

         Section 12.15. Concerning the Collateral and the
                        Loan Documents......................................150


                                       vi
<PAGE>   8

         Section 12.16. Effectiveness.......................................152

         Section 12.17. Registry............................................153












                                      vii

<PAGE>   9


INDEX OF EXHIBITS AND SCHEDULES

EXHIBITS

Exhibit 1.1(b)             Form of Intercompany Subordinated Demand Promissory
                           Note

Exhibit 2.1(d)             Form of Swing Line Loan Participation Certificate

Exhibit 2.2(a)(1)          Form of Term A Note

Exhibit 2.2(a)(2)          Form of Term B Note

Exhibit 2.2(a)(3)          Form of Revolving Note

Exhibit 2.2(a)(4)          Form of Swing Line Note

Exhibit 2.5-1              Form of Notice of Borrowing

Exhibit 2.5-2              Form of Appointment (or Revocation) of Responsible
                           Officer

Exhibit 2.6                Form of Notice of Conversion or Continuation

Exhibit 2.10(b)            Form of Letter of Credit Request

Exhibit 4.7(d)             Form of Section 4.7(d)(ii) Certificate

Exhibit 5.1(b)-1           Form of Borrower Security Agreement

Exhibit 5.1(b)-2           Form of Subsidiary Security Agreement

Exhibit 5.1(b)(v)          Form of Perfection Certificate

Exhibit 5.1(c)-1           Form of Borrower Pledge Agreement

Exhibit 5.1(c)-2           Form of Subsidiary Pledge Agreement

Exhibit 5.1(d)             Form of Subsidiary Guaranty

Exhibit 5.1(m)             Form of Vedder Price Kaufman & Kammholz Legal Opinion

Exhibit 5.1(p)             Form of Officer's Certificate

Exhibit 7.2(b)             Form of Officer's Certificate Pursuant to
                           Section 7.2(b)

Exhibit 12.8(c)            Form of Assignment and Assumption Agreement






                                      viii
<PAGE>   10


SCHEDULES

Schedule 1.1(a)            Commitments

Schedule 2.10(b)           Existing Letters of Credit

Schedule 6.3               Approvals and Consents

Schedule 6.4               Governmental Approvals

Schedule 6.5(a)            Pro Forma Balance Sheet

Schedule 6.5(c)            Existing Liabilities

Schedule 6.5(e)            Projections

Schedule 6.6               Litigation

Schedule 6.10              ERISA Plans

Schedule 6.12(a)           Capitalization of the Borrower

Schedule 6.13              List of Subsidiaries

Schedule 6.17              Existing Environmental Matters

Schedule 6.21(c)           Owned and Leased Properties

Schedule 7.8               Insurance Levels

Schedule 8.1(f)            Existing Liens

Schedule 8.2(b)            Existing Indebtedness to Remain Outstanding

Schedule 8.5(a)            Existing Restrictions on Subsidiaries

Schedule 8.7(b)            Existing Investments

Schedule 12.3              Notice Information







                                       ix
<PAGE>   11





                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT is dated as of December 28, 2000 and is made by
and among GenCorp Inc., an Ohio corporation having its principal place of
business in Rancho Cordova, California ("GENCORP" or the "BORROWER"), the
undersigned financial institutions, including Bankers Trust Company, in their
capacities as lenders hereunder (collectively, the "LENDERS," and each
individually, a "LENDER"), Bankers Trust Company, as Administrative Agent
("ADMINISTRATIVE AGENT") for the Lenders, and Bank One, NA, as Syndication Agent
("SYNDICATION AGENT") (collectively, the "AGENTS" and each individually, an
"AGENT").

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, the Borrower has requested that the Lenders (i) make term
loans to the Borrower in the aggregate principal amount of $350,000,000 and (ii)
provide revolving credit facilities to the Borrower in an aggregate amount not
to exceed $150,000,000 at any time outstanding;

         WHEREAS, the proceeds of the term loans and a portion of the proceeds
of the revolving credit facilities described above will be used by the Borrower
to repay all outstanding indebtedness and obligations under the Existing Credit
Agreement, to finance the Draftex Acquisition and to pay related fees and
expenses in connection herewith and therewith;

         WHEREAS, a portion of the proceeds of the revolving credit facilities
described above will be used by the Borrower to provide for working capital and
capital expenditures, and for other general corporate purposes;

         WHEREAS, the Lenders are willing to extend commitments to make the term
loans and revolving credit loans to the Borrower for the purposes specified
above and only on the terms and subject to the conditions set forth herein;

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, and for other valuable consideration the receipt and
sufficiency of which are hereby acknowledged the parties hereto agree as
follows:



<PAGE>   12

                                   ARTICLE I




                        DEFINITIONS AND ACCOUNTING TERMS

Section 1.1.      DEFINITIONS.

As used herein, and unless the context requires a different meaning, the
following terms have the meanings indicated:

         "ADDITIONAL COLLATERAL" is defined in SECTION 7.12(a).

         "ADDITIONAL SECURITY DOCUMENTS" means all mortgages, pledge agreements,
security agreements and other security documents entered into pursuant to
SECTION 7.12 with respect to Additional Collateral.

         "ADJUSTED TOTAL REVOLVING LOAN COMMITMENT" shall mean at any time the
Total Revolving Commitment less the aggregate Commitments of all Defaulting
Lenders.

         "ADJUSTED WORKING CAPITAL" means the difference between (i)
Consolidated Current Assets excluding from Consolidated Current Assets all cash
and Cash Equivalents, and (ii) Consolidated Current Liabilities excluding from
Consolidated Current Liabilities all short-term borrowings, the current portion
of long-term Indebtedness and the current portion of Capitalized Lease
Obligations.

         "ADMINISTRATIVE AGENT" has the meaning assigned to that term in the
introduction to this Agreement and any successor Administrative Agent in such
capacity.

         "AEROJET" means Aerojet - General Corporation, an Ohio corporation.

         "AEROJET SETTLEMENT AGREEMENT" means that certain settlement agreement
by and between Aerojet and the federal government of the United States, titled
Modification No. 1 to the 29 November 1992 Settlement Agreement Between the
United States and Aerojet-General Corporation and effective as of November 30,
1998, pursuant to which the federal government of the United States has agreed
to recognize, as allowable government contract costs, up to 88% of the
environmental site restoration costs (as defined therein) incurred by Aerojet.

         "AFC" means Aerojet Fine Chemicals LLC, a Delaware limited liability
company.

         "AFC CREDIT AGREEMENT" means that certain Credit Agreement dated as of
June 5, 2000 by and between GenCorp as lender and AFC as borrower.

         "AFC CREDIT FACILITY" means that certain revolving credit facility in a
maximum principal amount at any time outstanding of $30,000,000 by and between
GenCorp as lender and AFC as borrower.




                                      -2-
<PAGE>   13

         "AFFILIATE" means, with respect to any Person, any Person or group
acting in concert in respect of the Person in question that, directly or
indirectly, controls (including but not limited to all directors and officers of
such Person) or is controlled by or is under common control with such Person
provided that no Agent nor any Affiliate of an Agent shall be deemed to be an
Affiliate of the Borrower. For the purposes of this definition, "control"
(including, with correlative meanings, the terms "controlled by" and "under
common control with"), as used with respect to any Person or group of Persons,
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of management and policies of such Person, whether through
the ownership of voting securities or by contract or otherwise. For purposes of
this definition, a Person (and any director and officer thereof) shall be deemed
to control an entity if such Person possesses, directly or indirectly, the power
to vote 10% or more of the securities or other equity interests having ordinary
voting power for the election of directors (if a corporation) or to select the
managing member, trustee or equivalent controlling interest.

         "AGENTS" is defined in the introduction to this Agreement and any
successor Agent in such respective capacity.

         "AGREEMENT" means this Credit Agreement, as the same may at any time be
amended, supplemented or otherwise modified in accordance with the terms hereof
and in effect.

         "APPLICABLE BASE RATE MARGIN" means at any date, (i) with respect to
Revolving Loans and Term A Loans, the applicable percentage set forth in the
following table under the column Applicable Base Rate Margin opposite the Most
Recent Leverage Ratio as of such date, and (ii) with respect to Term B Loans,
2.25%:
<TABLE>
<CAPTION>

                          ------------------------------------------ --------------------------
                                                                       APPLICABLE BASE RATE
                                                                             MARGIN FOR
                                         MOST RECENT                      REVOLVING LOANS
                                       LEVERAGE RATIO                    AND TERM A LOANS
                          ------------------------------------------ --------------------------
                           <S>                                                 <C>
                                   Less than 1.75 to 1.00                      0.75%
                          ------------------------------------------ --------------------------
                            Equal to or greater than 1.75 to 1.00              1.00%
                                 but less than 2.00 to 1.00
                          ------------------------------------------ --------------------------
                            Equal to or greater than 2.00 to 1.00              1.25%
                                 but less than 2.25 to 1.00
                          ------------------------------------------ --------------------------
                            Equal to or greater than 2.25 to 1.00              1.50%
                                 but less than 2.50 to 1.00
                          ------------------------------------------ --------------------------
                            Equal to or greater than 2.50 to 1.00              1.75%
                                 but less than 3.00 to 1.00
                          ------------------------------------------ --------------------------
                            Equal to or greater than 3.00 to 1.00              2.00%
                          ------------------------------------------ --------------------------
</TABLE>




                                      -3-
<PAGE>   14


         "APPLICABLE COMMITMENT FEE PERCENTAGE" means at any date, the
applicable percentage set forth in the following table under the column
Applicable Commitment Fee Percentage opposite the Most Recent Leverage Ratio as
of such date:
<TABLE>
<CAPTION>

          -------------------------------------------------- ----------------------------------------------
                             MOST RECENT                                 APPLICABLE COMMITMENT
                           LEVERAGE RATIO                                   FEE PERCENTAGE
          -------------------------------------------------- ----------------------------------------------
              <S>                                                              <C>
                       Less than 2.25 to 1.00                                   0.375%
          -------------------------------------------------- ----------------------------------------------
                Equal to or greater than 2.25 to 1.00                            0.50%
          -------------------------------------------------- ----------------------------------------------
</TABLE>


         "APPLICABLE EUROCURRENCY MARGIN" means at any date, (i) with respect to
Revolving Loans and Term A Loans, the applicable percentage set forth in the
following table under the column Applicable Eurocurrency Margin opposite the
Most Recent Leverage Ratio on such date, and (ii) with respect to Term B Loans,
3.25%:
<TABLE>
<CAPTION>

       --------------------------------- -------------------------
                                         APPLICABLE EUROCURRENCY
                                           MARGIN FOR REVOLVING
                 MOST RECENT                    LOANS AND
               LEVERAGE RATIO                  TERM A LOANS
       --------------------------------- -------------------------
        <S>                                     <C>
            Less than 1.75 to 1.00                1.75%
       --------------------------------- -------------------------
        Equal to or greater than 1.75             2.00%
        to 1.00 but less than 2.00 to
                     1.00
       --------------------------------- -------------------------
        Equal to or greater than 2.00             2.25%
        to 1.00 but less than 2.25 to
                     1.00
       --------------------------------- -------------------------
        Equal to or greater than 2.25             2.50%
        to 1.00 but less than 2.50 to
                     1.00
       --------------------------------- -------------------------
        Equal to or greater than 2.50             2.75%
        to 1.00 but less than 3.00 to
                     1.00
       --------------------------------- -------------------------
        Equal to or greater than 3.00             3.00%
                   to 1.00
       --------------------------------- -------------------------
</TABLE>

         "ASSET DISPOSITION" means any sale, lease, transfer or other
disposition (or series of related sales, leases, transfers or dispositions) of
all or any part of an interest in shares of Capital Stock of a Subsidiary of the
Borrower (other than directors' qualifying shares and similar




                                      -4-
<PAGE>   15

arrangements required by Requirements of Law), Investments, property or other
assets (each referred to for the purposes of this definition as a "disposition")
by the Borrower or any of its Subsidiaries; PROVIDED THAT (i) a disposition
permitted by SECTION 8.3(a) through 8.3(j) (other than a Sale and Leaseback
Transaction) shall not constitute an "Asset Disposition" for purposes of this
Agreement and (ii) a sale, transfer or other disposition of real property by the
Borrower or any of its Subsidiaries as part of its trade or business shall not
constitute an "Asset Disposition" for purposes of this Agreement (PROVIDED that
such real estate sales, transfers or other dispositions subject to this clause
(ii), individually or in the aggregate, shall not exceed $40,000,000 in any
Fiscal Year).

         "ASSIGNED DOLLAR VALUE" shall mean (i) in respect of any Borrowing
denominated in Dollars, the amount thereof, (ii) in respect of a Borrowing
denominated in Euro, the Dollar Equivalent thereof based upon the applicable
Spot Rate as of the last Computation Date. The Assigned Dollar Value of a Loan
included in any Borrowing shall equal the pro rata portion of the Assigned
Dollar Value of such Borrowing represented by such Loan.

         "ASSIGNEE" has the meaning assigned to that term in SECTION 12.8(c).

         "ASSIGNMENT AND ASSUMPTION AGREEMENT" means an Assignment and
Assumption Agreement substantially in the form of EXHIBIT 12.8(c) annexed hereto
and made a part hereof by any applicable Lender, as assignor, and such Lender's
assignee in accordance with SECTION 12.8.

         "ATTORNEY COSTS" means all reasonable fees and disbursements of any law
firm or other external counsel and the reasonable allocated cost of internal
legal services, including all reasonable disbursements of internal counsel.

         "ATTRIBUTABLE DEBT" means as of the date of determination thereof with
respect to an Operating Financing Lease, the net present value (discounted
according to GAAP at the cost of debt implied in the lease) of the obligations
of the lessee for rental payments during the then remaining term of such
Operating Financing Lease.

         "AVAILABLE REVOLVING COMMITMENT" means, as to any Revolving Lender at
any time an amount equal to the excess, if any, of (i) such Lender's Revolving
Commitment over (ii) the sum of (x) the aggregate principal amount then
outstanding of the Assigned Dollar Value of Revolving Loans made by such Lender,
and (y) such Lender's Revolver Pro Rata Share of the Assigned Dollar Value of LC
Obligations and the Assigned Dollar Value of Swing Line Loans then outstanding.

         "BANKRUPTCY CODE" means Title 11 of the United States Code entitled
"Bankruptcy" as from time to time amended, including the rules and regulations
promulgated thereunder, or any successor statute and the rules and regulations
promulgated thereunder.

         "BASE RATE" means the greater of (i) the rate most recently announced
by BT at its principal office as its "prime rate", which is not necessarily the
lowest rate made available by BT or (ii) the Federal Funds Rate plus 1/2 of 1%
per annum. The "prime rate" announced by BT is





                                      -5-
<PAGE>   16

evidenced by the recording thereof after its announcement in such internal
publication or publications as BT may designate. Any change in the interest rate
resulting from a change in such "prime rate" announced by BT shall become
effective without prior notice to the Borrower as of 12:01 a.m. (New York City
time) on the Business Day on which each change in such "prime rate" is announced
by BT. BT may make commercial or other loans to others at rates of interest at,
above or below its "prime rate".

         "BASE RATE LOAN" means any Loan which bears interest at a rate
determined with reference to the Base Rate.

         "BENEFITED LENDER" has the meaning assigned to that term in SECTION
12.6(a).

         "BOARD" means the Board of Governors of the Federal Reserve System.

         "BORROWER" has the meaning assigned to that term in the introduction to
this Agreement.

         "BORROWER PLEDGE AGREEMENT" has the meaning assigned to that term in
SECTION 5.1(c).

         "BORROWER SECURITY AGREEMENT" has the meaning assigned to that term in
SECTION 5.1(b).

         "BORROWING" means a group of Loans of a single Type made by the Lenders
or the Swing Line Lender, as appropriate, on a single date and in the case of
Eurocurrency Loans, as to which a single Interest Period is in effect and made
in a single currency, PROVIDED that Base Rate Loans or Eurocurrency Loans
incurred pursuant to SECTION 3.6 shall be considered part of any related
Borrowing of Eurocurrency Loans.

         "BT" means Bankers Trust Company, a New York banking corporation, and
its successors.

         "BUSINESS DAY" (i) as it relates to any payment, determination, funding
or notice to be made or given in connection with any Dollar-denominated Loan, or
otherwise to be made or given to or from the Administrative Agent, a day other
than a Saturday, Sunday or other day on which commercial banks in New York City
are authorized or required by law to close; PROVIDED, HOWEVER, that when used in
connection with a Eurocurrency Loan, the term "Business Day" shall also exclude
any day on which banks are not open for dealings in dollar deposits in the
London interbank market; and (ii) as it relates to any payment, determination,
funding or notice to be made or given in connection with the Multicurrency
Revolving Loans, any day (x) on which dealings in deposits in the Euro are
carried out in the London interbank market, (y) on which commercial banks and
foreign exchange markets are open for business in London and New York City and
(z) the TARGET payment system is open for the settlement of payment in Euro.




                                      -6-
<PAGE>   17

         "CAPITALIZED LEASE" means, at the time any determination thereof is to
be made, any lease of property, real or personal, in respect of which the
present value of the minimum rental commitment is capitalized on the balance
sheet of the lessee in accordance with GAAP.

         "CAPITALIZED LEASE OBLIGATION" means, at the time any determination
thereof is to be made, the amount of the liability in respect of a Capitalized
Lease which would at such time be required to be capitalized on the balance
sheet of the lessee in accordance with GAAP.

         "CAPITAL STOCK" means, with respect to any Person, any and all shares,
interests, participations, rights in or other equivalents (however designated)
of such Person's capital stock (including each class of common and preferred
stock), partnership interests, membership interests or other equivalent
interests and any rights (other than debt securities convertible into or
exchangeable for capital stock), warrants or options exchangeable for or
convertible into such capital stock or other interests.

         "CASH" means money, currency or the available credit balance in a
Deposit Account.

         "CASH EQUIVALENTS" means (i) any evidence of indebtedness, maturing not
more than one year after the date of issue, issued by the United States of
America or any instrumentality or agency thereof, the principal, interest and
premium, if any, of which is guaranteed fully by, or backed by the full faith
and credit of, the United States of America, (ii) time deposits, certificates of
deposit and bankers acceptances maturing not more than one year after the date
of purchase, issued by (x) any Lender or (y) a commercial banking institution
having, or which is the principal banking subsidiary of a bank holding company
having, combined capital and surplus and undivided profits of not less than
$200,000,000 and a commercial paper rating of "P-1" (or higher) according to
Moody's "A-1" (or higher) according to S&P or the equivalent rating by any other
nationally recognized rating agency (any such bank, an "APPROVED BANK"), or (z)
a non-United States commercial banking institution which is either currently
ranked among the 100 largest banks in the world (by assets, according to the
AMERICAN BANKER), has combined capital and surplus and undivided profits of not
less than $500,000,000 or whose commercial paper (or the commercial paper of
such bank's holding company) has a rating of "P-1" (or higher) according to
Moody's, "A-1" (or higher) according to S&P or the equivalent rating by any
other nationally recognized rating agency, (iii) commercial paper, maturing not
more than 270 days after the date of purchase, issued or guaranteed by a
corporation (other than Borrower or any Subsidiary of Borrower or any of their
respective Affiliates) organized and existing under the laws of any state within
the United States of America with a rating, at the time as of which any
determination thereof is to be made, of "P-1" (or higher) according to Moody's,
or "A-1" (or higher) according to S&P, (iv) demand deposits with any bank or
trust company maintained in the ordinary course of business, (v) repurchase or
reverse repurchase agreements covering obligations of the type specified in
clause (i) with any Approved Bank and (vi) shares of any money market mutual
fund rated at least AAA or the equivalent thereof by S&P or at least AAA or the
equivalent thereof by Moody's, including, without limitation, any such mutual
fund managed or advised by any Lender or the Administrative Agent, or any other
mutual fund holding assets consisting of the type specified in clauses (i)
through (v) above.




                                      -7-
<PAGE>   18

         "CHANGE OF CONTROL" means at any time the occurrence of one or more of
the following events: (i) any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act), is or becomes the "beneficial
owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that
a person shall be deemed to have "beneficial ownership" of all securities that
such Person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of 30%
or more of the then outstanding Voting Securities of the Borrower; or (ii) the
replacement of a majority of the Board of Directors of the Borrower over a
two-year period from the directors who constituted the Board of Directors at the
beginning of such period, and such replacement shall not have been approved by a
vote of at least a majority of the Board of Directors of the Borrower then still
in office who either were members of such Board of Directors at the beginning of
such period or whose election as a member of such Board of Directors was
previously so approved.

         "CLOSING DATE" means December 28, 2000.

         "CODE" means the Internal Revenue Code of 1986, as from time to time
amended, including the regulations proposed or promulgated thereunder, or any
successor statute and the regulations proposed or promulgated thereunder.

         "COLLATERAL" means all "Collateral" as defined in each of the Security
Documents.

         "COLLATERAL ACCOUNT" has the meaning assigned to that term in SECTION
4.4(a).

         "COLLATERAL AGENT" means the Administrative Agent in its capacity as
collateral agent for the Secured Creditors.

         "COMMERCIAL LETTER OF CREDIT" means any letter of credit or similar
instrument payable on a sight basis issued pursuant to this Agreement for the
purpose of supporting trade obligations of the Borrower or any of its
Subsidiaries in the ordinary course of business.

         "COMMITMENT" means, with respect to each Lender, the aggregate of the
Revolving Commitment, the Term A Commitment and the Term B Commitment of such
Lender and "COMMITMENTS" means such commitments of all of the Lenders
collectively.

         "COMMITMENT FEE" has the meaning assigned to that term in SECTION
3.2(a).

         "COMMITMENT INCREASE AMOUNT" has the meaning assigned to that term in
SECTION 2.8(a).

         "COMMITMENT PERIOD" means, the period from and including the date
hereof to but not including the Revolver Termination Date or, in the case of the
Swing Line Commitment, five (5) Business Days prior to the Revolver Termination
Date.

         "COMPUTATION DATE" has the meaning assigned to that term in SECTION
3.8(b).



                                      -8-
<PAGE>   19

         "CONSENT PROCEDURE" means the following procedure for obtaining consent
from the Required Lenders in connection with certain transactions that are
contemplated by the JV Documents: (1) the Borrower shall deliver to the
Administrative Agent the following: (A) a letter from a Responsible Officer to
the Administrative Agent requesting that the Required Lenders consent to the
proposed transaction, including a detailed description of the proposed
transaction, (B) copies of all documentation relating to the proposed
transaction, (C) a certificate of a Responsible Financial Officer of the
Borrower certifying that as of the date of such certificate and immediately
after giving effect to the proposed transaction no Event of Default or Unmatured
Event of Default shall occur, exist or be continuing and that all the
representations and warranties set forth in ARTICLE VI and the other Loan
Documents are true and correct in all material respects as of the date of the
certificate and will be true and correct in all material respects immediately
after giving effect to the proposed transaction and (D) to the extent the
calculation of any financial covenants in ARTICLE IX hereof would be affected, a
compliance certificate with respect to such covenant as of the date of the most
recent certificate delivered pursuant to SECTION 7.2 giving pro forma effect to
such proposed transaction; and (2) the Administrative Agent shall forward the
request to the Lenders, using best efforts to forward the documents within three
(3) days of receipt, with the request that each Lender notify the Administrative
Agent within 15 days of such Lender's receipt of the Borrower's request whether
such Lender approves the proposed transaction and each Lender will use best
efforts to respond to the Administrative Agent within such 15-day time period;
and (3) the Administrative Agent shall promptly notify the Borrower whether
Required Lenders' Consent has been received, and any failure of a Lender
affirmatively to approve such request, or of the Administrative Agent so to
notify the Borrower, shall not constitute or be deemed to constitute approval of
such request.

         "CONSOLIDATED ADJUSTED EBITDA" means, for any applicable period, the
Consolidated Net Income or Consolidated Net Loss of the Borrower and its
Subsidiaries (or of any business or Person to be acquired in any Permitted
Acquisition for purposes of determining Consolidated Adjusted EBITDA on a pro
forma basis pursuant to SECTION 8.7(k)) for such period, PLUS, to the extent
deducted in determining the foregoing, (i) Consolidated Interest Expense for
such period, (ii) the provision for taxes based on income and foreign
withholding taxes for such period, (iii) depreciation expense for such period,
(iv) amortization expense for such period, (v) any non-cash non-operating loss
or expense associated with any unfunded post-retirement health or insurance
benefit plans of the Borrower, but only to the extent Section 420 of the
Internal Revenue Code (or its successor provision) was utilized by the Borrower
in the preceding Fiscal Year, MINUS, to the extent included in Consolidated Net
Income or Consolidated Net Loss for such period, any non-cash non-operating
income or gains related to defined pension plans of the Borrower and, MINUS (or
PLUS), any other non-cash non-operating income (or loss) for such period to the
extent included in Consolidated Net Income or Consolidated Net Loss. For
purposes of computing Consolidated Net Income or Consolidated Net Loss in
determining Consolidated Adjusted EBITDA of the Borrower and its Subsidiaries,
there shall be excluded from the computation thereof, without duplication and to
the extent not otherwise excluded from the computation thereof, (i)
non-recurring fees and expenses incurred in connection with the consummation of
the Transaction, and (ii) non-recurring fees and expenses incurred in connection
with the consummation of any Permitted Acquisition in an aggregate amount not to
exceed five percent (5.0%) of the total consideration for such Permitted
Acquisition. In addition,



                                      -9-
<PAGE>   20

for any four-quarter period ending on or prior to November 30, 2001,
Consolidated Adjusted EBITDA shall be calculated on a pro forma basis assuming
the consummation of the Draftex Acquisition as of December 1, 2000. Solely for
purposes of computing the Leverage Ratio and the Most Recent Leverage Ratio for
any applicable period, Consolidated Adjusted EBITDA shall be calculated on a pro
forma basis with respect to (A) any Permitted Acquisition effected during such
period assuming the consummation of such Permitted Acquisition as of the first
day of such period, and taking into account the same pro forma adjustments used
for determining Consolidated Adjusted EBITDA on a pro forma basis pursuant to
SECTION 8.7(k) with respect to such Permitted Acquisition and (B) any Asset
Disposition permitted by the terms of this Agreement effected during such period
assuming the consummation of such permitted Asset Disposition as of the first
day of such period.

         "CONSOLIDATED CAPITAL EXPENDITURES" means, without duplication, with
respect to the Borrower and its Subsidiaries, any amounts expended, incurred or
obligated to be expended during or in respect of a period for any purchase or
other acquisition for value of any asset that should be classified on a
consolidated balance sheet of such Person prepared in accordance with GAAP as a
fixed or capital asset (including capitalized costs in respect of Intellectual
Property) including, without limitation, the direct or indirect acquisition of
such assets or improvements by way of increased product or service charges,
offset items or otherwise, and shall include Capitalized Lease Obligations.

         "CONSOLIDATED CASH INTEREST EXPENSE" means, for any period, (i)
Consolidated Interest Expense, but excluding, however, interest expense not
payable in cash, amortization of discount and deferred financing costs, plus or
minus, as the case may be (ii) net amounts paid or received under Interest Rate
Agreements (with cap payments amortized over the life of the cap) and MINUS
interest income received in Cash or Cash Equivalents in respect of Investments
permitted hereunder; PROVIDED that (a) for the Test Period ending on February
28, 2001, Consolidated Cash Interest Expense shall be the actual Consolidated
Cash Interest Expense for the Fiscal Quarter ending on February 28, 2001 (taken
as one accounting period), multiplied by 4, (b) for the Test Period ending on
May 31, 2001, Consolidated Cash Interest Expense shall be the actual
Consolidated Cash Interest Expense for the two fiscal quarter period ending on
May 31, 2001 (taken as one accounting period), multiplied by 2, and (c) for the
Test Period ending on August 31, 2001, Consolidated Cash Interest Expense shall
be the actual Consolidated Cash Interest Expense for the three fiscal quarter
period ending on August 31, 2001, multiplied by a fraction the numerator of
which is 4 and the denominator of which is 3.

         "CONSOLIDATED CURRENT ASSETS" means, at any time, the consolidated
current assets (excluding any current deferred tax assets) of the Borrower and
its Subsidiaries at such time.

         "CONSOLIDATED CURRENT LIABILITIES" means, at any time, the consolidated
current liabilities of the Borrower and its Subsidiaries at such time.

         "CONSOLIDATED DEBT" means, at any time, all Indebtedness for borrowed
money of the Borrower and its Subsidiaries determined on a consolidated basis in
accordance with GAAP and other Indebtedness under Operating Financing Leases,
less cash, Cash Equivalents and





                                      -10-
<PAGE>   21

Foreign Cash Equivalents freely available and not subject to any Lien (other
than a Lien in favor of the Administrative Agent and/or the Collateral Agent) or
transfer restriction.

         "CONSOLIDATED FIXED CHARGES" means, for any applicable period, the sum
of, without duplication, (i) Consolidated Cash Interest Expense, (ii) the
aggregate amount of Scheduled Repayments (after giving effect to any mandatory
repayments under SECTION 4.4(b)-(k)), (iii) Consolidated Capital Expenditures
during such period (other than (x) Consolidated Capital Expenditures
constituting Capitalized Lease Obligations and (y) Consolidated Capital
Expenditures made pursuant to SECTION 9.1(b)(i) through (iv)), (iv) all
dividends and other distributions (other than distributions in the form of
Capital Stock of the Borrower) paid during such period (regardless of when
declared) on any shares of Capital Stock of the Borrower then outstanding, and
(v) income or other taxes currently payable for taxable income related to such
period (but excluding the effect on such taxes payable as a result of any gain
or loss otherwise excluded from Consolidated Adjusted EBITDA), all as determined
on a consolidated basis for the Borrower and its Subsidiaries in accordance with
GAAP.

         "CONSOLIDATED INTEREST EXPENSE" means, for any period, the sum of total
interest expense (including that attributable to Capitalized Leases in
accordance with GAAP) of the Borrower and its Subsidiaries on a consolidated
basis with respect to all outstanding Indebtedness of the Borrower and its
Subsidiaries, including, without limitation, all commissions, discounts and
other fees and charges owed with respect to letters of credit and bankers'
acceptance financing, all as determined on a consolidated basis for the Borrower
and its Subsidiaries in accordance with GAAP.

         "CONSOLIDATED NET INCOME" and "CONSOLIDATED NET LOSS" mean,
respectively, with respect to any period, the aggregate of the net income (loss)
of the Person in question for such period, determined in accordance with GAAP on
a consolidated basis, provided that (i) the net income (loss) of any Person
which is not a consolidated Subsidiary shall be included only to the extent of
the amount of cash dividends or distributions paid to the Person in question or
to a consolidated Subsidiary of such Person and (ii) except for determinations
of net income (loss) to be made on a pro forma basis in connection with a
Permitted Acquisition pursuant to SECTION 8.7(k), the net income (loss) of any
Person accrued prior to the date it becomes a Subsidiary of any Borrower or is
merged into or consolidated with any Borrower or any of its Subsidiaries or that
Person's assets are acquired by any Borrower or any of its Subsidiaries shall be
excluded. There shall be excluded in computing Consolidated Net Income the
excess (but not the deficit), if any, of (i) any gain which must be treated as
an extraordinary item under GAAP or any gain realized upon the sale or other
disposition of any real property or equipment that is not sold in the ordinary
course of business or of any Capital Stock of the Person or a Subsidiary of the
Person over (ii) any loss which must be treated as an extraordinary item under
GAAP or any loss realized upon the sale or other disposition of any real
property or equipment that is not sold in the ordinary course of business or of
any Capital Stock of the Person or a Subsidiary of the Person.

         "CONSOLIDATED NET WORTH" of a Person means total equityholders' equity
(including, without limitation, preferred stock and other preferred equity
interests) of such Person and its Subsidiaries minus (without duplication of
deductions in respect of items already




                                      -11-
<PAGE>   22

deducted in arriving at surplus and retained earnings) all reserves (other than
contingency reserves not allocated to any particular purpose), including without
limitation reserves for depreciation, depletion, amortization, obsolescence,
environmental liabilities, deferred income taxes, insurance and inventory
valuation all as determined on a consolidated basis in accordance with GAAP.

         "CONSOLIDATED TOTAL ASSETS" means, with respect to any Person, the book
value, determined on a consolidated basis in accordance with GAAP, of all assets
of such Persons and its Subsidiaries.

         "CONTRACTUAL OBLIGATION" means, as to any Person, any provision of any
Securities issued by such Person or of any indenture or credit agreement or any
agreement, instrument or other undertaking to which such Person is a party or by
which it or any of its property is bound or to which such property may be
subject.

         "CREDIT EVENT" means the making of any Loan or the issuance of any
Letter of Credit.

         "CREDIT EXPOSURE" has the meaning assigned to that term in SECTION
12.8(b).

         "CREDIT PARTY" means each of (i) the Borrower, (ii) each Subsidiary
Guarantor and any guarantor which may hereafter enter into a guarantee agreement
with respect to the Obligations and (iii) each Subsidiary which is a party to a
Subsidiary Pledge Agreement and any pledgor which may hereafter enter into a
pledge agreement with respect to the Obligations.

         "CUSTOMARY PERMITTED LIENS" means:

              (i) Liens for taxes not yet due and payable or which are being
contested in good faith by appropriate proceedings diligently pursued, PROVIDED
that (x) any proceedings commenced for the enforcement of such Liens shall have
been stayed or suspended within 30 days of the commencement thereof and (y)
provision for the payment of all such taxes known to such Person has been made
on the books of such Person to the extent required by GAAP;

              (ii) mechanics', processor's, materialmen's, carriers',
warehouse-men's, landlord's and similar Liens (including statutory and common
law landlords' liens under leases to which any Credit Party or any Subsidiary is
a party) arising by operation of law and arising in the ordinary course of
business and securing obligations of such Person that are not overdue for a
period of more than 90 days or are being contested in good faith by appropriate
proceedings diligently pursued, PROVIDED that (x) any proceedings commenced for
the enforcement of such Liens shall have been stayed or suspended within 30 days
of the commencement thereof and (y) provision for the payment of such Liens has
been made on the books of such Person to the extent required by GAAP;




                                      -12-
<PAGE>   23

              (iii) Liens arising in connection with worker's compensation,
unemployment insurance, old age pensions and social security benefits which are
not overdue or are being contested in good faith by appropriate proceedings
diligently pursued, PROVIDED that (x) any proceedings commenced for the
enforcement of such Liens shall have been stayed or suspended within 30 days of
the commencement thereof and (y) provision for the payment of such Liens has
been made on the books of such Person to the extent required by GAAP;

              (iv) Liens (x) incurred or deposits made in the ordinary course of
business to secure the performance of bids, tenders, statutory obligations, fee
and expense arrangements with trustees and fiscal agents (exclusive of
obligations incurred in connection with the borrowing of money or the payment of
the deferred purchase price of property) and customary deposits granted in the
ordinary course of business under Operating Leases and (y) securing surety,
indemnity, performance, appeal and release bonds, PROVIDED that (x) full
provision for the payment of all such obligations has been made on the books of
such Person to the extent required by GAAP and (y) the aggregate amount of all
such obligations does not exceed $1,000,000 at any time outstanding;

              (v) Permitted Real Property Encumbrances;

              (vi) attachment, judgment or other similar Liens arising in
connection with court or arbitration proceedings involving individually and in
the aggregate liability of $1,000,000 or less at any one time, provided the same
are discharged, or that execution or enforcement thereof is stayed pending
appeal, within 30 days or, in the case of any stay of execution or enforcement
pending appeal, within such lesser time during which such appeal may be taken;

              (vii) leases or subleases granted to others not interfering in any
material respect with the business of the Borrower or any of its Subsidiaries
and any interest or title of a lessor under any lease permitted by this
Agreement or the Security Documents;

              (viii) customary rights of set off, revocation, refund or
chargeback under deposit agreements or under the UCC of banks or other financial
institutions where the Borrower or any of its Subsidiaries maintains deposits in
the ordinary course of business permitted by this Agreement; and

              (ix) Environmental Liens, to the extent that (x) any proceedings
commenced for the enforcement of such Liens shall have been suspended or are
being contested in good faith, (y) provision for all liability and damages that
are the subject of said Environmental Liens has been made on the books of such
Person to the extent required by GAAP and (z) such Liens do not relate to
obligations exceeding $5,000,000 in the aggregate at any one time.

         "DEFAULT RATE" means a variable rate per annum which shall be two
percent (2%) per annum PLUS either (i) the then applicable interest rate
hereunder in respect of the amount on which the Default Rate is being assessed
or (ii) if there is no such applicable interest rate, the






                                      -13-
<PAGE>   24

Base Rate plus the Applicable Base Rate Margin, but in no event in excess of
that permitted by applicable law.

         "DEFAULTING LENDER" means any Lender with respect to which a Lender
Default is in effect.

         "DEPOSIT ACCOUNT" means a demand, time, savings, passbook or like
account with a bank, savings and loan association, credit union or like
organization, other than an account evidenced by a negotiable certificate of
deposit.

         "DISTRIBUTION AGREEMENT" means that certain Distribution and Services
Agreement dated as of June 5, 2000 by and between the US Holdco and AFC, in the
form delivered to the Administrative Agent.

         "DOCUMENTS" means the Loan Documents and the Transaction Documents.

         "DOLLAR" and "$" means the lawful currency of the United States of
America.

         "DOLLAR EQUIVALENT" means, at any time, (i) as to any amount
denominated in Dollars, the amount thereof at such time, and (ii) as to any
amount denominated in Euro, the equivalent amount in Dollars as determined by
the Administrative Agent at such time on the basis of the Spot Rate.

         "DOMESTIC LC OBLIGATIONS" means, at any time, an amount equal to the
sum of (i) the sum of the aggregate Stated Amount of the then outstanding
Letters of Credit denominated in Dollars, and (ii) the sum of the aggregate
amount of drawings under Domestic Letters of Credit which have not then been
reimbursed pursuant to SECTION 2.10(c). The Domestic LC Obligations of any
Revolving Lender at any time shall mean its Revolver Pro Rata Share of the
Domestic LC Obligations outstanding at such time.

         "DOMESTIC LETTER OF CREDIT" means any Letter of Credit the Stated
Amount of which is denominated in Dollars.

         "DOMESTIC SUBSIDIARY" means any Subsidiary of the Borrower that is
incorporated under the laws of any State of the U.S., the District of Columbia
or any territory or possession of the U.S.

         "DRAFTEX ACQUISITION" means the purchase by the Borrower from The Laird
Group Public Company of all of the Capital Stock of Draftex Inc., Draftex
Beteiligungsgesellschaft mbH, Draftex International (Pribor) s.r.o., Draftex
International Iberica SA, Slic Corvol SA, Slic Gruchet SA, Snappon SA, Draftex
International European Technical Centre GmbH and Draftex Verwaltungsgesellshaft
mbH, pursuant to the Draftex Acquisition Agreement.

         "DRAFTEX ACQUISITION AGREEMENT" means the Agreement, dated October 22,
2000 among The Laird Group Public Limited Company and the Borrower, as the same
may be






                                      -14-
<PAGE>   25

amended, supplemented or otherwise modified from time in accordance with the
terms hereof and thereof.

         "DRAFTEX ACQUISITION DOCUMENTS" means the Draftex Acquisition
Agreement, the Transaction Documents (as defined in the Draftex Acquisition
Agreement), the Disclosure Letter (as defined in the Draftex Acquisition
Agreement) and any material agreement, document, instrument and certificate
executed and/or delivered on or after the date hereof pursuant to the terms
thereof.

         "DRAG-ALONG TRANSACTION" means the mandatory sale by GenCorp of all or
a portion of its equity interests in NextPharma to a third party pursuant to
Section 3.3 of the Shareholders Agreement.

         "EFFECTIVE DATE" has the meaning assigned to that term in SECTION
12.16.

         "EIS BUSINESS SALE" means the sale by the Borrower of all or
substantially all of the electronics and information systems operations of
Aerojet, on terms and conditions satisfactory to the Administrative Agent.

         "ELIGIBLE ASSIGNEE" means (i) a commercial bank, investment company,
financial institution, financial company, fund (whether a corporation,
partnership, trust or other entity), insurance company or other "accredited
investor" (as defined in Regulation D of the Securities Act), (ii) any Lender
party to this Agreement, and (iii) any other Person approved by the
Administrative Agent and, in the absence of an Unmatured Event of Default or
Event of Default, the Borrower, such approval of the Borrower not to be
unreasonably withheld.

         "EMPLOYEE BENEFIT PLAN" means an "employee benefit plan" as defined in
Section 3(3) of ERISA, which is or has been established or maintained, or to
which contributions are or have been made, by the Borrower or any of its ERISA
Affiliates, any Subsidiary of the Borrower or ERISA Affiliates of such
Subsidiary.

         "ENVIRONMENTAL CLAIM" means any written notice of violation,
allegation, action, proceeding, claim, suit, demand, consent decree, injunction,
lien, legally binding order, penalty or fine by any Governmental Authority or
any Person for any damage, personal injury (including sickness, disease or
death), tangible or intangible property damage, contribution, cost recovery, or
any other common law claims, indemnity, indirect or consequential damages,
damage to the environment, nuisance, pollution, contamination or other adverse
effects on the environment, human health or safety, or natural resources,
resulting from or based upon (i) the Release or threatened Release of, or
exposure to, any Hazardous Materials in, into or onto the environment at, in,
by, from or related to any real estate owned, leased or operated at any time by
the Borrower or any of its Subsidiaries (the "PREMISES"), or to any real
property to which Hazardous Materials related to the Premises come to be
located, (ii) the use, handling, generation, transportation, storage,
production, recycling treatment or disposal of Hazardous Materials in connection
with the operation of any Premises, or (iii) the violation, or alleged
violation, of any Environmental Laws.



                                      -15-
<PAGE>   26

         "ENVIRONMENTAL INDEMNITY AGREEMENT" means that certain Environmental
Indemnity Agreement dated as of June 5, 2000 by and among GenCorp, AFC, Aerojet
and US Holdco in the form delivered to the Administrative Agent.

         "ENVIRONMENTAL LAWS" means any and all applicable foreign, federal,
state or local laws, statutes, ordinances, codes, rules, regulations, orders,
decrees, judgments, directives, or Environmental Permits, and cleanup or action
standards, levels or objectives imposing liability or standards of conduct for
or relating to the protection of health, safety or the environment, including,
but not limited to, the following statutes as now written and hereafter amended:
the Water Pollution Control Act, as codified in 33 U.S.C. sec. 1251 ET SEQ., the
Clean Air Act, as codified in 42 U.S.C. sec. 7401 ET SEQ., the Toxic Substances
Control Act, as codified in 15 U.S.C. sec. 2601 ET SEQ., the Solid Waste
Disposal Act, as codified in 42 U.S.C. sec. 6901 ET SEQ., the Comprehensive
Environmental Response, Compensation and Liability Act, as codified in 42 U.S.C.
sec.9601 ET seq., the Emergency Planning and Community Right-to-Know Act of
1986, as codified in 42 U.S.C. sec. 11001 ET SEQ., and the Safe Drinking Water
Act, as codified in 42 U.S.C. sec. 300f ET SEQ., and any related regulations, as
well as all state and local equivalents.

         "ENVIRONMENTAL LIEN" means a Lien in favor of any Governmental
Authority for (i) any liability under Environmental Laws, or any limitations or
restrictions placed upon any real property owned, leased or operated by the
Borrower or any of its Subsidiaries by any Government Authority or court, or
(ii) damages relating to, or costs incurred by such Governmental Authority in
response to, a Release or threatened Release of Hazardous Materials into the
environment.

         "ENVIRONMENTAL PERMITS" means any and all permits, licenses,
certificates, authorizations or approvals of any Governmental Authority required
by Environmental Laws or necessary or reasonably required for the business of
the Borrower or any Subsidiary of the Borrower.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
from time to time amended.

         "ERISA AFFILIATE" means, with respect to any Person, any trade or
business (whether or not incorporated) which, together with such Person, is
under common control as described in Section 414(c) of the Code, is a member of
a "controlled group", as defined in Section 414(b) of the Code, or is a member
of an "affiliated service group", as defined in Section 414(m) of the Code which
includes such Person. Unless otherwise qualified, all references to an "ERISA
Affiliate" in this Agreement shall refer to an ERISA Affiliate of the Borrower
or any Subsidiary.

         "EURO" means the single currency of participating member states of the
European Monetary Union.

         "EUROCURRENCY LOAN" means any Loan bearing interest at a rate
determined by reference to the Eurocurrency Rate.




                                      -16-
<PAGE>   27

         "EUROCURRENCY RATE" means (i) in the case of Dollar-denominated Loans,
the arithmetic average (rounded upwards, if necessary, to the nearest 1/16 of
1%) of the offered quotation, if any, to first class banks in the New York
interbank market by the Administrative Agent for non-U.S. deposits in Dollars of
amounts in immediately available funds comparable to the principal amount of the
applicable Eurocurrency Loan of the Administrative Agent for which the
Eurocurrency Rate is being determined with maturities comparable to the Interest
Period for which such Eurocurrency Rate will apply as of approximately 10:00
a.m. (New York City time) on the applicable Interest Rate Determination Date and
(ii) in the case of Euro denominated Loans, the arithmetic average (rounded
upwards, if necessary, to the nearest 1/16 of 1%) of the offered quotation, if
any, to first class banks in the London interbank market by the Administrative
Agent for non-U.S. deposits in Euro of amounts in immediately available funds
comparable to the principal amount of the applicable Eurocurrency Loan of the
Administrative Agent for which the Eurocurrency Rate is being determined with
maturities comparable to the Interest Period for which such Eurocurrency Rate
will apply as of approximately 11:00 a.m. (London time) on the applicable
Interest Rate Determination Date.

         "EUROCURRENCY RESERVE RATE" means, with respect to each day during each
Interest Period pertaining to a Eurocurrency Loan, a rate per annum determined
for such day in accordance with the following formula (rounded upwards, if
necessary, to the nearest 1/100th of 1%):

                                  EUROCURRENCY RATE
                     ------------------------------
                      1.00 - Eurocurrency Reserve Requirements

         "EUROCURRENCY RESERVE REQUIREMENTS" means, for any day as applied to a
Eurocurrency Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal fraction) of reserve requirements in effect on such day
(including, without limitation, basic, supplemental, marginal and emergency
reserves under any regulations of the Board or other Governmental Authority
having jurisdiction with respect thereto) dealing with reserve requirements
prescribed for Eurocurrency funding (currently referred to as "Eurocurrency
liabilities" in Regulation D of the Board).

         "EVENT OF DEFAULT" has the meaning assigned to that term in SECTION
10.1.

         "EXCESS CASH FLOW" means for any period, the sum of (i) the sum
(without duplication) of (A) Consolidated Net Income for such period, PLUS (B)
the amount of all non-cash charges (including, without limitation or
duplication, depreciation, amortization and non-cash (including without
limitation any original issue discount or pay-in-kind interest expense) interest
expense) included in determining Consolidated Net Income for such period, PLUS
(C) the decrease, if any, in Adjusted Working Capital from the first day to the
last day of such period, PLUS (D) provisions for taxes appearing on an income
statement of the Borrower and its Subsidiaries for such period, PLUS (E) losses
from sales of assets, MINUS (ii) the sum (without duplication) of (A) any
non-cash credits (including from sales of assets) included in determining
Consolidated Net Income for such period, PLUS (B) gains from sales of assets
included in determining Consolidated Net Income for such period, PLUS (C) the
aggregate amount of Capital Expenditures (excluding Capital Expenditures made
pursuant to SECTION 9.1(b)(iii)) made by the





                                      -17-
<PAGE>   28

Borrower and its Subsidiaries during such period to the extent not financed by
any Indebtedness (other than the Revolving Loans) specified in clause (i), (iii)
or (vi) of the definition of "INDEBTEDNESS", PLUS (D) the aggregate principal
amount of permanent principal payments of Indebtedness for borrowed money of the
Borrower and its Subsidiaries (other than (1) repayment of Indebtedness with
proceeds of issuance of other Indebtedness or equity or equity contributions or
with Net Sale Proceeds or proceeds of Recovery Events and (2) repayment of
Loans, PROVIDED that repayments of Loans shall be deducted in determining Excess
Cash Flow if such repayments were (x) required as a result of a Scheduled
Repayments under SECTION 4.4(b) OR (c) or (y) made as a voluntary prepayment
with internally generated funds (but in the case of a voluntary prepayment of
Revolving Loans or Swing Line Loans, only to the extent accompanied by a
voluntary permanent reduction to the Total Revolving Commitment)) during such
period, PLUS (E) non-cash charges added back in a previous period pursuant to
clause (i)(B) above to the extent any such charge has become a cash item in the
current period, PLUS (F) the increase, if any, in Adjusted Working Capital from
the first day to the last day of such period, PLUS (G) taxes paid by the
Borrower and its Subsidiaries during such period, PLUS (H) the principal portion
of Capitalized Lease Obligations paid by the Borrower and its Subsidiaries
during such period.

         "EXCESS CASH FLOW PERIOD" means, with respect to the repayment required
on each Excess Cash Payment Date, the immediately proceeding Fiscal Year of the
Borrower.

         "EXCESS CASH PAYMENT DATE" means the date occurring 95 days after the
last day of a Fiscal Year of the Borrower (beginning with its Fiscal Year ending
on November 30, 2001).

         "EXCHANGE ACT" means the Securities1 Exchange Act of 1934, as amended
and as codified in 15 U.S.C. sec. 78a ET SEQ. and as hereafter amended.

         "EXCHANGE RATE DETERMINATION DATE" means (i) for purposes of the
determination of the Spot Rate of any stated amount on any Business Day in
relation to any Borrowing of Revolving Loans in Euro, the date which is three
(3) Business Days prior to such Borrowing, (ii) for purposes of the
determination of the Spot Rate of any Stated Amount in relation to any issuance
of any Letter of Credit, on the date of such issuance and (iii) for the purpose
of determining the Spot Rate to make determinations pursuant to SECTION 4.4(a),
the first Business Day of each calendar month.

         "EXISTING CREDIT AGREEMENT" means that certain Credit Agreement dated
as of September 30, 1999, as amended, by and among GenCorp Inc., Bank of
America, N.A., as Agent, the lenders party thereto, together with all
guaranties, security documents and all other documents, instruments and
agreements executed and delivered in connection therewith.

         "EXISTING CREDIT AGREEMENT TERMINATION DOCUMENTS" means the documents
entered into with respect to the termination of the commitments, and the
reimbursement obligations with respect to any letters of credit issued, under
the Existing Credit Agreement, the repayment of the loans thereunder, the
release of all guaranties and security with respect thereto and any consents
required in connection therewith.




                                      -18-
<PAGE>   29

         "EXISTING LETTERS OF CREDIT" means each letter of credit previously
issued under the Existing Credit Agreement for the account of either the
Borrower or one of its Subsidiaries that (i) is outstanding on the Effective
Date and (ii) is listed on SCHEDULE 2.10(b).

         "FACILITY" means any of the credit facilities established under this
Agreement, I.E., the Term A Facility, the Term B Facility or the Revolving
Facility.

         "FACING AGENT" means each of BT and its subsidiaries (including but not
limited to Deutsche Bank AG) and any other Lender agreed to by such Lender, the
Borrower and the Administrative Agent.

         "FEDERAL FUNDS RATE" means on any one day, the rate per annum equal to
the weighted average (rounded upwards, if necessary, to the nearest 1/100th of
1%) of the rate on overnight federal funds transactions with members of the
Federal Reserve System only arranged by federal funds brokers, as published as
of such day by the Federal Reserve Bank of New York, or, if such rate is not so
published, the average of the quotations for such day on such transactions
received by BT from three federal funds brokers of recognized standing selected
by BT.

         "FISCAL QUARTER" has the meaning assigned to that term in SECTION 7.13.

         "FISCAL YEAR" has the meaning assigned to that term in SECTION 7.13.

         "FIXED CHARGE COVERAGE RATIO" means, for any period, the ratio of (i)
Consolidated Adjusted EBITDA for such period to (ii) Consolidated Fixed Charges,
in each case made by the Borrower and its Subsidiaries during such period.

         "FOREIGN CASH EQUIVALENTS" means (i) debt securities with a maturity of
365 days or less issued by any member nation of the European Union, Switzerland
or any other country whose debt securities are rated by S&P and Moody's A-1 or
P-1, or the equivalent thereof (if a short-term debt rating is provided by
either) or at least AA or Aa2, or the equivalent thereof (if a long-term
unsecured debt rating is provided by either) (each such jurisdiction, an
"APPROVED JURISDICTION"), or any agency or instrumentality of an Approved
Jurisdiction, provided that the full faith and credit of the Approved
Jurisdiction is pledged in support of such debt securities or such debt
securities constitute a general obligation of the Approved Jurisdiction and (ii)
debt securities in an aggregate principal amount not to exceed the Dollar
Equivalent of $20,000,000 with a maturity of 365 days or less issued by any
nation in which the Borrower or its Subsidiaries has cash which is the subject
of restrictions on export or any agency or instrumentality of such nation,
provided that the full faith and credit of such nation is pledged in support of
such debt securities or such debt securities constitute a general obligation of
such nation.

         "FOREIGN PENSION PLAN" means any plan, fund (including, without
limitation, any super-annuation fund) or other similar program established or
maintained outside of the United States of America by the Borrower or one or
more of its Subsidiaries or its Affiliates primarily for the benefit of
employees of the Borrower or such Subsidiaries or its Affiliates residing
outside the United States of America, which plan, fund, or similar program
provides or results in,





                                      -19-
<PAGE>   30

retirement income, a deferral of income in contemplation of retirement or
payments to be made upon termination of employment, and which is not subject to
ERISA or the Code.

         "FOREIGN SUBSIDIARY" means any Subsidiary of the Borrower that is not a
Domestic Subsidiary.

         "GAAP" means generally accepted accounting principles in the U.S. as in
effect from time to time.

         "GENCORP PUT" means the sale or transfer by GenCorp of all of its
membership interests in AFC and NextPharma pursuant to Section 2.7, 2.8, 2.9 or
2.10 of the Shareholders Agreement in exchange for cash or a PIK Note.

         "GOVERNMENTAL AUTHORITY" means any nation or government, any state or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of government.

         "GUARANTEE OBLIGATIONS" means, as to any Person, without duplication,
any direct or indirect obligation of such Person guaranteeing or intended to
guarantee any Indebtedness, Capitalized Lease or Operating Financing Lease,
dividend or other obligation ("primary obligations") of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, including,
without limitation, any obligation of such Person, whether or not contingent:
(i) to purchase any such primary obligation or any property constituting direct
or indirect security therefor; (ii) to advance or supply funds (x) for the
purchase or payment of any such primary obligation, or (y) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor; (iii) to purchase property,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of
such primary obligation; or (iv) otherwise to assure or hold harmless the owner
of such primary obligation against loss in respect thereof; PROVIDED, HOWEVER,
that the term Guarantee Obligations shall not include any endorsements of
instruments for deposit or collection in the ordinary course of business. The
amount of any Guarantee Obligation at any time shall be deemed to be an amount
equal to the lesser at such time of (x) the stated or determinable amount of the
primary obligation in respect of which such Guarantee Obligation is made or (y)
the maximum amount for which such Person may be liable pursuant to the terms of
the instrument embodying such Guarantee Obligation; or, if not stated or
determinable, the maximum reasonably anticipated liability (assuming full
performance) in respect thereof.

         "GUARANTEED CREDITORS" means and includes (i) the Administrative Agent
and the Lenders and (ii) each Person (other than any Credit Party) which is a
party to an Interest Rate Agreement or Other Hedging Agreement, in each case to
the extent such Person constitutes a Secured Creditor under the Security
Documents.

         "GUARANTEED OBLIGATIONS" means (i) the full and prompt payment when due
(whether at the stated maturity, by acceleration or otherwise) of the principal
and interest



                                      -20-
<PAGE>   31

(whether such interest is allowed as a claim in a bankruptcy proceeding with
respect to the Borrower or otherwise) on each Note issued by the Borrower to
each Lender, and Loans made under this Agreement and all reimbursement
obligations and Unpaid Drawings with respect to Letters of Credit, together with
all other obligations (including obligations which, but for the automatic stay
under Section 362(a) of the Bankruptcy Code, would become due) and liabilities
(including, without limitation, indemnities, fees and interest thereon) of the
Borrower to such Lender now existing or hereafter incurred under, arising out of
or in connection with this Agreement or any other Loan Documents and the due
performance and compliance with all terms, conditions and agreements contained
in the Loan Documents by the Borrower and (ii) the full and prompt payment when
due (whether by acceleration or otherwise) of all obligations (including
obligations which, but for the automatic stay under Section 362(a) of the
Bankruptcy Code, would become due) of the Borrower owing under any Interest Rate
Agreement or Other Hedging Agreement entered into by the Borrower with any
Lender or any Affiliate thereof (even if such Lender subsequently ceases to be a
Lender under this Agreement for any reason) so long as such Lender or Affiliate
participates in such Interest Rate Agreement or Other Hedging Agreement, as the
case may be, and their subsequent assigns, if any, whether or not in existence
or hereafter arising, and the due performance and compliance with all terms,
conditions and agreements contained therein.

         "HAZARDOUS MATERIALS" means (i) any petrochemical or petroleum
products, radioactive materials, asbestos in any form that is friable, urea
formaldehyde foam insulation, polychlorinated biphenyls and radon gas; (ii) any
chemicals, materials or substances defined as or included in the definition of
"hazardous substances," "hazardous wastes," "hazardous materials," "restricted
hazardous materials," "extremely hazardous wastes," "restrictive hazardous
wastes," "toxic substances," "toxic pollutants," "contaminants" or "pollutants,"
or words of similar meaning and regulatory effect pursuant to any Environmental
Law; or (iii) any other chemical, material or substance, exposure to which is
prohibited, limited or regulated pursuant to any Environmental Law.

         "HOLDCO PUT" means the obligation of GenCorp to purchase all of US
Holdco's membership interests in AFC for cash pursuant to Section 6 of the
Investor Rights Agreement which obligation is, under the terms of the
Subordination Agreement, subordinated to payment of all Obligations owing by
GenCorp.

         "INDEBTEDNESS" means, as applied to any Person (without duplication):

              (i) all obligations (including principal, interest, fees and
charges) of such Person for borrowed money;

              (ii) the deferred and unpaid balance of the purchase price of
assets or services (other than trade payables and other accrued liabilities
incurred in the ordinary course of business that are not overdue by more than 90
days unless being contested in good faith);

              (iii) all Capitalized Lease Obligations;




                                      -21-
<PAGE>   32

              (iv) all indebtedness secured by any Lien (other than Customary
Permitted Liens) on any property owned by such Person, whether or not such
indebtedness has been assumed by such Person or is nonrecourse to such Person;

              (v) notes payable and drafts accepted representing extensions of
credit whether or not representing obligations for borrowed money;

              (vi) indebtedness or obligations of such Person, in each case,
evidenced by bonds, notes or similar written instruments;

              (vii) the face amount of all letters of credit and bankers'
acceptances issued for the account of such Person, and without duplication, all
unpaid drawings in respect thereof and drafts drawn thereunder;

              (viii) all obligations of such Person under Interest Rate
Agreements or Other Hedging Agreements;

              (ix) Guarantee Obligations of such Person; and

              (x) the Attributable Debt of any synthetic lease, tax retention
operating lease, off-balance sheet loan or similar off-balance sheet financing
product to which such Person is a party, where such transaction is considered
borrowed money indebtedness for tax purposes but is classified as an operating
lease in accordance with GAAP.

         "INDEBTEDNESS TO REMAIN OUTSTANDING" shall have the meaning assigned to
that term in SECTION 6.5(d).

         "INDEMNIFIED PARTY" has the meaning assigned to that term in SECTION
12.4(a).

         "INDEMNITY AGREEMENT" means that certain Indemnity Agreement dated as
of June 5, 2000 by and among NextPharma, GenCorp, AFC and the other Guarantors
in the form delivered to the Administrative Agent.

         "INITIAL BORROWING" means the first Borrowing by the Borrower under
this Agreement.

         "INITIAL BORROWING DATE" means the date of the Initial Borrowing.

         "INITIAL LOAN" means the first Loan made by the Lenders under this
Agreement.

         "INTELLECTUAL PROPERTY" has the meaning assigned to that term in
SECTION 6.19.

         "INTERCOMPANY LOAN" has the meaning assigned to that term in SECTION
8.7(g).



                                      -22-
<PAGE>   33

         "INTERCOMPANY NOTE" means a demand promissory note (or a promissory
note payable on a date reasonably satisfactory to the Administrative Agent)
issued by a Subsidiary directly to GenCorp substantially in the form of EXHIBIT
1.1(b) or such other form or payee that is satisfactory to the Administrative
Agent.

         "INTEREST COVERAGE RATIO" means, for any period, the ratio of
Consolidated Adjusted EBITDA to Consolidated Cash Interest Expense for such
period.

         "INTEREST PAYMENT DATE" means (i) as to any Base Rate Loan, each
Quarterly Payment Date to occur while such Loan is outstanding, (ii) as to any
Eurocurrency Loan, the last day of the Interest Period applicable thereto and
(iii) as to any Eurocurrency Loan having an Interest Period longer than three
months, each three (3) month anniversary of the first day of the Interest Period
applicable thereto and the last day of the Interest Period applicable thereto;
PROVIDED, HOWEVER, that, in addition to the foregoing, each of (A) the date upon
which both the Revolving Commitments have been terminated and the Revolving
Loans have been paid in full and (B) the Term A Loan Maturity Date and the Term
B Loan Maturity Date shall be deemed to be an "Interest Payment Date" with
respect to any interest which is then accrued hereunder for such Loan.

         "INTEREST PERIOD" has the meaning assigned to that term in SECTION 3.4.

         "INTEREST RATE AGREEMENT" means any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement, interest rate
futures contract, interest rate option contract or other similar agreement or
arrangement to which the Borrower is a party.

         "INTEREST RATE DETERMINATION DATE" means the date for calculating the
Eurocurrency Rate for an Interest Period, which date shall be (i) in the case of
any Eurocurrency Loan in Dollars, the second Business Day prior to the first day
of the related Interest Period for such Loan or (ii) in the case of any
Eurocurrency Loan in Euro, the date on which quotations would ordinarily be
given by prime banks in the London interbank market for deposits in Euro for
value on the first day of the related Interest Period for such Eurocurrency
Loan.

         "INTERIM MATURITY DATE" means the last day of any Interest Period.

         "INVENTORY" means, inclusively, all inventory as defined in the Uniform
Commercial Code in effect in the State of New York from time to time and all
goods, merchandise and other personal property wherever located, now owned or
hereafter acquired by the Borrower or any of its Subsidiaries of every kind or
description which are held for sale or lease or are furnished or to be furnished
under a contract of service or are raw materials, work-in-process or materials
used or consumed or to be used or consumed in the Borrower's or any of its
Subsidiaries' business.

         "INVESTMENT" means, as applied to any Person, (i) any direct or
indirect purchase or other acquisition by that Person of, or a beneficial
interest in, Securities of any other Person, or a capital contribution by that
Person to any other Person, (ii) any direct or indirect loan or





                                      -23-
<PAGE>   34

advance to any other Person (other than (x) prepaid expenses or accounts
receivable created or acquired in the ordinary course of business or (y) any
transaction evidenced by an Intercompany Note), including all Indebtedness to
such Person arising from a sale of property by such person other than in the
ordinary course of its business or (iii) any purchase by that Person of all or a
significant part of the assets of a business conducted by another Person. The
amount of any Investment by any Person on any date of determination shall be the
sum of the acquisition price of the gross assets acquired by such Person
(including the amount of any liability assumed in connection with the
acquisition by such Person to the extent such liability would be reflected on a
balance sheet prepared in accordance with GAAP) PLUS all additional capital
contributions or purchase price paid in respect thereof, without any adjustments
for increases or decreases in value, or write-ups, write-downs or write-offs
with respect to such Investment MINUS the amount of all cash returns of
principal or capital thereon, cash dividends thereon and other cash returns on
investment thereon or liabilities expressly assumed by another Person (other
than the Borrower or another Subsidiary of the Borrower) in connection with the
sale of such Investment. Whenever the term "outstanding" is used in this
Agreement with reference to an Investment, it shall take into account the
matters referred to in the preceding sentence.

         "INVESTOR RIGHTS AGREEMENT" means that certain AFC Investor Rights
Agreement dated as of June 5, 2000 by and among AFC, GenCorp and US Holdco in
the form delivered to the Administrative Agent.

         "IRS" means the United States Internal Revenue Service, or any
successor or analogous organization.

         "JOINT VENTURE" means any corporation, partnership, limited liability
company, joint venture or other similar legal arrangement (whether created by
contract or conducted through a separate legal entity) now or hereafter formed
by the Borrower or any of its Subsidiaries with another Person in order to
conduct a common venture or enterprise with such Person.

         "JV DOCUMENTS" means those certain agreements and documents entered
into to effect the transactions pertaining to AFC's business as described
therein, including the Purchase Agreement, the Shareholders Agreement, the
Investor Rights Agreement, the Distribution Agreement, the Management Agreement,
the Services Agreement, the LLC Agreement, the AFC Credit Agreement, the
Indemnity Agreement, the Environmental Indemnity Agreement and all other
documents executed in connection therewith, each in the form delivered to the
Administrative Agent.

         "JV TRANSACTION" means collectively those transactions contemplated by
the JV Documents.

         "LC COMMISSION" has the meaning assigned to that term in SECTION
2.10(e)(ii).

         "LC OBLIGATIONS" means, collectively, the Domestic LC Obligations and
the Multicurrency LC Obligations. The LC Obligation of any Lender at any time
shall mean its






                                      -24-
<PAGE>   35

Revolver Pro Rata Share of the Dollar Equivalent of the aggregate LC Obligations
outstanding at such time.

         "LENDER" and "LENDERS" have the respective meanings assigned to those
terms in the introduction to this Agreement and shall include any Person that
becomes a "Lender" as contemplated by SECTION 12.8.

         "LENDER DEFAULT" means (i) the refusal (which has not been retracted)
of a Lender to make available its portion of any Borrowing when the conditions
precedent thereto, in the determination of the Administrative Agent, have been
met or to fund its portion of any unreimbursed payment under SECTION 2.10(d) or
(ii) a Lender having notified in writing the Borrower and/or the Administrative
Agent that it does not intend to comply with its obligations under SECTION 2.1
or SECTION 2.10(d).

         "LETTER OF CREDIT PAYMENT" means, as applicable (i) all payments made
by a Facing Agent pursuant to either a draft or demand for payment under a
Letter of Credit or (ii) all payments by Revolving Lenders to a Facing Agent in
respect thereof (whether or not in accordance with their Revolver Pro Rata
Share).

         "LETTER OF CREDIT REQUEST" has the meaning assigned to that term in
SECTION 2.10(b).

         "LETTERS OF CREDIT" means, collectively, all Commercial Letters of
Credit or Standby Letters of Credit issued pursuant to this Agreement, and
"LETTER OF CREDIT" means any one of such Letters of Credit. Each Existing Letter
of Credit shall be deemed to constitute a Letter of Credit issued hereunder on
the Effective Date for all purposes of the Loan Documents.

         "LEVERAGE RATIO" means, for any Test Period, the ratio of Consolidated
Debt as of the last day of such Test Period to Consolidated Adjusted EBITDA for
such Test Period.

         "LIEN" means (i) any judgment lien or execution, attachment, levy,
distraint or similar legal process and (ii) any mortgages, pledge,
hypothecation, collateral assignment, security interest, encumbrance, lien,
charge or deposit arrangement (other than a deposit to a Deposit Account in the
ordinary course of business and not intended as security) of any kind
(including, without limitation, any conditional sale or other title retention
agreement or lease in the nature thereof, any agreement to give any of the
foregoing, any filing or agreement to file a financing statement as debtor under
the UCC or any similar statute other than to reflect ownership by a third party
of property leased or consigned to the Borrower or any of its Subsidiaries under
a lease or consignment agreement which is not in the nature of a conditional
sale or title retention agreement, any subordination arrangement in favor of
another Person or any sale of receivables with recourse against the seller or
any Affiliate of the seller).

         "LLC AGREEMENT" means that certain Amended and Restated Limited
Liability Company Agreement of Aerojet Fine Chemicals LLC dated as of June 5,
2000 by and between GenCorp and US Holdco in the form delivered to the
Administrative Agent.




                                      -25-
<PAGE>   36

         "LOAN" means any Term A Loan, Term B Loan, Revolving Loan or Swing Line
Loan and "Loans" means all such Loans collectively.

         "LOAN DOCUMENTS" means, collectively, this Agreement, the Notes, each
Letter of Credit, each Security Document, each Interest Rate Agreement to which
any Lender or any Affiliate of a Lender is a party, the Subordination Agreement,
and all other agreements, instruments and documents executed in connection
therewith, in each case as the same may at any time be amended, supplemented,
restated or otherwise modified and in effect.

         "MAJORITY LENDERS" of any Facility means those Non-Defaulting Lenders
which would constitute the Required Lenders under, and as defined in, this
Agreement if all outstanding Obligations of other Facilities under this
Agreement were repaid in full and all Commitments with respect thereto were
terminated.

         "MANAGEMENT AGREEMENT" means that certain Management Services Agreement
dated as of June 5, 2000 by and between AFC and GenCorp in the form delivered to
the Administrative Agent.

         "MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the
business, condition (financial or otherwise), assets, liabilities, property or
operations of the Borrower and its Subsidiaries taken as a whole, (ii) the
ability of the Borrower or any Material Subsidiary of the Borrower to perform
its respective obligations under any Loan Document to which it is a party, or
(iii) the validity or enforceability of this Agreement or any of the Security
Documents or the rights or remedies of the Administrative Agent and the Lenders
hereunder or thereunder.

         "MATERIAL SUBSIDIARY" means any Subsidiary of the Borrower, the
Consolidated Total Assets of which were more than 7.5% of the Borrower's
Consolidated Total Assets as of the end of the most recently completed Fiscal
Year of the Borrower for which audited financial statements are available;
PROVIDED that, in the event the aggregate of the Consolidated Total Assets of
all Subsidiaries that do not constitute Material Subsidiaries exceeds 7.5% of
the Borrower's Consolidated Total Assets as of such date, the Borrower (or the
Administrative Agent, in the event the Borrower has failed to do so within 10
days of request therefor by the Administrative Agent) shall, to the extent
necessary, designate sufficient Subsidiaries to be deemed to be "Material
Subsidiaries" to eliminate such excess, and such designated Subsidiaries shall
thereafter constitute Material Subsidiaries. Assets of Foreign Subsidiaries
shall be converted into Dollars at the rates used for purposes of preparing the
consolidated balance sheet of the Borrower included in such audited financial
statements.

         "MAXIMUM COMMITMENT" means, when used with reference to any Lender, the
aggregate of such Lender's Term A Commitment, its Term B Commitment and its
Revolving Commitment in the amounts not to exceed those set forth opposite the
name of such Lender on SCHEDULE 1.1(a) hereto, subject to reduction from time to
time in accordance with the terms of this Agreement.




                                      -26-
<PAGE>   37

         "MINIMUM BORROWING AMOUNT" means, with respect to (i) Base Rate Loans,
$3,000,000, (ii) with respect to Eurocurrency Loans, $5,000,000, in the case of
a Borrowing in Dollars, and 3,000,000 Euro, in the case of a Borrowing in Euro
and (iii) with respect to Swing Line Loans, $500,000 (or such other amount as
the Swing Line Lender may agree.)

         "MOODY'S" means Moody's Investors Service, Inc. or any successor to the
rating agency business thereof.

         "MORTGAGE" has the meaning assigned to that term in SECTION 7.18(a) and
shall also include any mortgage or similar documents executed pursuant to
SECTION 7.12.

         "MORTGAGED PROPERTY" means the owned or leased real property subject to
a Mortgage as indicated on SCHEDULE 6.21(c) and shall also include any owned or
leased real property subject to a Mortgage pursuant to SECTION 7.12.

         "MORTGAGE POLICIES" has the meaning assigned to that term in SECTION
7.18(b).

         "MOST RECENT LEVERAGE RATIO" means, at any date, the Leverage Ratio for
the Test Period ending as of the most recently ended Fiscal Quarter for which
financial statements have been delivered to the Lenders pursuant to SECTION 7.1;
PROVIDED, HOWEVER, that if the Borrower fails to deliver such financial
statements as required by SECTION 7.1 and further fails to remedy such default
within five days of notice thereof from the Administrative Agent, then, without
prejudice to any other rights of any Lender hereunder, the Most Recent Leverage
Ratio shall be deemed to be 3.00 to 1.00 as of the date such financial
statements were required to be delivered under SECTION 7.1. Notwithstanding the
foregoing or the provisions of the last sentence of SECTION 3.3, from the date
hereof to and including the date upon which the financial statements with
respect to the Fiscal Year of the Borrower ended November 30, 2000 are (or
should have been) delivered under SECTION 7.1, the Most Recent Leverage Ratio
shall be deemed to be 2.50 to 1.00.

         "MULTICURRENCY COMMITMENT" means, with respect to each Revolving
Lender, the commitment of such Revolving Lender to make Revolving Loans
denominated in Euro and to acquire participations in Multicurrency Letters of
Credit, as such commitment may be adjusted from time to time pursuant to this
Agreement. The initial amount of each Revolving Lender's Multicurrency
Commitment is set forth on SCHEDULE 1.1(a) hereto, or in the Assignment and
Acceptance pursuant to which such Revolving Lender shall have assumed its
Multicurrency Commitment, as applicable. The initial aggregate amount of the
Revolving Lenders' Multicurrency Commitments is the Dollar Equivalent of
$75,000,000 and is part of, and not in addition to, the aggregate Revolving
Commitments.

         "MULTICURRENCY LC OBLIGATIONS" means, at any time, an amount equal to
the sum of (i) the Dollar Equivalent of the aggregate Stated Amount of the then
outstanding Multicurrency Letters of Credit and (ii) the Dollar Equivalent of
the aggregate amount of drawings under Multicurrency Letters of Credit which
have not then been reimbursed pursuant to SECTION 2.10(c). The Multicurrency LC
Obligation of any Revolving Lender at any time shall





                                      -27-
<PAGE>   38

mean its Revolver Pro Rata Share of the Dollar Equivalent of the Multicurrency
LC Obligations outstanding at such time.

         "MULTICURRENCY LETTER OF CREDIT" means any Letter of Credit denominated
in Euro.

         "MULTICURRENCY REVOLVING LOANS" means, at any time, all Revolving Loans
then denominated in Euro.

         "MULTICURRENCY OUTSTANDINGS" means, at any time, the sum, without
duplication, of the Assigned Dollar Value of (a) the aggregate then outstanding
principal amount of Multicurrency Revolving Loans and (b) the aggregate then
outstanding amount of Multicurrency LC Obligations.

         "MULTIEMPLOYER PLAN" means any plan described in Section 4001(a)(3) of
ERISA to which contributions are or have, within the preceding six years, been
made, or are or were, within the preceding six years, required to be made, by
the Borrower or any of its ERISA Affiliates or any Subsidiary of the Borrower or
ERISA Affiliates of such Subsidiary.

         "NET OFFERING PROCEEDS" means the cash proceeds received by the
Borrower or any of its Subsidiaries (including cash received by way of referred
payment pursuant to a note receivable, conversion of non-cash consideration or
otherwise, but only as and when such cash is received) from (i) the issuance of
any Capital Stock or (ii) the incurrence of any Indebtedness, in each case net
of the actual liabilities for reasonably anticipated cash taxes in connection
with such issuance or incurrence, if any, any underwriting, brokerage and other
customary selling commissions incurred in connection with such issuance or
incurrence, and reasonable legal, advisory and other out-of-pocket fees and
expenses, including title and recording tax expenses, if any, incurred in
connection with such issuance or incurrence.

         "NET SALE PROCEEDS" means, with respect to any Asset Disposition, the
sum of the aggregate cash payments received by the Borrower or any Subsidiary of
the Borrower from such Asset Disposition (including, without limitation, cash
received by way of deferred payment pursuant to a note receivable, conversion of
non-cash consideration, cash payments in respect of purchase price adjustments
or otherwise, but only as and when such cash is received) MINUS the direct costs
and expenses incurred in connection therewith (including in the case of any
Asset Disposition, the payment of the outstanding principal amount of, premium,
if any, and interest on any Indebtedness (other than hereunder) required to be
repaid as a result of such Asset Disposition) and MINUS any provision for taxes
in respect thereof made in accordance with GAAP. Any proceeds received in a
currency other than Dollars shall, for purposes of the calculation of the amount
of Net Sale Proceeds, be in an amount equal to the Dollar Equivalent thereof as
of the date of receipt thereof by the Borrower or any Subsidiary of the
Borrower.

         "NEXTPHARMA" means NextPharma Technologies, S.A. formerly known as
Pharmatech Services, S.A., a company formed and existing under the laws of
Luxembourg.

         "NON-DEFAULTING LENDER" means each Lender which is not a Defaulting
Lender.




                                      -28-
<PAGE>   39

         "NOTE" means any of the Revolving Notes, the Swing Line Note or the
Term Notes and "NOTES" means all of such Notes collectively.

         "NOTICE OF BORROWING" has the meaning assigned to that term in SECTION
2.5.

         "NOTICE OF CONVERSION OR CONTINUATION" has the meaning assigned to that
term in SECTION 2.6.

         "NOTICE OFFICE" means the office of the Administrative Agent located at
One Bankers Trust Plaza, New York, New York 10006, Attention: Deal
Administrator, or such other office as the Administrative Agent may designate to
the Borrower and the Lenders from time to time.

         "OBLIGATIONS" means all liabilities and obligations of the Borrower and
its Subsidiaries now or hereafter arising under this Agreement and all of the
other Loan Documents, whether for principal, interest, fees, expenses,
indemnities or otherwise, and whether primary, secondary, direct, indirect,
contingent, fixed or otherwise (including obligations of performance).

         "OPERATING FINANCING LEASE" means a lease of the type described in
clause (x) of the definition of "INDEBTEDNESS".

         "OPERATING LEASE" of any Person, means any lease (including, without
limitation, leases which may be terminated by the lessee at any time) of any
property (whether real, personal or mixed) by such Person, as lessee, which is
not a Capitalized Lease.

         "ORGANIZATIONAL DOCUMENTS" means, with respect to any Person, such
Person's memorandum, articles or certificate of incorporation, bylaws,
partnership agreement, limited liability company agreement, joint venture
agreement or other similar governing documents and any document setting forth
the designation, amount and/or relative rights, limitations and preferences of
any class or series of such Person's Capital Stock.

         "OTHER HEDGING AGREEMENT" means any foreign exchange contract, currency
swap agreement, futures contract, commodity agreements, option contract,
synthetic cap or other similar agreement other than an Interest Rate Agreement
to which the Borrower or any Subsidiary is a party.

         "PARTICIPANTS" has the meaning assigned to that term in SECTION
12.8(b).

         "PAYMENT OFFICE" means (i) with respect to the Administrative Agent or
Swing Line Lender, for payments with respect to Dollar-denominated Loans, One
Bankers Trust Plaza, 130 Liberty Street, New York, New York, 10006, or such
other address as the Administrative Agent or Swing Line Lender, as the case may
be, may from time to time specify in accordance with SECTION 12.3 or (ii) with
respect to the Administrative Agent or Swing Line Lender, for payments in Euro,
such account at such bank or office in London (or such other location) as the






                                      -29-
<PAGE>   40

Administrative Agent or Swing Line Lender, as the case may be, shall designate
by notice to the Person required to make the relevant payment.

         "PBGC" means the Pension Benefit Guaranty Corporation created by
Section 4002(a) of ERISA.

         "PERFECTION CERTIFICATE" has the meaning assigned to that term in
SECTION 5.1(b)(v).

         "PERMITTED ACQUISITION" has the meaning assigned to that term in
SECTION 8.7(k).

         "PERMITTED FOREIGN TECHNOLOGY LICENSES" has the meaning assigned to
that term in SECTION 8.3(g).

         "PERMITTED LIENS" has the meaning assigned to that term in SECTION 8.1.

         "PERMITTED REAL PROPERTY ENCUMBRANCES" means (i) those liens,
encumbrances and other matters affecting title to any Mortgaged Property listed
in the applicable title policy in respect thereof (or any update thereto) and
found, on the date of delivery of such title policy to the Administrative Agent
in accordance with the terms hereof, reasonably acceptable by the Administrative
Agent, (ii) as to any particular real property at any time, such easements,
encroachments, covenants, restrictions, rights of way, minor defects,
irregularities or encumbrances on title which do not, in the reasonable opinion
of the Administrative Agent, materially impair such real property for the
purpose for which it is held by the mortgagor or owner, as the case may be,
thereof, or the Lien held by the Administrative Agent, (iii) municipal and
zoning laws, regulations, codes and ordinances, which are not violated in any
material respect by the existing improvements and the present use made by the
mortgagor or owner, as the case may be, of such real property, (iv) general real
estate taxes and assessments not yet delinquent, and (v) such other items as the
Administrative Agent may consent to.

         "PERSON" means an individual or a corporation, partnership, limited
liability company, trust, incorporated or unincorporated association, joint
venture, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

         "PIK NOTE" means a promissory note subordinated to all other financial
obligations of NextPharma and bearing interest at seven percent (7%) per annum
(which interest may be payable by delivery of notes of like tenor in principal
amount equal to the interest then due) with a maturity one year beyond the
maturity of the most subordinated debt outstanding of NextPharma at the time of
issuance of such note and which constitutes a "Payable Note" as defined in the
Shareholder Agreement.

         "PLAN" means any plan described in Section 4021(a) of ERISA and not
excluded pursuant to Section 4021(b) thereof, which is or has, within the
preceding six years, been established or maintained, or to which contributions
are or have, within the preceding six years, been made, by the Borrower or any
of its ERISA Affiliates or any Subsidiary of the Borrower or any ERISA
Affiliates of such Subsidiary, but not including any Multiemployer Plan.





                                      -30-
<PAGE>   41

         "PLAN ADMINISTRATOR" has the meaning assigned to the term
"administrator" in Section 3(16)(A) of ERISA.

         "PLAN SPONSOR" has the meaning assigned to the term "plan sponsor" in
Section 3(16)(B) of ERISA.

         "PLEDGE AGREEMENTS" means, collectively, the Borrower Pledge Agreement
and the Subsidiary Pledge Agreement.

         "PLEDGED SECURITIES" means, collectively, the "Securities" as defined
in the Pledge Agreements or any other pledged securities under any Security
Document.

         "PREMISES" has the meaning assigned to such term in clause (i) of the
definition "ENVIRONMENTAL CLAIM".

         "PRO FORMA BALANCE SHEET" has the meaning assigned to that term in
SECTION 6.5(a)(ii).

         "PROJECTIONS" has the meaning assigned to that term in SECTION 6.5(e).

         "PRO RATA SHARE" means, when used with reference to any Lender and any
described aggregate or total amount, an amount equal to the result obtained by
multiplying such described aggregate or total amount by a fraction the numerator
of which shall be such Lender's maximum Commitment and the denominator of which
shall be the Total Commitment or, if no Commitments are then outstanding, such
Lender's aggregate outstanding principal amount of Loans to the total
outstanding principal balance of all Loans hereunder.

         "PURCHASE AGREEMENT" means that certain Contribution and Purchase
Agreement dated as of March 15, 2000 by and among GenCorp, Pietro Stefanutti, a
natural person resident of Monaco, NextPharma and US Holdco in the form
delivered to the Administrative Agent.

         "QUALIFYING TAX PAYMENTS" means those distributions made by AFC to
members of AFC pursuant to Section 8.4 of the LLC Agreement.

         "QUARTERLY PAYMENT DATE" means each March 28, June 28, September 28 and
December 28 of each year.

         "REAL PROPERTY" means all of the right, title and interest of any
Person in and to land, improvements and fixtures, including any such interest as
lessee or licensee in, to and under leases or licenses.

         "RECOVERY EVENT" means the receipt by the Borrower or any of its
Subsidiaries of any insurance or condemnation proceeds payable (i) by reason of
any theft, physical destruction or damage or any other similar event with
respect to any properties or assets of the Borrower or any of its Subsidiaries,
(ii) by reason of any condemnation, taking, seizing or similar event with






                                      -31-
<PAGE>   42

respect to any properties or assets of the Borrower or any of its Subsidiaries
and (iii) under any policy of insurance required to be maintained under SECTION
7.8.

         "REFUNDED SWING LINE LOANS" has the meaning assigned to that term in
SECTION 2.1(d)(ii).

         "REGULATION D" means Regulation D of the Board as from time to time in
effect and any successor to all or a portion thereof establishing reserve
requirements.

         "RELATED FUND" means, with respect to any investment fund or trust that
invests in commercial loans, any other investment fund or trust that invests in
commercial loans and that is managed or advised by the same investment advisor
as such Lender or by an Affiliate of such investment advisor.

         "RELEASE" means any spilling, leaking, pumping, pouring, emitting,
emptying, dumping, injection, deposit, disposal, discharge, dispersal, escape,
leaching or migration (including the abandonment or discarding of barrels,
containers, and other closed receptacles containing any Hazardous Materials)
into the indoor or outdoor environment or into or out of any Premises, or at any
other location, including any location to which the Borrower or any Subsidiary
has transported or disposed or arranged for the transportation or disposal of
any Hazardous Materials, including the movement of Hazardous Materials through
or in the air, soil, surface water, groundwater or property of the Borrower or
its Subsidiaries or at any other location.

         "REMEDIAL ACTION" means any action required to (i) study, investigate,
sample, monitor, clean up, remove, treat or in any other way address Hazardous
Materials in the indoor or outdoor environment; or (ii) prevent, minimize or
otherwise address the Release or threat of a Release of Hazardous Materials.

         "REPLACED LENDER" has the meaning assigned to that term in SECTION 3.7.

         "REPLACEMENT LENDER" has the meaning assigned to that term in SECTION
3.7.

         "REPORTABLE EVENT" means a "reportable event" described in Section
4043(c) of ERISA or in the regulations thereunder with respect to a Plan other
than a reportable event for which the 30 day notice requirement to the PBGC has
been waived, any event requiring disclosure under Section 4063(a) or 4062(e) of
ERISA, receipt of a notice of withdrawal liability with respect to a
Multiemployer Plan pursuant to Section 4202 of ERISA or receipt of a notice of
reorganization or insolvency with respect to a Multiemployer Plan pursuant to
Section 4242 or 4245 of ERISA.

         "REQUIRED LENDERS" means Non-Defaulting Lenders the sum of whose
outstanding Term Loans, Revolving Commitments (or, after the Total Revolving
Commitment has been terminated, outstanding Revolving Loans and Revolver Pro
Rata Share of the Assigned Dollar Value of outstanding Swing Line Loans and the
Assigned Dollar Value of LC Obligations)






                                      -32-
<PAGE>   43

constitute greater than 50% of the sum of (i) the total outstanding amount of
Term Loans of Non-Defaulting Lenders, and (ii) the Total Revolving Commitment
less the aggregate Revolving Commitments of Defaulting Lenders (or, after the
Total Revolving Commitment has been terminated, the total outstanding Revolving
Loans of Non-Defaulting Lenders and the aggregate Revolver Pro Rata Share of all
Non-Defaulting Lenders of the total Assigned Dollar Value of outstanding Swing
Line Loans and the Assigned Dollar Value of LC Obligations at such time);
PROVIDED, HOWEVER, that for so long as BT and/or Bank One, NA hold more than 40%
of the aggregate sum of the Total Revolving Commitment and the outstanding Term
Loans, the percentage of Lenders required to constitute Required Lenders shall
be 662/3% and not 50% as provided above.

         "REQUIRED LENDERS' CONSENT" means the receipt by the Administrative
Agent, following completion of the Consent Procedure for any proposed
transaction, of the written consent to the proposed transaction from the
Required Lenders or, to the extent otherwise required by SECTION 12.1 of this
Agreement, from all Lenders, in each case including and subject to any
qualification or conditions that may be included in or referred to by the
approving Lenders.

         "REQUIREMENT OF LAW" means, as to any Person, any law (including common
law), treaty, rule or regulation or judgment, decree, determination or award of
an arbitrator or a court or other Governmental Authority, including without
limitation, any Environmental Law, in each case applicable to or binding upon
such Person or any of its property or to which such Person or any of its
property is subject.

         "RESPONSIBLE FINANCIAL OFFICER" means, as to any Person, the chief
financial officer, principal accounting officer, a financial vice president,
controller, treasury manager, manager (in the case of a limited liability
company) having responsibility for financial matters, treasurer or assistant
treasurer of such Person.

         "RESPONSIBLE OFFICER" means (i) as to the Borrower, any of the officers
of the Borrower identified on the Notice of Appointment (or Revocation) of
Responsible Officers, substantially in the form of EXHIBIT 2.5-2, delivered to
the Administrative Agent on the Effective Date and as amended, modified and
supplemented thereafter and (ii) as to any other Person, any of the chairman or
the vice chairman of the board of directors, the president, any executive vice
president, the vice president-controller, any vice president, manager (in the
case of a limited liability company) or any Responsible Financial Officer of
such Person.

         "RESTRICTED PAYMENTS" has the meaning assigned to that term in SECTION
8.4.

         "RETURNS" has the meaning assigned to that term in SECTION 6.9.

         "REVOLVER PRO RATA SHARE" means, (i) when used with reference to any
Revolving Lender and any described aggregate or total amount, an amount equal to
the result obtained by multiplying such described aggregate or total amount by a
fraction the numerator of which shall be such Lender's Revolving Commitment and
the denominator of which shall be the Total





                                      -33-
<PAGE>   44

Revolving Commitment or (ii) if the Revolver Termination Date has occurred, the
Assigned Dollar Value of such Revolving Lender's then outstanding Revolving
Loans and its pro rata share of the Assigned Dollar Value of outstanding Swing
Line Loans and the Assigned Dollar Value of LC Obligations to the aggregate
Assigned Dollar Value of outstanding Revolving Loans, Assigned Dollar Value of
outstanding Swing Line Loans and Assigned Dollar Value of LC Obligations.

         "REVOLVER TERMINATION DATE" means December 28, 2005 or such earlier
date as the Revolving Commitments shall have been terminated or otherwise
reduced to $0 pursuant to this Agreement.

         "REVOLVING COMMITMENT" means, with respect to any Revolving Lender, the
obligation of such Revolving Lender to make Revolving Loans and to participate
in Letters of Credit and Swing Line Loans, as such commitment may be adjusted
from time to time pursuant to this Agreement, which commitment as of the date
hereof is the amount set forth opposite such lender's name on SCHEDULE 1.1(a)
hereto under the caption "Amount of Revolving Commitment" as the same may be
adjusted from time to time pursuant to the terms hereof and "REVOLVING
COMMITMENTS" means such commitments collectively, which commitments equal
$150,000,000 in the aggregate as of the date hereof. The Revolving Commitment of
each Revolving Lender includes as a subfacility thereunder such Lender's
Multicurrency Commitment.

         "REVOLVING FACILITY" means the credit facility under this Agreement
evidenced by the Revolving Commitments and the Revolving Loans.

         "REVOLVING LENDER" means any Lender which has a Revolving Commitment or
is owed a Revolving Loan (or a portion thereof).

         "REVOLVING LOAN" and "REVOLVING LOANS" have the meanings given in
SECTION 2.1(c).

         "REVOLVING NOTE" has the meaning assigned to that term in SECTION
2.2(a).

         "ROLLOVER AMOUNT" has the meaning assigned to that term in SECTION
9.1(b).

         "SALE AND LEASEBACK TRANSACTION" means any arrangement, directly or
indirectly, whereby a seller or transferor shall sell or otherwise transfer any
real or personal property and then or thereafter lease, or repurchase under an
extended purchase contract, conditional sales or other title retention
agreement, the same or similar property.

         "S&P" means Standard & Poor's Ratings Service, a division of The
McGraw-Hill Companies, Inc., or any successor to the rating agency business
thereof.

         "SCHEDULED REPAYMENTS" means a Scheduled Term A Repayment or a
Scheduled Term B Repayment.




                                      -34-
<PAGE>   45

         "SCHEDULED TERM A REPAYMENTS" means, with respect to the principal
payments on the Term A Loans for each date set forth below, the Dollar amount
set forth opposite thereto, as reduced from time to time pursuant to SECTIONS
4.3 AND 4.4:

                 ------------------------------------ ------------------------
                 A Term Loan Scheduled                Repayment
                 Repayment Date                       Amount
                 ------------------------------------ ------------------------
                 March 28, 2001                       $3,750,000
                 ------------------------------------ ------------------------
                 June 28, 2001                        $3,750,000
                 ------------------------------------ ------------------------
                 September 28, 2001                   $3,750,000
                 ------------------------------------ ------------------------
                 December 28, 2001                    $3,750,000
                 ------------------------------------ ------------------------


                 ------------------------------------ ------------------------
                 March 28, 2002                       $7,500,000
                 ------------------------------------ ------------------------
                 June 28, 2002                        $7,500,000
                 ------------------------------------ ------------------------
                 September 28, 2002                   $7,500,000
                 ------------------------------------ ------------------------
                 December 28, 2002                    $7,500,000
                 ------------------------------------ ------------------------


                 ------------------------------------ ------------------------
                 March  28, 2003                      $7,500,000
                 ------------------------------------ ------------------------
                 June 28, 2003                        $7,500,000
                 ------------------------------------ ------------------------
                 September 28, 2003                   $7,500,000
                 ------------------------------------ ------------------------
                 December 28, 2003                    $7,500,000
                 ------------------------------------ ------------------------


                 ------------------------------------ ------------------------
                 March 28, 2004                       $7,500,000
                 ------------------------------------ ------------------------
                 June 28, 2004                        $7,500,000
                 ------------------------------------ ------------------------
                 September 28, 2004                   $7,500,000
                 ------------------------------------ ------------------------
                 December 28, 2004                    $7,500,000
                 ------------------------------------ ------------------------


                 ------------------------------------ ------------------------
                 March 28, 2005                       $11,250,000
                 ------------------------------------ ------------------------
                 June 28, 2005                        $11,250,000
                 ------------------------------------ ------------------------
                 September 28, 2005                   $11,250,000
                 ------------------------------------ ------------------------
                 December 28, 2005                    $11,250,000
                 ------------------------------------ ------------------------

         "SCHEDULED TERM B REPAYMENTS" means, with respect to the principal
payments on the Term B Loans for each date set forth below, the Dollar amount
set forth opposite thereto, as reduced from time to time pursuant to SECTIONS
4.3 AND 4.4:

                 -------------------------------------- ------------------------
                 B Term Loan Scheduled                  Repayment
                 Repayment Date                         Amount

                 -------------------------------------- ------------------------
                 March 28, 2001                         $500,000
                 -------------------------------------- ------------------------
                 B Term Loan Scheduled                  Repayment
                 Repayment Date                         Amount
                 -------------------------------------- ------------------------

                                      -35-
<PAGE>   46

                 -------------------------------------- ------------------------
                 June 28, 2001                          $500,000
                 -------------------------------------- ------------------------
                 September 28, 2001                     $500,000
                 -------------------------------------- ------------------------
                 December 28, 2001                      $500,000
                 -------------------------------------- ------------------------


                 -------------------------------------- ------------------------
                 March 28, 2002                         $500,000
                 -------------------------------------- ------------------------
                 June 28, 2002                          $500,000
                 -------------------------------------- ------------------------
                 September 28, 2002                     $500,000
                 -------------------------------------- ------------------------
                 December 28, 2002                      $500,000
                 -------------------------------------- ------------------------


                 -------------------------------------- ------------------------
                 March 28, 2003                         $500,000
                 -------------------------------------- ------------------------
                 June 28, 2003                          $500,000
                 -------------------------------------- ------------------------
                 September 28, 2003                     $500,000
                 -------------------------------------- ------------------------
                 December 28, 2003                      $500,000
                 -------------------------------------- ------------------------


                 -------------------------------------- ------------------------
                 March 28, 2004                         $500,000
                 -------------------------------------- ------------------------
                 June 28, 2004                          $500,000
                 -------------------------------------- ------------------------
                 September 28, 2004                     $500,000
                 -------------------------------------- ------------------------
                 December 28, 2004                      $500,000
                 -------------------------------------- ------------------------


                 -------------------------------------- ------------------------
                 March 28, 2005                         $500,000
                 -------------------------------------- ------------------------
                 June 28, 2005                          $500,000
                 -------------------------------------- ------------------------
                 September 28, 2005                     $500,000
                 -------------------------------------- ------------------------
                 December 28, 2005                      $500,000
                 -------------------------------------- ------------------------


                 -------------------------------------- ------------------------
                 March 28, 2006                         $500,000
                 -------------------------------------- ------------------------
                 June 28, 2006                          $500,000
                 -------------------------------------- ------------------------
                 September 28, 2006                     $500,000
                 -------------------------------------- ------------------------
                 December 28, 2006                      $188,500,000
                 -------------------------------------- ------------------------


         "SEC" means the Securities and Exchange Commission or any successor
thereto.

         "SECURED CREDITORS" has the meaning provided in the respective Security
Documents to the extent defined therein and shall include any Person who is
granted a security interest pursuant to any Loan Document.

         "SECURITIES" means any stock, shares, voting trust certificates, bonds,
debentures, options, warrants, notes, or other evidences of indebtedness,
secured or unsecured, convertible, subordinated or otherwise, or in general any
instruments commonly known as "securities" or any certificates of interest,
shares or participations in temporary or interim certificates for the purchase
or acquisition of, or any right to subscribe to, purchase or acquire, any of the
foregoing.




                                      -36-
<PAGE>   47

         "SECURITIES ACT" means the Securities Act of 1933, as amended.

         "SECURITY AGREEMENTS" means, collectively, the Borrower Security
Agreement and the Subsidiary Security Agreement.

         "SECURITY DOCUMENTS" means, collectively the Security Agreements, the
Subsidiary Guaranty, the Pledge Agreements, the Mortgages, the Perfection
Certificates, and all other agreements, assignments, security agreements, pledge
agreements, instruments and documents executed in connection therewith and
herewith, including, without limitation, all Additional Security Documents, in
each case as the same may at any time be amended, supplemented, restated or
otherwise modified and in effect. For purposes of this Agreement, "Security
Documents" shall also include all guaranties, security agreements, mortgagees,
pledge agreements, collateral assignments, subordination agreements and other
collateral documents in the nature of any thereof entered into by any Credit
Party or any Subsidiary of any Credit Party after the date of this Agreement in
favor of the Administrative Agent or Collateral Agent for the benefit of the
Lenders in satisfaction of the requirements of this Agreement.

         "SERVICES AGREEMENT" means that certain Services Agreement dated as of
June 5, 2000 by and between AFC and Aerojet in the form delivered to the
Administrative Agent.

         "SHAREHOLDERS AGREEMENT" means that certain Amended and Restated
Share-holders Agreement dated as of June 5, 2000 by and among NextPharma,
GenCorp, Pietro Stefanutti, a natural person resident of Monaco, and certain
other parties thereto in the form delivered to the Administrative Agent.

         "SOLVENT" means, when used with respect to (i) any Person (other than
subject to clause (ii)), that (x) the fair saleable value of its assets is in
excess of the total amount of its liabilities (including for purposes of this
definition all liabilities, whether or not reflected on a balance sheet prepared
in accordance with GAAP, and whether direct or indirect, fixed or contingent,
disputed or undisputed), (y) it is able to pay its debts or obligations in the
ordinary course as they mature and (z) it has capital sufficient to carry on its
business and all business in which it is about to engage and (ii) for any Person
other than a Domestic Subsidiary, such Person has the ability to pay its debts
as and when they fall due and could not be deemed to be insolvent for the
purposes of the law of such Person's jurisdiction of formation. For purposes of
SECTION 6.5(b), "debt" means any liability on a claim, and "claim" means (A) any
right to payment, whether or not such a right is reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured, or unsecured (including all obligations,
if any, under any Plan or the equivalent for unfunded past service liability,
and any other unfunded medical and death benefits) or (B) any right to an
equitable remedy for breach of performance if such breach gives rise to a
payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured
or unsecured. In computing the amount of contingent or unliquidated liabilities
at any time, such liabilities will be computed at the amount which, in light of
all the facts and circumstances existing at such time, represents the amount
that can reasonably be expected to become an actual or matured liability.




                                      -37-
<PAGE>   48

         "SPECIFIED CURRENCY" means the currency in which a sum is denominated
in accordance with the applicable provisions of this Agreement.

         "SPOT RATE" means, for any currency at any date, the rate quoted by BT
as the spot rate for the purchase by BT of such currency with another currency
through its foreign exchange trading office or such other rate which the
Administrative Agent may select based on reasonable commercial practices;
PROVIDED that if at the time of any such determination, no such Spot Rate can
reasonably be quoted, the Administrative Agent may use any reasonable method as
it deems appropriate to determine such rate and such determination shall be
conclusive absent manifest error. The Administrative Agent shall provide the
Borrower with the then current Spot Rate from time to time upon the Borrower's
request therefor.

         "STANDBY LETTERS OF CREDIT" means any of the irrevocable standby
letters of credit issued for the account of the Borrower pursuant to this
Agreement, in form acceptable to the Facing Bank, together with any increases or
decreases in the Stated Amount thereof and any renewals, amendments and/or
extensions thereof.

         "STATED AMOUNT" or "STATED AMOUNTS" means, (i) with respect to any
Letter of Credit issued in Dollars, the stated or face amount of such Letter of
Credit to the extent available at the time for drawing (subject to presentment
of all requisite documents), and (ii) with respect to any Letter of Credit
issued in Euro, the Assigned Dollar Value of the stated or face amount of such
Letter of Credit to the extent available at the time for drawing (subject to
presentment of all requisite documents), in either case, as the same may be
increased or decreased from time to time in accordance with the terms of such
Letter of Credit. For purposes of calculating the Stated Amount of any Letter of
Credit at any time:

              (A) any increase in the Stated Amount of any Letter of Credit by
reason of any amendment to any Letter of Credit shall be deemed effective under
this Agreement as of the date Facing Agent actually issues an amendment
purporting to increase the Stated Amount of such Letter of Credit, whether or
not Facing Agent receives the consent of the Letter of Credit beneficiary or
beneficiaries to the amendment, except that if the Borrower has required that
the increase in Stated Amount be given effect as of an earlier date and Facing
Agent issues an amendment to that effect, then such increase in Stated Amount
shall be deemed effective under this Agreement as of such earlier date requested
by the Borrower; and

              (B) any reduction in the Stated Amount of any Letter of Credit by
reason of any amendment to any Letter of Credit shall be deemed effective under
this Agreement as of the later of (x) the date Facing Agent actually issues an
amendment purporting to reduce the Stated Amount of such Letter of Credit,
whether or not the amendment provides that the reduction be given effect as of
an earlier date, or (y) the date Facing Agent receives the written consent
(including by authenticated telex, cable, SWIFT messages or facsimile
transmission (with, in the case of a facsimile transmission, a follow-up
original hard copy)) of the Letter of Credit beneficiary or beneficiaries to
such reduction, whether written consent must be dated on or after the date of
the amendment issued by Facing Agent purporting to effect such reduction.




                                      -38-
<PAGE>   49

         "SUBORDINATION AGREEMENT" means that certain Subordination Agreement,
in form and substance satisfactory to the Administrative Agent, among US Holdco,
the Administrative Agent and the Lenders entered into with respect to certain
amounts which may be owed by the Borrower to US Holdco in connection with the
exercise of the Holdco Put in accordance with Section 6 of the Investors Rights
Agreement, as the same may be amended, supplemented or otherwise modified from
time to time.

         "SUBSIDIARY" means, with respect to any Person (the "PARENT") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing more
than 50% of the ordinary voting power or, in the case of a partnership, more
than 50% of the general partnership interests are, as of such date, owned,
controlled or held, or (b) that is, as of such date, otherwise controlled, by
the parent or one or more Subsidiaries of the parent or by the parent and one or
more Subsidiaries of the parent.

         "SUBSIDIARY GUARANTOR" means each Material Domestic Subsidiary of the
Borrower, any Domestic Subsidiary of the Borrower which is a party to the
Subsidiary Guaranty and any Subsidiary of the Borrower that becomes a party to
the Subsidiary Guaranty or delivers a guaranty pursuant to SECTION 7.12 or 7.14;
PROVIDED, HOWEVER, that upon the transfer, sale or other disposition of some or
all of GenCorp's membership interest in AFC pursuant to any transactions
relating to the JV Documents with respect to which the Required Lenders' Consent
has been received, as a result of which GenCorp's membership interest in AFC is
reduced below 50% of the outstanding membership interests in AFC, AFC shall be
released as a Subsidiary Guarantor.

         "SUBSIDIARY GUARANTY" means a guaranty executed by the Subsidiary
Guarantors, in form and substance satisfactory to the Administrative Agent, as
the same may be amended, supplemented or otherwise modified from time to time.

         "SUBSIDIARY PLEDGE AGREEMENT" has the meaning assigned to that term in
SECTION 5.1(c).

         "SUBSIDIARY SECURITY AGREEMENT" has the meaning assigned to that term
in SECTION 5.1(b).

         "SWING LINE COMMITMENT" means, with respect to the Swing Line Lender at
any date, the obligation of the Swing Line Lender to make Swing Line Loans
pursuant to SECTION 2.1(d) in the amount referred to therein.

         "SWING LINE LENDER" means BT in such capacity.

         "SWING LINE LOAN PARTICIPATION CERTIFICATE" means a certificate,
substantially in the form of EXHIBIT 2.1(d).




                                      -39-
<PAGE>   50

         "SWING LINE LOANS" has the meaning assigned to that term in SECTION
2.1(d).

         "SWING LINE NOTE" has the meaning assigned to that term in SECTION
2.2(a).

         "SYNDICATED DATE" means the earlier of (i) the 90th day following the
Initial Borrowing Date and (ii) the date upon which the Administrative Agent
determines (and notifies the Borrower) that the primary syndication (and the
resultant addition of Persons as Lenders pursuant to SECTION 12.8) has been
completed.

         "TAXES" has the meaning assigned to that term in SECTION 4.7(a).

         "TERM A COMMITMENT" means, with respect to any Term A Lender, the
principal amount set forth opposite such Lender's name on SCHEDULE 1.1(a) hereto
or in any Assignment and Assumption Agreement under the caption "Amount of Term
A Commitment", as such commitment may be adjusted from time to time pursuant to
this Agreement, and "TERM A COMMITMENTS" means such commitments collectively,
which commitments equal $150,000,000 the aggregate as of the date hereof.

         "TERM A FACILITY" means the credit facility under this Agreement
evidenced by the Term A Commitments and the Term A Loans.

         "TERM A LENDER" means any Lender which has a Term A Commitment or is
owed a Term A Loan (or a portion thereof).

         "TERM A LENDERS" means, collectively, all of the Term A Lenders.

         "TERM A LOAN" and "TERM A LOANS" have the meanings assigned to those
terms in SECTION 2.1(a).

         "TERM A LOAN MATURITY DATE" means December 28, 2005.

         "TERM A NOTE" and "TERM A NOTES" have the meanings assigned to those
terms in SECTION 2.2(a).

         "TERM A PERCENTAGE" means, at any time, a fraction (expressed as a
percentage) the numerator of which is equal to the aggregate principal amount of
all Term A Loans outstanding at such time and the denominator of which is equal
to the aggregate principal amount of all Term Loans outstanding at such time.

         "TERM A PRO RATA SHARE" means, when used with reference to any Term A
Lender and any described aggregate or total amount, an amount equal to the
result obtained by multiplying such described aggregate or total amount by a
fraction the numerator of which shall be such Term A Lender's then outstanding
Term A Loan and the denominator of which shall be all then outstanding Term A
Loans.




                                      -40-
<PAGE>   51

         "TERM B COMMITMENT" means, with respect to any Lender, the principal
amount set forth opposite such Lender's name on SCHEDULE 1.1(a) hereto or in any
Assignment and Assumption Agreement under the caption "Amount of Term B
Commitment", as such commitment may be adjusted from time to time pursuant to
this Agreement, and "TERM B COMMITMENTS" means such commitments collectively,
which commitments equal $200,000,000 in the aggregate as of the date hereof.

         "TERM B FACILITY" means the credit facility under this Agreement
evidenced by the Term B Commitments and the Term B Loans.

         "TERM B LENDER" means any Lender which has a Term B Commitment or is
owed a Term B Loan (or a portion thereof).

         "TERM B LENDERS" means, collectively, all of the Term B Lenders.

         "TERM B LOAN" and "TERM B LOANS" have the meanings assigned to those
terms in SECTION 2.1(b).

         "TERM B LOAN MATURITY DATE" means December 28, 2006.

         "TERM B NOTE" and "TERM B NOTES" have the meanings assigned to those
terms in SECTION 2.2(a).

         "TERM B PERCENTAGE" means, at any time, a fraction (expressed as a
percentage) the numerator of which is equal to the aggregate principal amount of
all Term B Loans outstanding at such time and the denominator of which is equal
to the aggregate principal amount of all Term Loans outstanding at such time.

         "TERM B PRO RATA SHARE" means, when used with reference to any Term B
Lender and any described aggregate or total amount, an amount equal to the
result obtained by multiplying such described aggregate or total amount by a
fraction the numerator of which shall be such Term B Lender's then outstanding
Term B Loan and the denominator of which shall be all then outstanding Term B
Loans.

         "TERM C FACILITY" has the meaning assigned to such term in SECTION
2.8(a).

         "TERM LOANS" means the Term A Loans and the Term B Loans collectively.

         "TEST PERIOD" means, at any time the four consecutive Fiscal Quarters
of the Borrower then last ended, in each case taken as one accounting period.

         "TOTAL AVAILABLE REVOLVING COMMITMENT" means, at the time of any
determination thereof is made, the sum of the respective Available Revolving
Commitments of the Lenders at such time.




                                      -41-
<PAGE>   52


                  "TOTAL COMMITMENT" means, at the time any determination
thereof is made, the sum of the Term A Commitments, Term B Commitments and the
Revolving Commitments at such time.

                  "TOTAL CONSOLIDATED INDEBTEDNESS" means the total of all
Indebtedness of the Borrower and its Subsidiaries.

                  "TOTAL REVOLVING COMMITMENT" means, at any time, the sum of
the Revolving Commitments of each of the Lenders at such time.

                  "TRANSACTION" means and includes (i) each of the Credit Events
occurring on the Initial Borrowing Date, (ii) the consummation of the Draftex
Acquisition, (iii) such other transactions as are contemplated by and in
accordance with the Transaction Documents and (iv) the payment of fees and
expenses in connection with the foregoing.

                  "TRANSACTION DOCUMENTS" means, collectively, the Loan
Documents, the Draftex Acquisition Documents, the Existing Credit Agreement
Termination Documents and any other agreement, document, instrument and
certificate executed and/or delivered on or after the date hereof pursuant to
the terms of, or in connection with, any of the foregoing.

                  "TRANSFEREE" has the meaning assigned to that term in SECTION
12.8(d).

                  "TYPE" means any type of Loan, namely, a Base Rate Loan or a
Eurocurrency Loan.

                  "UCC" means the Uniform Commercial Code as in effect from time
to time in the relevant jurisdiction.

                  "UNMATURED EVENT OF DEFAULT" means an event, act or occurrence
which with the giving of notice or the lapse of time (or both) would become an
Event of Default.

                  "UNPAID DRAWING" means the aggregate amount of drawings under
all Letters of Credit which have not been reimbursed pursuant to SECTION
2.10(c).

                  "US HOLDCO" means NextPharma Technologies USA Inc., formerly
known as Pharmatech USA, Inc., a Delaware corporation and a wholly owned
subsidiary of NextPharma.

                  "VOTING SECURITIES" means any class of Capital Stock of a
Person pursuant to which the holders thereof have, at the time of determination,
the general voting power under ordinary circumstances to vote for the election
of directors, managers, trustees or general partners of such Person
(irrespective of whether or not at the time any other class or classes will have
or might have voting power by reason of the happening of any contingency).

                  "WAIVABLE PREPAYMENT" has the meaning assigned to that term in
SECTION 4.5(c).


                                      -42-
<PAGE>   53

                  "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the then
outstanding principal amount of such Indebtedness into (ii) the total of the
product obtained by multiplying (x) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof by (y) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment.

                  "WHOLLY-OWNED SUBSIDIARY" means, with respect to any Person,
any Subsidiary of such Person, all of the outstanding shares of capital stock of
which (other than qualifying shares required to be owned by directors, or
similar de minimis issuances of capital stock to comply with Requirements of
Law) are at the time owned directly or indirectly by such Person and/or one or
more Wholly-Owned Subsidiaries of such Person.

                  "WRITTEN" OR "IN WRITING" means any form of written
communication or a communication by means of telecopier device or authenticated
telex, telegraph or cable.

                  The foregoing definitions shall be equally applicable to both
the singular and plural forms of the defined terms. The words "herein," "hereof"
and words of similar import as used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision in this Agreement.
References to "Articles", "Sections", "paragraphs", "Exhibits" and "Schedules"
in this Agreement shall refer to Articles, Sections, paragraphs, Exhibits and
Schedules of this Agreement unless otherwise expressly provided; references to
Persons include their respective permitted successors and assigns or, in the
case of governmental Persons, Persons succeeding to the relevant functions of
such persons; and all references to statutes and related regulations shall
include any amendments of same and any successor statutes and regulations.

Section 1.2.     ACCOUNTING TERMS; FINANCIAL STATEMENTS.

All accounting terms used herein but not expressly defined in this Agreement
shall have respective meanings given to them in accordance with GAAP in effect
on the date hereof in the United States of America. Except as otherwise
expressly provided herein (including without limitation, any modification to the
terms hereof pursuant to SECTION 8.12), all computations and determinations for
purposes of determining compliance with the financial requirements of this
Agreement shall be made in accordance with GAAP in effect in the United States
of America on the date hereof and on a basis consistent with the presentation of
the financial statements and projections delivered pursuant to, or otherwise
referred to in, SECTIONS 6.5(a) and 6.5(e). Notwithstanding the foregoing
sentence, the financial statements required to be delivered pursuant to SECTION
7.1 shall be prepared in accordance with GAAP in the United States of America as
in effect on the respective dates of their preparation. Unless otherwise
provided for herein (including, without limitation, the definition of
Wholly-Owned Subsidiary), wherever any computation is to be made with respect to
any Person and its Subsidiaries, such computation shall be made so as to exclude
all items of income, assets and liabilities attributable to any Person which is
not a Subsidiary of such Person.


                                      -43-
<PAGE>   54

                                   ARTICLE II

                           AMOUNT AND TERMS OF CREDIT

Section 2.1.      THE COMMITMENTS.

                  (a) TERM A LOANS. Each Term A Lender, severally and for itself
alone, hereby agrees, on the terms and subject to the conditions hereinafter set
forth and in reliance upon the representations and warranties set forth herein
and in the other Loan Documents, to make a loan (each such loan, a "TERM A LOAN"
and collectively, the "TERM A LOANS") to the Borrower on the Initial Borrowing
Date in an aggregate principal amount equal to the Term A Dollar Commitment of
such Term A Lender. The Term A Loans (1) shall be incurred by the Borrower
pursuant to a single drawing, which shall be on the Initial Borrowing Date, (2)
shall be denominated in Dollars, (3) shall be made as Base Rate Loans and,
except as hereinafter provided, may, at the option of the Borrower, be
maintained as and/or converted into Base Rate Loans or Eurocurrency Loans,
PROVIDED, that all Term A Loans made by the Term A Lenders pursuant to the same
Borrowing shall, unless otherwise specifically provided herein, consist entirely
of Term A Loans of the same Type and (4) shall not exceed for any Lender at the
time of incurrence thereof on the Initial Borrowing Date the Term A Commitment,
if any, of such Lender at such time. Each Term A Lender's Term A Commitment
shall expire immediately and without further action on the Initial Borrowing
Date if the Term A Loans are not made on the Initial Borrowing Date. No amount
of a Term A Loan which is repaid or prepaid by the Borrower may be reborrowed
hereunder.

                  (b) TERM B LOANS. Each Term B Lender, severally and for itself
alone, hereby agrees, on the terms and subject to the conditions hereinafter set
forth and in reliance upon the representations and warranties set forth herein
and in the other Loan Documents, to make a loan (each such loan, a "TERM B LOAN"
and collectively, the "TERM B LOANS") to the Borrower on the Initial Borrowing
Date in an aggregate principal amount equal to the Term B Commitment of such
Term B Lender. The Term B Loans (i) shall be incurred by the Borrower pursuant
to a single drawing, which shall be on the Initial Borrowing Date, (ii) shall be
denominated in Dollars, (iii) shall be made as Base Rate Loans and, except as
hereinafter provided, may, at the option of the Borrower, be maintained as
and/or converted into Base Rate Loans or Eurocurrency Loans, PROVIDED, that all
Term B Loans made by the Term B Lenders pursuant to the same Borrowing shall,
unless otherwise specifically provided herein, consist entirely of Term B Loans
of the same Type and (iv) shall not exceed for any Lender at the time of
incurrence thereof on the Initial Borrowing Date the Term B Commitment, if any,
of such Lender at such time. Each Term B Lender's Term B Commitment shall expire
immediately and without further action on the Initial Borrowing Date if the Term
B Loans are not made on the Initial Borrowing Date. No amount of a Term B Loan
which is repaid or prepaid by the Borrower may be reborrowed hereunder.

                  (c) REVOLVING LOANS. Each Revolving Lender, severally and for
itself alone, hereby agrees, on the terms and subject to the conditions
hereinafter set forth and in reliance upon the representations and warranties
set forth herein and in the other Loan Documents, to


                                      -44-
<PAGE>   55

make loans to the Borrower denominated in Dollars and in Euro (subject to the
limitations set forth in this Agreement), on a revolving basis from time to time
during the Commitment Period, so long as after giving effect thereto (and the
use of the proceeds thereof) (A) the Assigned Dollar Value of such Revolving
Lender's Outstanding Revolving Loans would not exceed its Revolver Pro Rata
Share of the Total Available Revolving Commitment or (B) the Assigned Dollar
Value of its Revolver Pro Rata Share of the Multicurrency Outstandings would not
exceed its Multicurrency Commitment (each such loan by any Lender, a "REVOLVING
LOAN" and collectively, the "REVOLVING LOANS"). All Revolving Loans comprising
the same Borrowing hereunder shall be made by the Revolving Lenders
simultaneously and in proportion to their respective Revolving Commitments.
Prior to the Revolver Termination Date, Revolving Loans may be repaid and
reborrowed by the Borrower in accordance with the provisions hereof and, except
as otherwise specifically provided in SECTION 3.6, all Revolving Loans
comprising the same Borrowing shall at all times be of the same Type.

                  (d) SWING LINE LOANS.

                      (i) SWING LINE COMMITMENT. Subject to the terms and
conditions hereof, the Swing Line Lender in its individual capacity agrees to
make swing line loans in Dollars ("SWING LINE LOANS") to the Borrower on any
Business Day from time to time during the Commitment Period in an aggregate
principal amount at any one time outstanding not to exceed $15,000,000;
PROVIDED, HOWEVER, that in no event may the amount of any Borrowing of Swing
Line Loans (A) exceed the Total Available Revolving Commitment immediately prior
to such Borrowing (after giving effect to the use of proceeds thereof) or (B)
cause the Assigned Dollar Value of the Outstanding Revolving Loans of any
Lender, when added to such Lender's Revolver Pro Rata Share of then outstanding
Swing Line Loans and Revolver Pro Rata Share of the aggregate Assigned Dollar
Value of the LC Obligations (exclusive of Unpaid Drawings relating to LC
Obligations which are repaid with the proceeds of, and simultaneously with the
incurrence of, Revolving Loans or Swing Line Loans) to exceed such Lender's
Revolving Commitment. Amounts borrowed by the Borrower under this SECTION
2.1(d)(i) may be repaid and, to but excluding the fifth (5) Business Day prior
to the Revolver Termination Date, reborrowed. Swing Line Loans shall be
maintained as Base Rate Loans and, notwithstanding SECTION 2.6, shall not be
entitled to be converted into any other Type of Loan.

                      (ii) REFUNDING OF SWING LINE LOANS. The Swing Line Lender,
at any time in its sole and absolute discretion, may on behalf of the Borrower
(which hereby irrevocably directs the Swing Line Lender to so act on its behalf)
notify each Revolving Lender (including the Swing Line Lender) to make a
Revolving Loan in an amount equal to such Lender's Revolver Pro Rata Share of
the principal amount of the Swing Line Loans (the "REFUNDED SWING LINE LOANS")
outstanding on the date such notice is given, PROVIDED, HOWEVER, that such
notice shall be deemed to have automatically been given upon the occurrence of
an Event of Default under SECTIONS 10.1(e) or 10.1(f) or upon the occurrence of
a Change of Control. Unless any of the events described in SECTIONS 10.1(e) or
10.1(f) shall have occurred (in which event the procedures of SECTION
2.1(d)(iii) shall apply) and regardless of whether the conditions precedent set
forth in this Agreement to the making of a Revolving Loan are then satisfied,
each Lender shall make the proceeds of its Revolving Loan available to the Swing
Line Lender at the Payment


                                      -45-
<PAGE>   56

Office prior to 11:00 a.m., New York City time, in funds immediately available
on the Business Day next succeeding the date such notice is given. The proceeds
of such Revolving Loans shall be immediately applied to repay the Refunded Swing
Line Loans.

                      (iii) PARTICIPATION IN SWING LINE LOANS. If, prior to
refunding a Swing Line Loan with a Revolving Loan pursuant to SECTION
2.1(d)(ii), one of the events described in SECTIONS 10.1(e) or 10.1(f) shall
have occurred, or if for any other reason a Revolving Loan cannot be made
pursuant to SECTION 2.1(d)(ii), then, subject to the provisions of SECTION
2.1(d)(iv) below, each Lender will, on the date such Revolving Loan was to have
been made, purchase (without recourse or warranty) from the Swing Line Lender an
undivided participation interest in the Swing Line Loan in an amount equal to
its Revolver Pro Rata Share of such Swing Line Loan. Upon request, each Lender
will immediately transfer to the Swing Line Lender, in immediately available
funds, the amount of its participation and upon receipt thereof the Swing Line
Lender will deliver to such Lender a Swing Line Loan Participation Certificate
dated the date of receipt of such funds and in such amount.

                      (iv) LENDERS' OBLIGATIONS UNCONDITIONAL. Each Lender's
obligation to make Revolving Loans in accordance with SECTION 2.1(d)(ii) and to
purchase participating interests in accordance with SECTION 2.1(d)(iii) above
shall be absolute and unconditional and shall not be affected by any
circumstance, including, without limitation, (A) any set-off, counterclaim,
recoupment, defense or other right which such Lender may have against the Swing
Line Lender, the Borrower or any other Person for any reason whatsoever; (B) the
occurrence or continuance of any Event of Default or Unmatured Event of Default;
(C) any adverse change in the condition (financial or otherwise) of the Borrower
or any other Person; (D) any breach of this Agreement by the Borrower or any
other Person; (E) any inability of the Borrower to satisfy the conditions
precedent to borrowing set forth in this Agreement on the date upon which such
participating interest is to be purchased or (F) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.
If any Lender does not make available to the Swing Line Lender the amount
required pursuant to SECTION 2.1(d)(ii) or (iii) above, as the case may be, the
Swing Line Lender shall be entitled to recover such amount on demand from such
Lender, together with interest thereon for each day from the date of non-payment
until such amount is paid in full at the Federal Funds Rate for the first two
(2) Business Days and at the Base Rate thereafter. Notwithstanding the foregoing
provisions of this SECTION 2.1(d)(iv), no Lender shall be required to make a
Revolving Loan to the Borrower for the purpose of refunding a Swing Line Loan
pursuant to SECTION 2.1(d)(ii) above or to purchase a participating interest in
a Swing Line Loan pursuant to SECTION 2.1(d)(iii) if an Event of Default or
Unmatured Event of Default has occurred and is continuing and, prior to the
making by the Swing Line Lender of such Swing Line Loan, the Swing Line Lender
has received written notice from such Lender specifying that such Event of
Default or Unmatured Event of Default has occurred and is continuing, describing
the nature thereof and stating that, as a result thereof, such Lender shall
cease to make such Refunded Swing Line Loans and purchase such participating
interests, as the case may be; PROVIDED, HOWEVER, that the obligation of such
Lender to make such Refunded Swing Line Loans and to purchase such participating
interests shall be reinstated upon the earlier to occur of (y) the date upon
which such Lender notifies the Swing Line Lender that its


                                      -46-
<PAGE>   57

prior notice has been withdrawn and (z) the date upon which the Event of Default
or Unmatured Event of Default specified in such notice no longer is continuing.

Section 2.2.      NOTES.

                  (a) EVIDENCE OF INDEBTEDNESS. The Borrower's obligation to
pay the principal of and interest on all the Loans made to it by each Lender
shall, if requested by a Lender, be evidenced, (1) if Term A Loans, by a
promissory note (each, a "TERM A NOTE" and, collectively, the "TERM A NOTES")
duly executed and delivered by the Borrower substantially in the form of EXHIBIT
2.2(a)(1) hereto, with blanks appropriately completed in conformity herewith,
(2) if Term B Loans, by a promissory note (each, a "TERM B NOTE" and,
collectively, the "TERM B NOTES") duly executed and delivered by the Borrower
substantially in the form of EXHIBIT 2.2(A)(2) hereto, with blanks appropriately
completed in conformity herewith, (3) if Revolving Loans, by a promissory note
(each, a "REVOLVING NOTE" and, collectively, the "REVOLVING NOTES") duly
executed and delivered by the Borrower substantially in the form of EXHIBIT
2.2(a)(3) hereto, with blanks appropriately completed in conformity herewith and
(4) if Swing Line Loans, by a promissory note (each, a "SWING LINE NOTE" and,
collectively, the "SWING LINE NOTES") duly executed and delivered by the
Borrower substantially in the form of EXHIBIT 2.2(a)(4) hereto, with blanks
appropriately completed in conformity herewith.

                  (b) NOTATION OF PAYMENTS. Each Lender will note on its
internal records the amount of each Loan made by it, and each payment in respect
thereof and will, prior to any transfer of any of its Notes, endorse on the
reverse side thereof the outstanding principal amount (and, with respect to
Revolving Notes, the applicable currency) of Loans evidenced thereby. Failure to
make any such notation, or any error in any such notation, shall not affect the
Borrower's or any guarantor's obligations hereunder or under the other
applicable Loan Documents in respect of such Loans.

Section 2.3.      MINIMUM AMOUNT OF EACH BORROWING; MAXIMUM NUMBER OF
                  BORROWINGS.

The aggregate principal amount of each Borrowing (other than with respect to
Swing Line Loans) by the Borrower hereunder shall be not less than the Minimum
Borrowing Amount and, if greater, shall be in integral multiples of (i) in the
case of a Borrowing in Dollars, $1,000,000, or (ii) in the case of a Borrowing
in Euro, 1,000,000 Euro, above such minimum (or, if less, the then Total
Available Revolving Commitment). The aggregate principal amount of each Swing
Line Borrowing shall be not less than the Minimum Borrowing Amount and, if
greater, shall be in integral multiples of $100,000. More than one Borrowing may
be incurred on any date; PROVIDED that at no time shall there be outstanding
more than eight Borrowings of Eurocurrency Loans for any Facility.

Section 2.4.      BORROWING OPTIONS.

The Term Loans and the Revolving Loans shall, at the option of the Borrower
except as otherwise provided in this Agreement, be (i) Base Rate Loans, (ii)
Eurocurrency Loans, or (iii) part Base Rate Loans and part Eurocurrency Loans;
PROVIDED, that Multicurrency Loans may only


                                      -47-
<PAGE>   58

be made as Eurocurrency Loans. As to any Eurocurrency Loan, any Lender may, if
it so elects, fulfill its commitment by causing a foreign branch or affiliate to
make or continue such Loan, provided that in such event that Lender's Loan
shall, for the purposes of this Agreement, be considered to have been made by
that Lender and the obligation of the Borrower to repay that Lender's Loan shall
nevertheless be to that Lender and shall be deemed held by that Lender, for the
account of such branch or affiliate.

Section 2.5.      NOTICE OF BORROWING.

Whenever the Borrower desires to make a Borrowing of any Loan hereunder, it
shall give the Administrative Agent at its office located at One Bankers Trust
Plaza, 130 Liberty Street, New York, New York 10006 (or such other address as
the Administrative Agent may hereafter designate in writing to the parties
hereto) (the "NOTICE ADDRESS") at least one Business Day's prior written notice
(or telephonic notice promptly confirmed in writing), given not later than 1:00
p.m. (New York City time) of each Base Rate Loan, and at least three (3)
Business Days' prior written notice (or telephonic notice promptly confirmed in
writing), given not later than 1:00 p.m. (New York City time), of each Dollar
denominated Eurocurrency Loan to be made hereunder and at least four (4)
Business Days prior written notice (or telephone notice promptly confirmed in
writing) given not later than 1:00 p.m. (New York time), of each Loan
denominated in Euro; PROVIDED, HOWEVER, that a Notice of Borrowing with respect
to Borrowings to be made on the date hereof may, at the discretion of the
Administrative Agent, be delivered later than the time specified above. Whenever
the Borrower desires that Swing Line Lender make a Swing Line Loan under SECTION
2.1(d), it shall deliver to Swing Line Lender prior to 1:00 p.m. (New York City
time) on the date of Borrowing written notice (or telephonic notice promptly
confirmed in writing). Each such notice (each a "NOTICE OF BORROWING"), which
shall be in the form of EXHIBIT 2.5-1 hereto, shall be irrevocable, shall be
deemed a representation by the Borrower that all conditions precedent to such
Borrowing have been satisfied and shall specify (i) the aggregate principal
amount of the Loans to be made pursuant to such Borrowing, (ii) the date of
Borrowing (which shall be a Business Day), (iii) whether the Loans being made
pursuant to such Borrowing are to be Base Rate Loans or Eurocurrency Loans and,
with respect to Eurocurrency Loans, (x) the Interest Period to be applicable
thereto and (y) the currency in which such Loan is to be made. The
Administrative Agent shall as promptly as practicable give each Lender written
or telephonic notice (promptly confirmed in writing) of each proposed Borrowing,
of such Lender's Revolver Pro Rata Share thereof and of the other matters
covered by the Notice of Borrowing. Without in any way limiting the Borrower's
obligation to confirm in writing any telephonic notice, the Administrative Agent
or the Swing Line Lender (in the case of Swing Line Loans) or the respective
Facing Agent (in the case of Letters of Credit) may act without liability upon
the basis of telephonic notice believed by the Administrative Agent in good
faith to be from a Responsible Officer of the Borrower prior to receipt of
written confirmation. The Administrative Agent's records shall, absent manifest
error, be final, conclusive and binding on the Borrower with respect to evidence
of the terms of such telephonic Notice of Borrowing.

Section 2.6.      CONVERSION OR CONTINUATION.

                                      -48-
<PAGE>   59

With respect to Dollar denominated Loans, the Borrower may elect (i) on any
Business Day at any time after the seventh Business Day following the Initial
Borrowing Date to convert Base Rate Loans or any portion thereof to Eurocurrency
Loans and (ii) at the end of any Interest Period with respect thereto, to
convert Eurocurrency Loans or any portion thereof into Base Rate Loans or to
continue such Eurocurrency Loans or any portion thereof for an additional
Interest Period; PROVIDED, HOWEVER, that the aggregate principal amount of the
Eurocurrency Loans for each Interest Period therefor must be in an aggregate
principal amount equal to the Minimum Borrowing Amount for Eurocurrency Loans or
an integral multiple of (i) in the case of a Borrowing in Dollars, $1,000,000,
or (ii) in the case of a Borrowing in Euro, 1,000,000 Euro, in each case in
excess thereof. With respect to Euro denominated Loans, the Borrower may elect
to continue such Eurocurrency Loans or any portion thereof for an additional
Interest Period. Each conversion or continuation of Term A Loans shall be
allocated among the Term A Loans of the Term A Lenders in accordance with their
respective Term A Pro Rata Shares. Each conversion or continuation of Term B
Loans shall be allocated among the Term B Loans of the Term B Lenders in
accordance with their respective Term B Pro Rata Shares. Each conversion or
continuation of Revolving Loans shall be allocated among the Revolving Loans of
the Lenders in accordance with their respective Revolver Pro Rata Shares. Each
such election shall be in substantially the form of EXHIBIT 2.6 hereto (a
"NOTICE OF CONVERSION OR CONTINUATION") and shall be made by giving the
Administrative Agent at least three (3) Business Days' (or one Business Day in
the case of a conversion into Base Rate Loans or four (4) Business Days' in the
case of continuation of a Multicurrency Revolving Loan) prior written notice
thereof to the Notice Address given not later than 1:00 p.m. (New York City
time) specifying (i) the amount and type of conversion or continuation, (ii) in
the case of a conversion to or a continuation of Eurocurrency Loans, the
Interest Period therefor, and (iii) in the case of a conversion, the date of
conversion (which date shall be a Business Day and, if a conversion from
Eurocurrency Loans, shall also be the last day of the Interest Period therefor).
Notwithstanding the foregoing, no conversion in whole or in part of Base Rate
Loans to Eurocurrency Loans, and no continuation in whole or in part of Dollar
denominated Eurocurrency Loans upon the expiration of any Interest Period
therefor, shall be permitted at any time at which an Unmatured Event of Default
or an Event of Default shall have occurred and be continuing. The Borrower shall
not be entitled to specify an Interest Period in excess of 30 days for any
Multicurrency Revolving Loan if an Unmatured Event of Default or an Event of
Default has occurred and is continuing. If, within the time period required
under the terms of this SECTION 2.6, the Administrative Agent does not receive a
Notice of Conversion or Continuation from the Borrower containing a permitted
election to continue any Eurocurrency Loans for an additional Interest Period or
to convert any such Loans, then, upon the expiration of the Interest Period
therefor, such Loans will be automatically converted to Base Rate Loans or, in
the case of Multicurrency Revolving Loans, Eurocurrency Loans with an Interest
Period of one month. Each Notice of Conversion or Continuation shall be
irrevocable.

Section 2.7.      DISBURSEMENT OF FUNDS.

No later than 1:00 p.m. (local time at the place of funding) on the date
specified in each Notice of Borrowing, each Lender will make available its Term
A Pro Rata Share of Term A Loans, Term B Pro Rata Share of Term B Loans, and
Revolver Pro Rata Share of Revolving Loans, as the case may be, of the Borrowing
requested to be made on such date in Dollars or Euro, as the case may

                                      -49-
<PAGE>   60
be, and in immediately available funds, at the Payment Office (for the account
of such non-U.S. office of the Administrative Agent as the Administrative Agent
may direct in the case of Eurocurrency Loans) and the Administrative Agent will
make available to the Borrower at its Payment Office the aggregate of the
amounts so made available by the Lenders not later than 2:00 p.m. (local time in
the place of payment). Unless the Administrative Agent shall have been notified
by any Lender at least one Business Day prior to the date of Borrowing that such
Lender does not intend to make available to the Administrative Agent such
Lender's portion of the Borrowing to be made on such date, the Administrative
Agent may assume that such Lender has made such amount available to the
Administrative Agent on such date of Borrowing and the Administrative Agent may,
but shall not be required to, in reliance upon such assumption, make available
to the Borrower a corresponding amount. If such corresponding amount is not in
fact made available to the Administrative Agent by such Lender on the date of
Borrowing, the Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender. If such Lender does not pay
such corresponding amount forthwith upon the Administrative Agent's demand
therefor, the Administrative Agent shall promptly notify the Borrower and, if so
notified, the Borrower shall immediately pay such corresponding amount to the
Administrative Agent. The Administrative Agent shall also be entitled to recover
from the Borrower interest on such corresponding amount in respect of each day
from the date such corresponding amount was made available by the Administrative
Agent to the Borrower to the date such corresponding amount is recovered by the
Administrative Agent, at a rate per annum equal to the rate for Base Rate Loans
or Eurocurrency Loans, as the case may be, applicable during the period in
question, PROVIDED, HOWEVER, that any interest paid to the Administrative Agent
in respect of such corresponding amount shall be credited against interest
payable by the Borrower to such Lender under SECTION 3.1 in respect of such
corresponding amount. Any amount due hereunder to the Administrative Agent from
any Lender which is not paid when due shall bear interest payable by such
Lender, from the date due until the date paid, at the Federal Funds Rate for
amounts in Dollars (and at the Administrative Agent's cost of funds for amounts
in Euro) for the first three days after the date such amount is due and
thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%,
together with the Administrative Agent's standard interbank processing fee.
Further, such Lender shall be deemed to have assigned any and all payments made
of principal and interest on its Loans, amounts due with respect to its Letters
of Credit (or its participations therein) and any other amounts due to it
hereunder first to the Administrative Agent to fund any outstanding Loans made
available on behalf of such Lender by the Administrative Agent pursuant to this
SECTION 2.7 until such Loans have been funded (as a result of such assignment or
otherwise) and then to fund Loans of all Lenders other than such Lender until
each Lender has outstanding Loans equal to its Term A Pro Rata Share of all Term
A Loans, its Term B Pro Rata Share of all Term B Loans, and its Revolver Pro
Rata Share of all Revolving Loans (as a result of such assignment or otherwise).
Such Lender shall not have recourse against the Borrower with respect to any
amounts paid to the Administrative Agent or any Lender with respect to the
preceding sentence; PROVIDED, that such Lender shall have full recourse against
the Borrower to the extent of the amount of such loans it has so been deemed to
have made. Nothing herein shall be deemed to relieve any Lender from its
obligation to fulfill its Commitment hereunder or to prejudice any rights which
the Borrower may have against the Lender as a result of any default by such
Lender hereunder.


                                      -50-
<PAGE>   61

Section 2.8.      ADDITIONAL LOAN COMMITMENTS.

                  (a) At any time after the Borrower has repaid in full all
principal and interest on Term B Loans and no amounts remain outstanding to any
Term B Lender with respect to the Term B Loans, so long as no Event of Default
or Unmatured Event of Default has occurred and is continuing, the Borrower may,
upon 30 days' prior written notice to the Administrative Agent, request on one
or more occasions that (i) the Revolving Commitment or the Term A Commitment or
both be increased (PROVIDED such increase shall be in a minimum aggregate amount
for all Lenders (including Eligible Assignees who will become Lenders) of at
least $5,000,000), or (ii) that the Lenders participate in a new credit facility
hereunder (the "TERM C FACILITY"); PROVIDED that no Lender shall be under any
obligation to increase such Commitment or participate in such Term C Facility.
The aggregate amount of (y) any increase in the Revolving Commitment or Term A
Commitment or both (the "COMMITMENT INCREASE AMOUNT"), and (z) the amount of the
Term C Facility, shall not exceed $100,000,000. Such notice shall (A) specify
the requested Commitment Increase Amount or the requested amount of the Term C
Facility, as the case may be; (B) specify the applicable Facility or Facilities
to which such Commitment Increase Amount is to apply, and if more than one
Facility, the Commitment Increase Amount in respect of each such Facility; (C)
specify the effective date of such Commitment increase or Term C Facility, which
date shall not be less than 60 nor more than 90 days following the date of such
written notice; and (D) include financial projections satisfactory to the
Administrative Agent (a copy of which shall be provided to the Lenders) which
evidence that, after giving effect to the Commitment Increase Amount or the Term
C Facility, as the case may be, including, without limitation, the amortization
terms thereof, on a pro forma basis through the Term A Loan Maturity Date, the
Borrower shall be in compliance with the convenants set forth in Article IX of
this Agreement. The terms and conditions of the Term C Facility shall be as
follows: (1) the amount of the Term C Facility shall be the amount in respect of
which the Lenders and any other financial institution which becomes a Term C
Lender pursuant to SECTION 2.8(d) have agreed to participate in accordance with
this SECTION 2.8(a); (2) the Borrower shall use the proceeds of any loans under
the Term C Facility solely for the purpose or purposes agreed to by the Lenders
who agree to participate in the Term C Facility and the other financial
institutes which become Term C Lenders pursuant to SECTION 2.8(d); (3) the Term
C Facility shall be made in Dollars, shall not revolve and any amount repaid or
prepaid under the Term C Facility cannot be reborrowed and shall reduce the Term
C Commitment by the amount repaid or prepaid, as the case may be; (4) the Loans
outstanding under the Term C Facility shall have a weighted average life to
maturity not less than the weighted average life to maturity of the Term A
Facility and shall mature no earlier than the Term A Loan Maturity Date in
respect of the Term A Facility; and (5) such other terms and conditions agreed
to by the Borrower and the Lenders who have agreed to participate in accordance
with this SECTION 2.8 and the other financial institutions who have become Term
C Lenders pursuant to SECTION 2.8(d), which terms and conditions (other than
provisions relating to interest and fees) shall not, taken as a whole, in any
event, be more onerous or more extensive than the terms and conditions set out
in this Agreement. Upon receipt of such request the Administrative Agent shall,
as soon as reasonably practicable, notify the applicable Lenders of such
request.

                  (b) Each applicable Lender shall advise the Administrative
Agent in writing as to whether it consents to such requested increase or
participation, as the case may be, within 30 days of receipt by the
Administrative Agent from the Borrower of the notice requesting such increase or
participation, as the case may be. If any Lender does not provide such notice
within such time, such Lender shall be deemed to have refused the applicable
request. Not more than two (2) Business Days following (i) the last day for
receipt by the Administrative Agent of such


                                      -51-
<PAGE>   62

notices or (ii) if all such relevant Lenders shall have provided such notice,
the day on which the last of such notices shall have been received by the
Administrative Agent, the Administrative Agent shall advise the Borrower and
each such Lender, with respect to each such Lender, whether such Lender has
consented to the requested Commitment Increase Amount or request to participate
in the Term C Facility, as the case may be, or has refused, or is deemed to have
refused, such requested Commitment Increase Amount or request to participate in
the Term C Facility, as the case may be, and of the aggregate amount by which
those Lenders consenting to such Commitment Increase Amount have agreed to
increase their respective Commitments or participate in the Term C Facility.

                  (c) Subject to SECTION 2.8(e), in the event that the Borrower
has requested an increase of the Revolving Commitment or Term A Commitment
pursuant to SECTION 2.8(a) and (i) such Commitment Increase Amount has been
agreed to by all of the then existing Lenders, then the applicable Commitment in
respect of each such Lender shall be increased by an amount equal to the amount
consented to by such consenting Lender; or (ii) such increase has been consented
to by some, but not all, of the applicable Lenders, then (y) with respect to the
consenting Lenders, the relevant Commitment of each such Lender shall be
increased by an amount equal to the amount consented to by such consenting
Lender; and (z) with respect to the non-consenting Lenders, the relevant
Commitment shall not be increased.

                  (d) If consenting Lenders have not offered to advance all of
the Commitment Increase Amount or to participate in the Term C Facility, as the
case may be, then the Borrower (in coordination with the Administrative Agent)
may arrange for one or more other financial institutions which qualify as
Eligible Assignees hereunder and which are consented to by the Administrative
Agent and, with respect to an increase in the Revolving Commitment, the Facing
Agent (it being understood and agreed that such consent shall not be
unreasonably withheld or delayed) to offer to advance the balance of such
Commitment Increase Amount or the balance of the requested amount of the Term C
Facility, as the case may be (subject to the Lenders and such other financial
institution or institutions, as the case may be, executing and delivering any
documentation required by the Administrative Agent to evidence the agreement of
such other financial institution or institutions to advance all or a part of the
balance of such Commitment Increase Amount or the balance of the requested
amount of the Term C Facility, as the case may be); PROVIDED, that any
additional Commitment provided by any such Eligible Assignee which is not
already a Lender shall be in a minimum amount (for such Eligible Assignee) of at
least $2,500,000. In the case of a Commitment Increase Amount, the Borrower
shall, in coordination with the Administrative Agent, (x) repay all outstanding
Revolving Loans of the Revolving Lenders in each case so that the Revolving
Lenders participate in each Borrowing of Revolving Loans pro rata on the basis
of their respective Revolving Loan Commitments (after giving effect to any
increase in the Total Revolving Loan Commitment pursuant to this SECTION 2.8)
and with the Borrower being obligated to pay the respective Revolving Lenders
the costs of the type referred to in SECTION 3.5 in connection with any such
repayment and/or Borrowing and (y) on such date with respect to an increase in
the Revolving Commitment, all outstanding Letters of Credit and LC Obligations,
shall be automatically adjusted to the participations by the Lenders in such
Letters of Credit and LC Obligations to reflect the new Revolving Percentages of
the Revolving Lenders.


                                      -52-
<PAGE>   63

                  (e) Any increase in the Revolving Commitment or Term A
Commitment hereunder, or the participation of any Lender in the Term C Facility,
is subject to the conditions precedent that the Borrower, the Lenders and such
other financial institution or institutions shall have executed and delivered
any documentation reasonably required by the Administrative Agent to evidence
such increase of the Revolving Facility or the Term A Commitment hereunder or to
establish the Term C Facility and that: (i) the representations and warranties
of the Borrower contained in ARTICLE VI shall be true and correct, and such
increase or participation, as the case may be, shall be deemed to constitute a
representation and warranty that on such date such representations and
warranties were true and correct; and (ii) no Event of Default or Unmatured
Event of Default has occurred and is then continuing. On the date that any of
the events described in this SECTION 2.8 become effective, SCHEDULE 1.1(a) shall
be deemed modified to reflect the revised Revolving Commitment or revised Term A
Commitment or the additional Term C Commitment, as the case may be.

Section 2.9.      PRO RATA BORROWINGS.

All Borrowings of Term A Loans, Term B Loans, and Revolving Loans under this
Agreement shall be loaned by the Lenders pro rata on the basis of their Term A
Commitments, Term B Commitments, and Revolving Commitments, as the case may be.
No Lender shall be responsible for any default by any other Lender in its
obligation to make Loans hereunder and each Lender shall be obligated to make
the Loans provided to be made by it hereunder, regardless of the failure of any
other Lender to fulfill its Commitments hereunder.

Section 2.10.     AMOUNT AND TERMS OF LETTERS OF CREDIT.

                  (a) LETTERS OF CREDIT; TERMS OF LETTERS OF CREDIT.

                      (i) Subject to and upon the terms and conditions herein
set forth, at any time and from time to time on or after the Initial Borrowing
Date and to but not including a date which is thirty (30) days prior to the
Revolver Termination Date, each Facing Agent agrees, severally not jointly, to
issue each in its own name, but for the ratable account of all Revolving Lenders
(including the applicable Facing Agent), one or more Letters of Credit, each
having a Stated Amount denominated in Dollars or Euro, for the account of the
Borrower; PROVIDED, HOWEVER, that a Facing Agent shall not issue or extend the
expiration of any Letter of Credit if, immediately after giving effect to such
issuance or extension, (A) the aggregate LC Obligations at such time would
exceed the Dollar Equivalent of Fifty Million Dollars ($50,000,000), or (B) the
sum of the Assigned Dollar Value of Revolving Loans, the Assigned Dollar Value
of Swing Line Loans and the Assigned Dollar Value of LC Obligations would exceed
the Total Revolving Commitment or (C) the Multicurrency Outstandings would
exceed the Multicurrency Commitment. Each Revolving Lender, severally, but not
jointly, agrees to participate in each such Letter of Credit issued by the
applicable Facing Agent in an amount equal to its Revolver Pro Rata Share, and
to make available to the applicable Facing Agent such Lender's Revolver Pro Rata
Share of any payment made to the beneficiary of such Letter of Credit to the
extent not reimbursed by the Borrower; PROVIDED, HOWEVER, that no Revolving
Lender shall be required to participate in any Letter of Credit to the extent
that such participation therein would exceed such


                                      -53-
<PAGE>   64

Revolving Lender's Available Revolving Commitment then in effect. No Revolving
Lender's obligation to participate in any Letter of Credit or to make available
to the applicable Facing Agent such Revolving Lender's Revolver Pro Rata Share
of any Letter of Credit Payment made by the applicable Facing Agent shall be
affected by any other Revolving Lender's failure to participate in the same or
any other Revolving Letter of Credit or by any other Lender's failure to make
available to the applicable Facing Agent such other Revolving Lender's Revolver
Pro Rata Share of any Letter of Credit Payment. Notwithstanding the foregoing,
in the event a Lender Default exists, the Facing Agent shall not be required to
issue any Letter of Credit unless the Facing Agent has entered into arrangements
satisfactory to it and the Borrower to eliminate such Facing Agent's risk with
respect to the participation in Letters of Credit of the Defaulting Lender or
Lenders, including by cash collateralizing such Defaulting Lender's Revolver Pro
Rata Share of the LC Obligations.

                      (ii) Each Letter of Credit issued or to be issued
hereunder shall be issued on a sight basis, and shall have an expiration date of
one (1) year or less from the issuance date thereof; PROVIDED, HOWEVER, that
each Standby Letter of Credit may provide by its terms that it will be
automatically extended for additional successive periods of up to one (1) year
as to each successive period unless the applicable Facing Agent shall have given
notice to the applicable beneficiary (with a copy to the Borrower) of the
election by the applicable Facing Agent (such election to be in the sole and
absolute discretion of the applicable Facing Agent) not to extend such Letter of
Credit, such notice to be given prior to the then current expiration date of
such Letter of Credit; PROVIDED, FURTHER, that no Standby Letter of Credit or
extension thereof shall be stated to expire later than the day five (5) Business
Days prior to the Revolver Termination Date and no Commercial Letter of Credit
or extension thereof shall be stated to expire later than the day thirty (30)
days prior to the Revolver Termination Date.

                  (b) PROCEDURE FOR ISSUANCE OF LETTERS OF CREDIT. Whenever the
Borrower desires the issuance of a Letter of Credit hereunder, it shall give the
Administrative Agent and the applicable Facing Agent at least four (4) Business
Days' prior written notice (or such shorter period as may be agreed to by the
Borrower, the Administrative Agent and the applicable Facing Agent) specifying
the day of issuance thereof (which day shall be a Business Day), such notice to
be given prior to 1:00 p.m. (New York City time) on the date specified for the
giving of such notice. Each such notice (each, a "LETTER OF CREDIT REQUEST")
shall be in the form of EXHIBIT 2.10(b) hereto and shall specify (A) the
proposed issuance date and expiration date, (B) the name(s) of each obligor with
respect to such Letter of Credit, (C) the Borrower as the account party, (D) the
name and address of the beneficiary, (E) the Stated Amount of such proposed
Letter of Credit, (F) the currency in which such proposed Letter of Credit is to
be issued and (G) such other information as Facing Agent may reasonably request.
In addition, each Letter of Credit Request shall contain a description of the
terms and conditions to be included in such proposed Letter of Credit (all of
which terms and conditions shall be acceptable in form to the applicable Facing
Agent). Promptly after the issuance, amendment, extension or modification of a
Standby Letter of Credit, the Facing Agent shall notify the Borrower and the
Administrative Agent, in writing of such activity and such notice shall be
accompanied by a copy of such issuance, amendment, extension or modification.
Upon receipt of such notice, the Administrative Agent shall notify the Revolving
Lenders of such issuance, amendment, extension or modification and,


                                      -54-
<PAGE>   65

if any Revolving Lender so requests, the Administrative Agent shall provide such
Revolving Lender with copies of such issuance, amendment, modification or
extension. With regard to Commercial Letters of Credit, the Facing Agent shall,
on the first Business Day of each week, provide the Administrative Agent, by
facsimile, with a report of the daily aggregate outstandings for the previous
week. Unless otherwise specified, all Letters of Credit will be governed by the
"Uniform Customs and Practice for Documentary Credits" as in effect on the date
of issuance of such Letter of Credit. On the Business Day specified by the
Borrower and upon confirmation from the Administrative Agent that the applicable
conditions set forth in ARTICLE V have been fulfilled or waived, the applicable
Facing Agent will issue the requested Letter of Credit to the applicable
beneficiary. All Letters of Credit issued pursuant to the Existing Credit
Agreement and identified on SCHEDULE 2.10(b) shall, at all times on or after the
Effective Date, be deemed to be "Letters of Credit" for all purposes of this
Agreement and the other Loan Documents.

                  (c) DRAWS UPON LETTERS OF CREDIT; REIMBURSEMENT OBLIGATION. In
the event of any drawing under any Letter of Credit by the beneficiary thereof,
the applicable Facing Agent shall give telephonic notice to the Borrower and the
Administrative Agent (x) confirming such drawing and (y) of the date on or
before which such Facing Agent intends to honor such drawing, and the Borrower
shall reimburse the applicable Facing Agent on the day on which such drawing is
honored in an amount in same day funds equal to the amount of such drawing;
PROVIDED, HOWEVER, that, anything contained in this Agreement to the contrary
notwithstanding, (i) unless the Borrower shall have notified the Administrative
Agent and the applicable Facing Agent prior to 10:00 a.m. (New York City time)
on the Business Day the applicable Facing Agent intends to honor such drawing
that the Borrower intends to reimburse the applicable Facing Agent for the
amount of such drawing with funds other than the proceeds of Revolving Loans,
the Borrower shall be deemed to have timely given a Notice of Borrowing to the
Administrative Agent requesting each Revolving Lender to make (A) as to Domestic
Letters of Credit, Revolving Loans which are Base Rate Loans, and (B) as to
Multicurrency Letters of Credit, Revolving Loans which are Eurocurrency Loans
denominated in Euro with an Interest Period of 30 days, on the date on which
such drawing is honored in an amount equal to the Dollar Equivalent of the
amount of such drawing and the Administrative Agent shall, if such Notice of
Borrowing is deemed given, promptly notify the Lenders thereof and (ii) unless
any of the events described in SECTION 10.1(e) or 10.1(f) shall have occurred or
in the event that such unreimbursed drawing is in an amount that is less than
the Minimum Borrowing Amount for a Revolving Loan (in which events the
procedures of SECTION 2.10(d) shall apply), each such Lender shall, on the date
such drawing is honored, make (A) as to Domestic Letters of Credit, Revolving
Loans which are Base Rate Loans, and (B) as to Multicurrency Letters of Credit,
Revolving Loans which are Eurocurrency Loans denominated in Euro with an
Interest Period of 30 days, in each case, in the amount of its Revolver Pro Rata
Share of the Dollar Equivalent of such drawing, the proceeds of which shall be
applied directly by the Administrative Agent to reimburse the applicable Facing
Agent for the amount of such drawing; and PROVIDED, FURTHER, that, if for any
reason, proceeds of Revolving Loans are not received by the applicable Facing
Agent on such date in an amount equal to the amount of the Dollar Equivalent of
such drawing, the Borrower shall reimburse the applicable Facing Agent, on the
Business Day immediately following the date such drawing is honored, in an
amount in same day funds equal to the excess of the amount of the Dollar
Equivalent of such drawing over the Dollar Equivalent of the amount of such
Revolving Loans,


                                      -55-
<PAGE>   66

if any, which are so received, plus accrued interest on such amount at the rate
set forth in SECTION 3.1(a).

                  (d) LENDERS' PARTICIPATION IN LETTERS OF CREDIT. In the event
that the Borrower shall fail to reimburse the applicable Facing Agent as
provided in SECTION 2.10(c) in an amount equal to the amount of any drawing
honored by the applicable Facing Agent under a Letter of Credit issued by it in
accordance with the terms hereof, the applicable Facing Agent shall promptly
notify the Administrative Agent and the Administrative Agent shall promptly
notify each Revolving Lender of the unreimbursed amount of such drawing and of
such Lender's respective participation therein. Each such Revolving Lender shall
purchase (x) a participation interest in such Domestic LC Obligation and shall
make available to the applicable Facing Agent in Dollars, an amount equal to its
Revolver Pro Rata Share of such drawing in same day funds, at the office of the
applicable Facing Agent specified in such notice, and (y) a participation
interest in such Multicurrency LC Obligation and shall make available to the
applicable Facing Agent, in Euro, an amount equal to its Revolver Pro Rata Share
of such drawing in same day funds, at the office of the applicable Facing Agent
specified in such notice, in each case not later than 1:00 p.m. (New York City
time) on the Business Day after the date such Lender is notified by the
Administrative Agent. In the event that any such Lender fails to make available
to the applicable Facing Agent the amount of such Lender's participation in such
Letter of Credit as provided in this SECTION 2.10(d), the applicable Facing
Agent shall be entitled to recover such amount on demand from such Lender
together with interest (x) at the Federal Funds Rate for two (2) Business Days
and thereafter at the Base Rate for such payment obligations denominated in
Dollars and (y) at the rate customary in Euro for settlement of similar
interbank obligations, as quoted by the Facing Agent for two (2) Business Days
and thereafter at the rate per annum applicable to Eurocurrency Loans having an
Interest Period of seven days for such payment obligations denominated in Euro.
Nothing in this SECTION 2.10(d) shall be deemed to prejudice the right of any
Lender to recover from the applicable Facing Agent any amounts made available by
such Lender to the applicable Facing Agent pursuant to this SECTION 2.10(d) in
the event that it is determined by a court of competent jurisdiction that the
payment with respect to a Letter of Credit by the applicable Facing Agent in
respect of which payment was made by such Lender constituted gross negligence or
willful misconduct on the part of the applicable Facing Agent. The applicable
Facing Agent shall distribute to each other Lender which has paid all amounts
payable by it under this SECTION 2.10(d) with respect to any Letter of Credit
issued by the applicable Facing Agent such other Revolving Lender's Revolver Pro
Rata Share of all payments received by the applicable Facing Agent from the
Borrower in reimbursement of drawings honored by the applicable Facing Agent
under such Letter of Credit when such payments are received. Each Lender's
obligation to make Revolving Loans pursuant to SECTION 2.10(c) or to purchase
participations pursuant to this SECTION 2.10(d) as a result of a drawing under a
Letter of Credit shall be absolute and unconditional and without recourse to the
applicable Facing Agent and shall not be affected by any circumstance, including
(i) any set-off, counterclaim, recoupment, defense or other right which such
Lender may have against the Facing Agent, the Borrower or any other Person for
any reason whatsoever; (ii) the occurrence or continuance of an Event of Default
or a Material Adverse Effect; or (iii) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing.


                                      -56-
<PAGE>   67

                  (e) FEES FOR LETTERS OF CREDIT.

                      (i) FACING AGENT FEES. The Borrower agrees to pay the
following amount to the applicable Facing Agent with respect to the Letters of
Credit issued by it for the account of the Borrower:

                          (A) with respect to drawings made under any Letter of
Credit, interest, payable on demand, on the amount paid by Facing Agent in
respect of each such drawing from the date a drawing is honored up to (but not
including) the date such amount is reimbursed by the Borrower (including any
such reimbursement out of the proceeds of Revolving Loans or pursuant to SECTION
2.10(c)) at a rate which is at all times equal to 2% per annum in excess of the
Base Rate;

                          (B) with respect to the issuance or amendment of each
Letter of Credit and each payment made thereunder, documentary and processing
charges in accordance with the applicable Facing Agent's standard schedule for
such charges in effect at the time of such issuance, amendment, transfer or
payment, as the case may be; and

                          (C) a facing fee payable to the applicable Facing
Agent for the applicable Letters of Credit equal to 0.25% per annum of
outstanding LC Obligations payable with respect to the maximum Stated Amount
under such outstanding Letters of Credit payable in arrears on each Quarterly
Payment Date, on the Revolver Termination Date and thereafter, on demand
together with customary issuance and payment charges payable pursuant to clause
(B) above; PROVIDED, HOWEVER, if that calculation of the facing fee in the
manner set forth above would result in a facing fee of less than $500 per year
per Letter of Credit, the Borrower shall be obligated to pay such additional
amount to such Facing Agent so as to provide for a minimum facing fee of $500
per year per Letter of Credit. The facing fee shall be computed from the first
day of issuance of each Letter of Credit and on the basis of the actual number
of days elapsed over a year of 360 days.

                      (ii) PARTICIPATING LENDER FEES. The Borrower agrees to pay
to the Administrative Agent for distribution to each participating Revolving
Lender in respect of all Letters of Credit outstanding such Revolving Lender's
Revolver Pro Rata Share of a commission equal to the then Applicable
Eurocurrency Margin for Revolving Loans per annum with respect to the maximum
Stated Amount under such outstanding Letters of Credit (the "LC COMMISSION"),
payable in arrears on each Quarterly Payment Date, on the Revolver Termination
Date and thereafter, on demand. The LC Commission shall be computed from the
first day of issuance of each Letter of Credit and on the basis of the actual
number of days elapsed over a year of 360 days.

                  Promptly upon receipt by a Facing Agent or the Administrative
Agent of any amount described in clause (i)(A) or (ii) of this SECTION 2.10(e),
the applicable Facing Agent or the Administrative Agent shall distribute to each
Revolving Lender its Revolver Pro Rata Share of such amount as long as, in the
case of amounts described in clause (i)(A), such Lender has reimbursed the
applicable Facing Agent in accordance with SECTION 2.10(c). Amounts payable



                                      -57-
<PAGE>   68

under clause (i)(B) and (C) of this SECTION 2.10(e) shall be paid directly to
the applicable Facing Agent. Amounts payable under clause (i) or (ii) of this
SECTION 2.10(e) shall be paid in Dollars in the Dollar Equivalent of the amount
of such fee calculated in the currency in which such Letter of Credit is
denominated.

                  (f) LC OBLIGATIONS UNCONDITIONAL. The obligation of the
Borrower to reimburse a Facing Agent (or any Lender that has purchased a
participation from or made a Loan to enable the Borrower to reimburse the
applicable Facing Agent) for drawings made under any Letter of Credit issued by
it and the obligations of each Lender under SECTION 2.10(d) with respect thereto
shall be unconditional and irrevocable and shall be paid strictly in accordance
with the terms of this Agreement under all circumstances, including, without
limitation, any of the following circumstances:

                      (i) any lack of validity or enforceability of such Letter
of Credit;

                      (ii) the existence of any claim, setoff, defense or other
right which the Borrower or any of its Affiliates may have at any time against a
beneficiary or any transferee of such Letter of Credit (or any persons or
entities for which any such beneficiary or transferee may be acting), the
applicable Facing Agent, any Lender or any other Person, whether in connection
with this Agreement, the transactions contemplated herein or any unrelated
transaction (including any underlying transaction between the Borrower or one of
its Subsidiaries and the beneficiary of such Letter of Credit);

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

                      (iv) payment by the applicable Facing Agent under such
Letter of Credit against presentation of a demand, draft or certificate or other
document which does not comply with the terms of such Letter of Credit;

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

                      (vi) the fact that an Event of Default or an Unmatured
Event of Default shall have occurred and be continuing.

Notwithstanding the foregoing, neither the Borrower nor the Lenders (other than
the applicable Facing Agent in its capacity as such) shall be liable for any
obligation resulting from the gross negligence or willful misconduct of the
applicable Facing Agent, as determined by a court of competent jurisdiction,
with respect to any Letter of Credit.

                  (g) INDEMNIFICATION. In addition to amounts payable as
elsewhere provided in this Agreement, the Borrower hereby agrees to protect,
indemnify, pay and save the applicable Facing Agent and the Lenders harmless
from and against any and all claims, demands, liabilities,


                                      -58-
<PAGE>   69

damages, losses, costs, charges and expenses (including Attorney Costs) (other
than for Taxes, which shall be covered by SECTION 4.7) which the applicable
Facing Agent and the Lenders may incur or be subject to as a consequence, direct
or indirect, of (i) the issuance of the Letters of Credit, other than as a
result of the gross negligence or willful misconduct of the applicable Facing
Agent, as determined by a court of competent jurisdiction, or (ii) the failure
of the applicable Facing Agent to honor a drawing under any Letter of Credit as
a result of any act or omissions, whether rightful or wrongful, of any present
or future de jure or de facto Governmental Authority (all such acts or omissions
herein called "GOVERNMENT ACTS") other than arising out of the gross negligence
or willful misconduct, as determined by a court of competent jurisdiction, of
the applicable Facing Agent. As between the Borrower on the one hand, and the
applicable Facing Agent and the Lenders, on the other hand, the Borrower assumes
all risks of the acts and omissions of, or misuse of the Letters of Credit
issued by the applicable Facing Agent by, the respective beneficiaries of such
Letters of Credit. In furtherance and not in limitation of the foregoing,
neither the applicable Facing Agent nor any of the Lenders shall be responsible:
(i) for the form, validity, sufficiency, accuracy, genuineness or legal effect
of any document submitted by any party in connection with the application for
and issuance of or any drawing under such Letters of Credit, even if it should
in fact prove to be in any or all respects invalid, insufficient, inaccurate,
fraudulent or forged; (ii) for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign any such Letter of
Credit or the rights or benefits thereunder or proceeds thereof, in whole or in
part, which may prove to be invalid or ineffective for any reason; (iii) for
failure of the beneficiary of any such Letter of Credit to comply fully with
conditions required in order to draw upon such Letter of Credit; (iv) for
errors, omissions, interruptions or delays in transmission or delivery of any
messages, by mail, cable, telegraph, telex, or otherwise, whether or not they be
in cipher; (v) for errors in interpretation of technical terms; (vi) for any
loss or delay in the transmission or otherwise of any document required in order
to make a drawing under any such Letter of Credit or of the proceeds thereof;
(vii) for the misapplication by the beneficiary of any such Letter of Credit of
the proceeds of any drawing under such Letter of Credit; and (viii) for any
consequences arising from causes beyond the control of the applicable Facing
Agent, including, without limitation, any Government Acts. None of the above
shall effect, impair, or prevent the vesting of any of the applicable Facing
Agent's or any Lender's rights or powers hereunder.

                  In furtherance and extension and not in limitation of the
specific provisions hereinabove set forth, any action taken or omitted by the
applicable Facing Agent under or in connection with the Letters of Credit issued
by it or the related certificates, if taken or omitted in good faith, shall not
put the applicable Facing Agent under any resulting liability to the Borrower.
Notwithstanding anything to the contrary contained in this Agreement, the
Borrower shall have no obligation to indemnify or hold harmless the applicable
Facing Agent in respect of any claims, demands, liabilities, damages, losses,
costs, charges or expenses (including Attorney Costs) incurred by the applicable
Facing Agent to the extent arising out of the gross negligence or willful
misconduct of the applicable Facing Agent, as determined by a court of competent
jurisdiction. The right of indemnification in the first paragraph of this
SECTION 2.10(g) shall not prejudice any rights that the Borrower may otherwise
have against the applicable Facing Agent with respect to a Letter of Credit
issued hereunder.


                                      -59-
<PAGE>   70

                  (h) STATED AMOUNT. The Stated Amount of each Letter of Credit
shall not be less than the Dollar Equivalent of One Hundred Thousand Dollars
($100,000) or such lesser amount as the applicable Facing Agent has agreed to.

                  (i) INCREASED COSTS. If at any time after the Effective Date,
any Facing Agent or any Lender determines that the introduction of or any change
in any applicable law, rule, regulation, order, guideline or request or in the
interpretation or administration thereof by any Governmental Authority charged
with the interpretation or administration thereof, or compliance by the
applicable Facing Agent or such Lender with any request or directive by any such
authority (whether or not having the force of law), shall either (i) impose,
modify or make applicable any reserve, deposit, capital adequacy or similar
requirement against letters of credit issued by the applicable Facing Agent or
participated in by any Lender, or (ii) impose on the applicable Facing Agent or
any Lender any other conditions relating, directly or indirectly, to the
provisions of this Agreement relating to Letters of Credit or any Letter of
Credit; and the result of any of the foregoing is to increase the cost to the
applicable Facing Agent or any Lender of issuing, maintaining or participating
in any Letter of Credit, or reduce the amount of any sum received or receivable
by the applicable Facing Agent or any Lender hereunder or reduce the rate of
return on its capital with respect to Letters of Credit, then, upon demand to
the Borrower by the applicable Facing Agent or any Lender (a copy of which
demand shall be sent by the applicable Facing Agent or such Lender to the
Administrative Agent), the Borrower shall pay to the applicable Facing Agent or
such Lender, as the case may be, such additional amount or amounts as will
compensate the applicable Facing Agent or such Lender for such increased cost or
reduction in the amount receivable or reduction on the rate of return on its
capital. In determining such additional amounts pursuant to the preceding
sentence, the applicable Facing Agent or such Lender will act reasonably and in
good faith and will, to the extent the increased costs or reductions in amounts
receivable or reductions in rates of return relate to Facing Agent's or such
Lender's letters of credit in general and are not specifically attributable to
the Letters of Credit hereunder, use averaging and attribution methods which are
reasonable and which cover all letters of credit similar to the Letters of
Credit issued by or participated in by the applicable Facing Agent or such
Lender whether or not the documentation for such other Letters of Credit permit
the applicable Facing Agent or such Lender to receive amounts of the type
described in this SECTION 2.10(i). The applicable Facing Agent or any Lender,
upon determining that any additional amounts will be payable pursuant to this
SECTION 2.10(i), will give prompt written notice thereof to the Borrower, which
notice shall include a certificate submitted to the Borrower by the applicable
Facing Agent or such Lender (a copy of which certificate shall be sent by the
applicable Facing Agent or such Lender to the Administrative Agent), setting
forth in reasonable detail the basis for the calculation of such additional
amount or amounts necessary to compensate the applicable Facing Agent or such
Lender, although failure to give any such notice shall not release or diminish
the Borrower's obligations to pay additional amounts pursuant to this SECTION
2.10(i); PROVIDED, HOWEVER, if the applicable Facing Agent or such Lender, as
applicable, has intentionally withheld or delayed such notice, the applicable
Facing Agent or such Lender, as the case may be, shall not be entitled to
receive additional amounts pursuant to this SECTION 2.10(i) for periods
occurring prior to the 180th day before the giving of such notice. The
certificate required to be delivered pursuant to this SECTION 2.10(i) shall,
absent manifest error, be final, conclusive and binding on the Borrower.


                                      -60-
<PAGE>   71

                  (j) CASH COLLATERALIZATION OF LETTERS OF CREDIT. To the extent
that (i) the expiration date of any Letter of Credit extends beyond the Revolver
Termination Date and (ii) the Borrower, two Business Days prior to the Revolver
Termination Date, has notified in writing the Facing Agent which issued such
Letter of Credit that the Borrower desires to keep such Letter of Credit
outstanding after the Revolver Termination Date, then, the Borrower shall, by no
later than the Revolver Termination Date, deposit in an account with the
applicable Facing Agent as cash collateral an amount equal to 110% of the LC
Obligations of each such Letter of Credit to remain outstanding in Dollars and
in cash, as of the Revolver Termination Date, plus any accrued and unpaid
interest thereon. Each such deposit pursuant to this SECTION 2.10(j) shall be
held by the applicable Facing Agent as collateral for the payment and
performance of the obligations of the Borrower, with respect to such Letter of
Credit. The applicable Facing Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over such account. Other than any
interest earned on the investment of such deposits, which investments shall be
made at the option and discretion of the applicable Facing Agent and at the
Borrower's risk and expense, such deposits shall not bear interest. Interest or
profits, if any, on such investments shall accumulate in such account. Moneys in
such account shall be applied by the applicable Facing Agent to reimburse itself
for drawings on such Letter of Credit for which it has not been reimbursed and,
to the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of the Borrower for the LC Obligations related
thereto. At such time as a Letter of Credit shall expire by its terms or
otherwise be cancelled and returned to the applicable Facing Agent by the
beneficiary thereof, the Facing Agent shall, to the extent amounts held in the
cash collateral account relating to such Letter of Credit have not been applied
against the Obligations of the Borrower as provided herein, promptly return to
the Borrower any amounts remaining in such account. Notwithstanding the
foregoing, each Facing Agent, the Administrative Agent, the Borrower and the
Lenders hereby agree and acknowledge that at such time as the Revolver
Termination Date shall have occurred and a Facing Agent has received cash
collateral pursuant to this SECTION 2.10(j), no Revolving Lender shall be
required to participate in any Letter of Credit or drawing thereunder or to
provide Revolving Loans to reimburse the applicable Facing Agent for the amount
of any drawing made under any Letter of Credit outstanding after the Revolver
Termination Date.

                                  ARTICLE III

                                INTEREST AND FEES

Section 3.1.      INTEREST.

                  (a) BASE RATE LOANS. The Borrower agrees to pay interest in
respect of the unpaid principal amount of each Base Rate Loan at a rate per
annum equal to the Base Rate PLUS


                                      -61-
<PAGE>   72

the Applicable Base Rate Margin from the date the proceeds thereof are made
available to the Borrower (or, if such Base Rate Loan was converted from a
Eurocurrency Loan, the date of such conversion) until the earlier of (i) the
maturity (whether by acceleration or otherwise) of such Base Rate Loan or (ii)
the conversion of such Base Rate Loan to a Eurocurrency Loan pursuant to SECTION
2.6;

                  (b) EUROCURRENCY LOANS. The Borrower agrees to pay interest in
respect of the unpaid principal amount of each Eurocurrency Loan from the date
the proceeds thereof are made available to the Borrower (or, if such
Eurocurrency Loan was converted from a Base Rate Loan, the date of such
conversion) until the earlier of (i) the maturity (whether by acceleration or
otherwise) of such Eurocurrency Loan or (ii) the conversion of such Eurocurrency
Loan to a Base Rate Loan pursuant to SECTION 2.6, at a rate per annum equal to
the relevant Eurocurrency Rate PLUS the Applicable Eurocurrency Margin.

                  (c) PAYMENT OF INTEREST. Interest on each Loan shall be
payable in arrears on each Interest Payment Date; PROVIDED, HOWEVER, that
interest accruing pursuant to SECTION 3.1(e) and as otherwise set forth in the
last sentence of this SECTION 3.1(c) shall be payable from time to time on
demand. Interest shall also be payable on all then outstanding Revolving Loans
on the Revolver Termination Date and on all Loans and Revolving Loans on the
date of repayment (including prepayment) thereof (except that voluntary
prepayments of Swing Line Loans and Revolving Loans that are Base Rate Loans
made pursuant to SECTION 4.3 on any day other than a Quarterly Payment Date or
the Revolver Termination Date need not be made with accrued interest from the
most recent Quarterly Payment Date, PROVIDED such accrued interest is paid on
the next Quarterly Payment Date) and on the date of maturity (by acceleration or
otherwise) of such Loans. During the existence of any Event of Default, interest
on any Loan shall be payable on demand. Interest to be paid with respect to
Loans denominated in (x) Dollars shall be paid in Dollars and (y) in Euro shall
be in Euro.

                  (d) NOTIFICATION OF RATE. The Administrative Agent, upon
determining the interest rate for any Borrowing of Eurocurrency Loans for any
Interest Period, shall promptly notify the Borrower (by no later than one
Business Day following the date of such determination) and the Lenders thereof.
Such determination shall, absent manifest error and subject to SECTION 3.6, be
final, conclusive and binding upon all parties hereto.

                  (e) DEFAULT INTEREST. Notwithstanding the rates of interest
specified herein, effective on the date of the occurrence of any Event of
Default and for so long thereafter as any such Event of Default shall be
continuing, and effective immediately upon any failure to pay any Obligations or
any other amounts due under any of the Loan Documents when due, whether by
acceleration or otherwise, the principal balance of each Loan then outstanding
and, to the extent permitted by applicable law, any interest payment on each
Loan not paid when due or other amounts then due and payable shall bear interest
payable on demand, after as well as before judgment, at a rate per annum equal
to the Default Rate.

                  (f) MAXIMUM INTEREST. If any interest payment or other charge
or fee payable hereunder exceeds the maximum amount then permitted by applicable
law, the Borrower shall be


                                      -62-
<PAGE>   73

obligated to pay the maximum amount then permitted by applicable law and the
Borrower shall continue to pay the maximum amount from time to time permitted by
applicable law until all such interest payments and other charges and fees
otherwise due hereunder (in the absence of such restraint imposed by applicable
law) have been paid in full.

Section 3.2.      FEES.

                  (a) COMMITMENT FEES. The Borrower shall pay to the
Administrative Agent for pro rata distribution to each Non-Defaulting Lender
having a Revolving Commitment a commitment fee (the "COMMITMENT FEE"), payable
in Dollars, for the period commencing on the Effective Date to and including the
Revolver Termination Date or the earlier termination of the Revolving
Commitments (and repayment in full of the Revolving Loans and payment in full,
or cash collateralization by the deposit of cash into the Collateral Account in
amounts and pursuant to arrangements reasonably satisfactory to the
Administrative Agent, of the LC Obligations), computed at a rate equal to the
Applicable Commitment Fee Percentage per annum on the average daily Total
Available Revolving Commitment (with the Available Revolving Commitment of each
Lender determined without reduction for such Lender's Revolver Pro Rata Share of
the Assigned Dollar Value of Swing Line Loans outstanding). Unless otherwise
specified, accrued Commitment Fees shall be due and payable (i) on each
Quarterly Payment Date occurring after the Initial Borrowing Date, (ii) on the
Revolver Termination Date and (iii) upon any reduction or termination in whole
or in part of the Revolving Commitments (but only, in the case of a reduction,
on the portion of the Revolving Commitments then being reduced).

                  (b) AGENCY FEES. The Borrower shall pay to the Administrative
Agent for its own account and for the account of the Agents, such other fees in
the amount and at the times set forth in the letter agreement between the
Borrower and the Agents.

Section 3.3.      COMPUTATION OF INTEREST AND FEES.

Interest on all Loans and fees payable hereunder shall be computed on the basis
of the actual number of days elapsed over a year of 360 days; PROVIDED that
interest on all Base Rate Loans shall be computed on the basis of the actual
number of days elapsed over a year of 365 or 366 days, as the case may be. Each
determination of an interest rate by the Administrative Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Borrower and
the Lenders in the absence of manifest error. The Administrative Agent shall, at
any time and from time to time upon request of the Borrower, deliver to the
Borrower a statement showing the quotations used by the Administrative Agent in
determining any interest rate applicable to Domestic Revolving Loans pursuant to
this Agreement. Each change in the Applicable Base Rate Margin or Applicable
Eurodollar Margin or the Applicable Commitment Fee Percentage or any change in
the LC Commission as a result of a change in the Borrower's Most Recent Leverage
Ratio shall become effective on the date upon which such change in such ratio
occurs.

Section 3.4.      INTEREST PERIODS.


                                      -63-
<PAGE>   74

At the time it gives any Notice of Borrowing or a Notice of Conversion or
Continuation with respect to Eurocurrency Loans, the Borrower shall elect, by
giving the Administrative Agent written notice, the Interest Period (each an
"INTEREST PERIOD") which Interest Period shall, at the option of the Borrower,
be one, two, three or six months or, if available or otherwise satisfactory to
each of the applicable Lenders (as determined by each such applicable Lender in
its sole discretion) a nine or twelve month period, PROVIDED that:

                      (i) all Eurocurrency Loans comprising a Borrowing shall at
all times have the same Interest Period;

                      (ii) the initial Interest Period for any Eurocurrency Loan
shall commence on the date of such Borrowing of such Eurocurrency Loan
(including the date of any conversion thereto from a Loan of a different Type)
and each Interest Period occurring thereafter in respect of such Eurocurrency
Loan shall commence on the last day of the immediately preceding Interest
Period;

                      (iii) if any Interest Period relating to a Eurocurrency
Loan begins on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period, such Interest Period shall
end on the last Business Day of such calendar month;

                      (iv) if any Interest Period would otherwise expire on a
day which is not a Business Day, such Interest Period shall expire on the next
succeeding Business Day; PROVIDED, HOWEVER, that if any Interest Period for a
Eurocurrency Loan 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;

                      (v) no Interest Period (a) with respect to any Loan (other
than a Multicurrency Revolving Loans) may be selected at any time when an
Unmatured Event of Default or Event of Default is then in existence and (b) with
respect to any Multicurrency Revolving Loan in excess of one month may be
selected at any time when an Unmatured Event of Default or Event of Default is
then in existence;

                      (vi) no Interest Period shall extend beyond the Term A
Loan Maturity Date for any Term A Loan, the Term B Loan Maturity Date for any
Term B Loan or the Revolver Termination Date for any Revolving Loan; and

                      (vii) no Interest Period in respect to any Borrowing of
Term A Loans or Term B Loans as the case may be, shall be selected which extends
beyond any date upon which a mandatory repayment of such Term Loans will be
required to be made under SECTION 4.4(b) or (c) as the case may be, if the
aggregate principal amount of Term A Loans or Term B Loans, as the case may be,
which have Interest Periods which will expire after such date will be in excess
of the aggregate principal amount of Term A Loans or Term B Loans, as the case
may be, then outstanding less the aggregate amount of such required prepayment.


                                      -64-
<PAGE>   75


Notwithstanding anything to the contrary herein, the Borrower may only have Base
Rate Loans and Eurocurrency Loans with a one month Interest Period prior to the
Syndicated Date.

Section 3.5.      COMPENSATION FOR FUNDING LOSSES.

The Borrower shall compensate each Lender, upon its written request (which
request shall set forth the basis for requesting such amounts, showing the
calculation thereof in reasonable detail), for all losses, expenses and
liabilities (including, without limitation, any interest paid by such Lender to
lenders of funds borrowed by it to make or carry its Eurocurrency Loans to the
extent not recovered by the Lender in connection with the liquidation or
re-employment of such funds and including the compensation payable by such
Lender to a Participant) and any loss sustained by such Lender in connection
with the liquidation or re-employment of such funds (including, without
limitation, a return on such liquidation or re-employment that would result in
such Lender receiving less than it would have received had such Eurocurrency
Loan remained outstanding until the last day of the Interest Period applicable
to such Eurocurrency Loans) which such Lender may sustain as a result of: (i)
for any reason (other than a default by such Lender or the Administrative Agent)
a continuation or Borrowing of, or conversion from or into, Eurocurrency Loans
does not occur on a date specified therefor in a Notice of Borrowing or Notice
of Conversion or Continuation (whether or not withdrawn); (ii) any payment,
prepayment or conversion or continuation of any of its Eurocurrency Loans
occurring for any reason whatsoever on a date which is not the last day of an
Interest Period applicable thereto; (iii) any repayment of any of its
Eurocurrency Loans not being made on the date specified in a notice of payment
given by the Borrower; or (iv) (A) any other failure by the Borrower to repay
its Eurocurrency Loans when required by the terms of this Agreement or (B) an
election made by the Borrower pursuant to SECTION 3.7. A written notice as to
additional amounts owed such Lender under this SECTION 3.5 and delivered to the
Borrower and the Administrative Agent by such Lender shall be delivered within
30 days of such event and shall, absent manifest error, be final, conclusive and
binding for all purposes. Calculation of all amounts payable to a Lender under
this SECTION 3.5 shall be made as though that Lender had actually funded its
relevant Eurocurrency Loan through the purchase of a Eurocurrency deposit
bearing interest at the Eurocurrency Rate in an amount equal to the amount of
that Loan, having a maturity comparable to the relevant Interest Period and
through the transfer of such Eurocurrency deposit from an offshore office of
that Lender to a domestic office of that Lender in the United States of America;
PROVIDED, HOWEVER, that each Lender may fund each of its Eurocurrency Loans in
any manner it sees fit and the foregoing assumption shall be utilized only for
the calculation of amounts payable under this SECTION 3.5.

Section 3.6.      INCREASED COSTS, ILLEGALITY, ETC.

                  (a) GENERALLY. In the event that any Lender shall have
determined (which determination shall, absent manifest error, be final and
conclusive and binding upon all parties hereto but, with respect to clause (i)
below, may be made only by the Administrative Agent):



                                      -65-
<PAGE>   76

                      (i) on any Interest Rate Determination Date that, by
reason of any changes arising after the date of this Agreement affecting the
interbank Eurocurrency market, adequate and fair means do not exist for
ascertaining the applicable interest rate on the basis provided for in the
definition of Eurocurrency Rate; or

                      (ii) at any time that any Lender shall incur increased
costs or reduction in the amounts received or receivable hereunder with respect
to any Eurocurrency Loan because of (x) any change since the date of this
Agreement in any applicable law or governmental rule, regulation, order or
guideline (whether or not having the force of law) or in the interpretation or
administration thereof and including the introduction of any new law or
governmental rule, regulation, order or guideline, such as, for example, but not
limited to: (A) a change in the basis of taxation of payments to any Lender of
the principal of or interest on the Notes or any other amounts payable hereunder
(except for taxes described in SECTIONS 4.7(a)(i) through (iv)) or (B) a change
in official reserve requirements (but, in all events, excluding reserves
required under Regulation D to the extent included in the computation of the
Eurocurrency Rate) and/or (y) other circumstances since the date of this
Agreement affecting such Lender or the interbank Eurocurrency market or the
position of such Lender in such market (excluding, however, differences in a
Lender's cost of funds from those of the Administrative Agent which are solely
the result of credit differences between such Lender and the Administrative
Agent); or

                      (iii) at any time that the making or continuance of any
Eurocurrency Loan has been made (x) unlawful by any law or governmental rule,
regulation or order, (y) impossible by compliance by any Lender in good faith
with any governmental guideline (whether or not having force of law) or (z)
impracticable as a result of a contingency occurring after the date of this
Agreement which materially and adversely affects the interbank Eurocurrency
market;

then, and in any such event, such Lender (or the Administrative Agent, in the
case of clause (i) above) shall promptly give notice (by telephone confirmed in
writing) to the Borrower and, except in the case of clause (i) above, to the
Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in
the case of clause (i) above, Eurocurrency Loans shall no longer be available
until such time as the Administrative Agent notifies the Borrower and the
Lenders that the circumstances giving rise to such notice by the Administrative
Agent no longer exist, and any Notice of Borrowing or Notice of Conversion or
Continuation given by the Borrower with respect to Eurocurrency Loans (other
than with respect to conversions to Base Rate Loans) which have not yet been
incurred (including by way of conversion) shall be deemed rescinded by the
Borrower, (y) in the case of clause (ii) above, the Borrower shall pay to such
Lender, upon written demand therefor, such additional amounts (in the form of an
increased rate of, or a different method of calculating, interest or otherwise
as such Lender in its sole discretion shall determine) as shall be required to
compensate such Lender for such increased costs or reductions in amounts
received or receivable hereunder (a written notice as to the additional amounts
owed to such Lender, showing the basis for the calculation thereof, submitted to
the Borrower by such Lender shall, absent manifest error, be final and
conclusive and binding on all the parties hereto; however the failure to give
any such notice shall not release or diminish the Borrower's obligations to pay




                                      -66-
<PAGE>   77

additional amounts pursuant to this SECTION 3.6(a) provided that the Borrower
shall not be required to compensate such Lender pursuant to this section for any
increased costs or reductions incurred more than 180 days prior to the date that
such Lender notifies the Borrower of the increased costs or reductions and of
such Lender's intention to claim compensation therefor; PROVIDED FURTHER that,
if the change in law giving rise to such increased costs or reductions is
retroactive, then the 180-day period referred to above shall be extended to
include the period of retroactive effect thereof and (z) in the case of clause
(iii) above, the Borrower shall take one of the actions specified in SECTION
3.6(b) as promptly as possible and, in any event, within the time period
required by law. In determining such additional amounts pursuant to clause (y)
of the immediately preceding sentence, each Lender shall act reasonably and in
good faith and will, to the extent the increased costs or reductions in amounts
receivable relate to such Lender's loans in general and are not specifically
attributable to a Loan hereunder, use averaging and attribution methods which
are reasonable and which cover all loans similar to the Loans made by such
Lender whether or not the loan documentation for such other loans permits the
Lender to receive increased costs of the type described in this SECTION 3.6(a).

                  (b) EUROCURRENCY LOANS. At any time that any Eurocurrency Loan
is affected by the circumstances described in SECTION 3.6(a)(ii) or (iii), the
Borrower may (and, in the case of a Eurocurrency Loan affected by the
circumstances described in SECTION 3.6(a)(iii), shall) either (i) if the
affected Eurocurrency Loan is then being made initially or pursuant to a
conversion, by giving the Administrative Agent telephonic notice (confirmed in
writing) on the same date that the Borrower was notified by the affected Lender
or the Administrative Agent pursuant to SECTION 3.6(a)(ii) or (iii), cancel the
respective Borrowing, or (ii) if the affected Eurocurrency Loan is then
outstanding, upon at least three (3) Business Days' written notice to
Administrative Agent, require the affected Lender to (A) if denominated in
Dollars, convert such Eurocurrency Loan into a Base Rate Loan, and (B) if
denominated in Euro, either (x) repay such Loan or (y) convert such Loan to a
Base Rate Loan denominated in Dollars, PROVIDED, that if more than one Lender is
affected at any time, then all affected Lenders must be treated the same
pursuant to this SECTION 3.6(b).

                  (c) CAPITAL REQUIREMENTS. If any Lender determines that, after
the date hereof, the introduction of or any change in any applicable law or
governmental rule, regulation, order, guideline or request (whether or not
having the force of law) concerning capital adequacy, or any change in (after
the date of this Agreement) interpretation or administration thereof by any
Governmental Authority, central bank or comparable agency, will have the effect
of increasing the amount of capital required or expected to be maintained by
such Lender or any corporation controlling such Lender based on the existence of
such Lender's Commitments hereunder or its obligations hereunder, then the
Borrower shall pay to such Lender, upon its written notice as hereafter
described, such additional amounts as shall be required to compensate such
Lender or such other corporation for the increased cost to such Lender or such
other corporation or the reduction in the rate of return to such Lender or such
other corporation as a result of such increase of capital. In determining such
additional amounts, each Lender will act reasonably and in good faith and will
use averaging and attribution methods which are reasonable and which will, to
the extent the increased costs or reduction in the rate of return relates to
such Lender's commitments or obligations in general and are not specifically
attributable to the Commitments


                                      -67-
<PAGE>   78

and obligations hereunder, cover all commitments and obligations similar to the
Commitments and obligations of such Lender hereunder whether or not the loan
documentation for such other commitments or obligations permits the Lender to
make the determination specified in this SECTION 3.6(c), and such Lender's
determination of compensation owing under this SECTION 3.6(c) shall, absent
manifest error, be final and conclusive and binding on all the parties hereto.
Each Lender, upon determining that any additional amounts will be payable
pursuant to this SECTION 3.6(c), will give prompt written notice thereof to the
Borrower, which notice shall show the basis for calculation of such additional
amounts, although the failure to give any such notice shall not release or
diminish any of the Borrower's obligations to pay additional amounts pursuant to
this SECTION 3.6(c) provided that the Borrower shall not be required to
compensate such Lender pursuant to this Section for any increased costs or
reductions incurred more than 180 days prior to the date that such Lender
notifies the Borrower of the increased costs or reductions and of such Lender's
intention to claim compensation thereof; PROVIDED FURTHER that, if the change in
law giving rise to such increased costs or reductions is retroactive, then the
180-day period referred to above shall be extended to include the period of
retroactive effect thereof.

                  (d) CHANGE OF LENDING OFFICE. Each Lender which is or will be
owed compensation pursuant to SECTION 3.6(a) or (c) or SECTION 4.7 will, if
requested by the Borrower, use reasonable efforts (subject to overall policy
considerations of such Lender) to cause a different branch or Affiliate to make
or continue a Loan or Letter of Credit if such designation will avoid the need
for, or materially reduce the amount of, such compensation to such Lender and
will not, in the judgment of such Lender, be otherwise disadvantageous to such
Lender as determined by such Lender in its sole discretion. Nothing in this
SECTION 3.6(d) shall affect or postpone any of the obligations of the Borrower
or the right of any Lender provided for herein.

Section 3.7.      REPLACEMENT OF AFFECTED LENDERS.

                  (a) If any Revolving Lender becomes a Defaulting Lender or
otherwise defaults in its Obligations to make Loans or fund Unpaid Drawings, (y)
if any Lender (or in the case of SECTION 2.10(i), any Facing Agent) is owed
increased costs under SECTION 2.10(i), SECTION 3.6(a)(ii) or (iii), or SECTION
3.6(c), or the Borrower is required to make any payments under SECTION 4.7(c) to
any Lender materially in excess of those to the other Lenders or (z) as provided
in SECTION 12.1(b) in the case of certain refusals by a Lender to consent to
certain proposed amendments, changes, supplements, waivers, discharges or
terminations with respect to this Agreement which have been approved by the
Required Lenders, the Borrower shall have the right, if no Event of Default or
Unmatured Event of Default then exists, to replace such Lender (the "REPLACED
LENDER") with one or more other Eligible Assignees, none of whom shall
constitute a Defaulting Lender at the time of such replacement (collectively,
the "REPLACEMENT LENDER") acceptable to the Administrative Agent, PROVIDED that
(i) at the time of any replacement pursuant to this SECTION 3.7, the Replaced
Lender and Replacement Lender shall enter into one or more assignment
agreements, in form and substance satisfactory to such parties and the
Administrative Agent, pursuant to which the Replacement Lender shall acquire all
of the Commitments and outstanding Loans of, and participation in Letters of
Credit and Swing Line Loans by, the Replaced Lender and (ii) all obligations of
the Borrower owing to the Replaced Lender (including, without limitation, such
increased costs and excluding those specifically


                                      -68-
<PAGE>   79

described in clause (i) above in respect of which the assignment purchase price
has been, or is concurrently being paid) shall be paid in full to such Replaced
Lender concurrently with such replacement. Upon the execution of the respective
assignment documentation, the payment of amounts referred to in clauses (i) and
(ii) above and, if so requested by the Replacement Lender, delivery to the
Replacement Lender of the appropriate Note or Notes executed by the Borrower,
the Replacement Lender shall become a Lender hereunder and, unless the Replaced
Lender continues to have outstanding Loans hereunder, the Replaced Lender shall
cease to constitute a Lender hereunder, except with respect to indemnification
provisions under this Agreement, which shall survive as to such Replaced Lender.
Notwithstanding anything to the contrary contained above, no Lender that acts as
a Facing Agent may be replaced hereunder at any time during which it has Letters
of Credit outstanding hereunder unless arrangements satisfactory to, such Facing
Agent (including the furnishing of a standby letter of credit in form and
substance, and issued by an issuer satisfactory to such Facing Agent or the
depositing of cash collateral into the Collateral Account in amounts and
pursuant to arrangements satisfactory to such Facing Agent) have been made with
respect to such outstanding Letters of Credit.

Section 3.8.      BORROWER CONTROLS ON NON-DOLLAR LOANS; PREPAYMENTS.

                  (a) The Borrower will implement and maintain internal
accounting controls to monitor the borrowings and repayments of Multicurrency
Revolving Loans and the issuance of and drawings under Multicurrency Letters of
Credit with the object of preventing any request for an extension of credit that
would result in the Borrower failing to comply with this Agreement, and of
promptly identifying and remedying any circumstance in accordance with clause
(c) below where, by reason of changes in exchange rates, the Borrower fails to
be in compliance with such subsection.

                  (b) The Administrative Agent will calculate the Multicurrency
Outstandings (i) three (3) Business Days prior to the date of a proposed
Borrowing or, if applicable, date of conversion/continuation of a Loan, (ii) on
and as of the first Business Day of each calendar month, and (iii) any other
Business Day elected by the Administrative Agent in its discretion or upon
instruction of the Required Lenders. Each day upon or as of which the
Administrative Agent determines the Multicurrency Outstandings described in the
preceding clauses (i), (ii) and (iii) is herein described as a "COMPUTATION
DATE" with respect to each Loan or LC Obligation for which a Dollar Equivalent
amount is determined on or as of such day.

                  (c) In the event that the Borrower (in accordance with
paragraph (a) above) or the Administrative Agent (in accordance with (b) above)
determines that the Multicurrency Outstandings exceed the Multicurrency
Commitment by more than 5%, the Borrower will, within four (4) Business Days of
making such determination or of the Computation Date, as applicable, make or
cause to be made such repayments or prepayments of Multicurrency Revolving Loans
or cash collateralize Multicurrency LC Obligations on terms and conditions
satisfactory to the Administrative Agent, pursuant to SECTION 4.4(a), as shall
be necessary to reduce the Multicurrency Outstandings to less than or equal to
the Multicurrency Commitment.


                                      -69-
<PAGE>   80

                  (d) Any prepayment pursuant to subsection (c) above shall be
accompanied by payment of amounts payable, if any, pursuant to SECTION 3.5.

                                   ARTICLE IV

               REDUCTION OF COMMITMENTS; PAYMENTS AND PREPAYMENTS

Section 4.1.      VOLUNTARY REDUCTION OF COMMITMENTS.

                  (a) Upon at least three (3) Business Days' prior written
notice (or telephonic notice confirmed in writing) to the Administrative Agent
at the Notice Office (which notice the Administrative Agent shall promptly
transmit to each Lender), the Borrower shall have the right, without premium or
penalty, to terminate the unutilized portion of the Revolving Commitments
and/or, the Swing Line Commitment, as the case may be, in part or in whole;
PROVIDED that (w) any such voluntary termination of the Revolving Commitments
shall apply to proportionately and permanently reduce the Revolving Commitment
of each Revolving Lender, (x) any partial voluntary reduction pursuant to this
SECTION 4.1 shall be in the amount of at least $1,000,000 and integral multiples
of $500,000 in excess of that amount, and (y) any such voluntary termination of
the Revolving Commitments shall occur simultaneously with a voluntary prepayment
pursuant to SECTION 4.3, such that the total of the Revolving Commitments shall
not be reduced below the aggregate Assigned Dollar Value of outstanding
Revolving Loans plus the Assigned Dollar Value of the aggregate LC Obligations
and the Assigned Dollar Value of the Swing Line Loans.

                  (b) In the event of certain refusals by a Lender to consent to
certain proposed changes, waivers, discharges or terminations with respect to
this Agreement which have been approved by the Required Lenders as provided in
SECTION 12.1(b), the Borrower shall have the right, upon five (5) Business Days'
prior written notice to the Administrative Agent (which notice the
Administrative Agent shall promptly transmit to each of the Lenders), to
terminate the entire Revolving Commitment of such Lender, so long as all Loans,
together with accrued and unpaid interest, fees and all other amounts, due and
owing to such Lender are repaid concurrently with the effectiveness of such
termination at which time SCHEDULE 1.1(a) shall be deemed modified to reflect
such changed amounts pursuant to SECTION 4.3(b) and the Borrower cash
collateralizes such Lender's Revolver Pro Rata Share of the Assigned Dollar
Value of the LC Obligations (in the manner set forth in SECTION 4.4(a)) then
outstanding. At such time, such Lender shall no longer constitute a "Lender" for
purposes of this Agreement, except with respect to indemnifications in favor of
such Lender under this Agreement which shall survive as to such repaid Lender.

Section 4.2.      MANDATORY REDUCTIONS OF COMMITMENTS.

                  (a) REDUCTION OF REVOLVING COMMITMENT. The Revolving
Commitments shall be reduced at the time and in the amounts required to be
reduced pursuant to SECTION 4.4(d) and (j), subject to the provisions of this
Agreement.

                                      -70-
<PAGE>   81

                  (b) REDUCTION OF TERM A COMMITMENTS AND TERM B COMMITMENTS.
The Term A Commitments and Term B Commitments shall terminate on the Initial
Borrowing Date, after giving effect to the Borrowing of the Term A Loans and
Term B Loans on such date.

                  (c) PROPORTIONATE REDUCTIONS. Each reduction or adjustment to
the Term Commitments or the Revolving Commitments pursuant to this SECTION 4.2
shall apply proportionately to the Term A Commitment, the Term B Commitment or
the Revolving Commitment, as the case may be, of each Lender.

                  (d) REDUCTION OF COMMITMENTS. The Commitments will terminate
in their entirety on January 31, 2001 unless the Initial Borrowing Date has
occurred on or before such date.

Section 4.3.      VOLUNTARY PREPAYMENTS.

                  (a) The Borrower shall have the right to prepay the Loans in
whole or in part, from time to time, without premium or penalty, on the
following terms and conditions: (i) the Borrower shall give the Administrative
Agent irrevocable written notice at its Notice Office (or telephonic notice
promptly confirmed in writing) of its intent to prepay the Loans, whether such
Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount and
currency, if applicable, of such prepayment and the specific Borrowings to which
such prepayment is to be applied, which notice shall be given by the Borrower to
the Administrative Agent by 1:00 p.m. (New York City time) at least three (3)
Business Days prior in the case of Eurocurrency Loans and at least one Business
Day prior in the case of Base Rate Loans to the date of such prepayment and
which notice shall (except in the case of Swing Line Loans) promptly be
transmitted by the Administrative Agent to each of the applicable Lenders; (ii)
each partial prepayment of any Borrowing (other than a Borrowing of Swing Line
Loans) shall be in an aggregate Dollar Equivalent principal amount of at least
$1,000,000 and each partial prepayment of a Swing Line Loan shall be in an
aggregate principal amount of at least $100,000; PROVIDED, that no partial
prepayment of Eurocurrency Loans made pursuant to a single Borrowing shall
reduce the aggregate principal amount of the outstanding Loans made pursuant to
such Borrowing to an amount less than the Minimum Borrowing Amount applicable
thereto; (iii) Eurocurrency Loans may only be prepaid pursuant to this SECTION
4.3 on the last day of an Interest Period applicable thereto or on any other day
subject to SECTION 3.5; (iv) each prepayment in respect of any Borrowing shall
be applied pro rata among the Loans comprising such Borrowing; PROVIDED, that
such prepayment shall not be applied to any Revolving Loans of a Defaulting
Lender at any time when the aggregate amount of Revolving Loans of any
Non-Defaulting Lender exceeds such Non-Defaulting Lender's Revolver Pro Rata
Share of all Revolving Loans then outstanding; (v) subject to SECTION 4.5(c),
each voluntary prepayment of Term Loans shall be applied first to the Scheduled
Term A Repayments and the Scheduled Term B Repayments due within the 12 month
period following the date of such prepayment in direct order of maturity and,
thereafter, subject to SECTION 4.5(c) shall be applied in proportional amounts
equal to the Term A Percentage and the Term B Percentage (in each case, after
giving effect to the prepayments made to the Scheduled Term A Repayments and the
Scheduled Term B Repayments due within such twelve month period as specified
above), as the case may be, of


                                      -71-
<PAGE>   82

such remaining prepayment, if any, and within each Term Loan, shall be applied
to reduce the remaining Scheduled Term A Repayments and Scheduled Term B
Repayments on a pro rata basis (based upon the then remaining principal amount
of such Scheduled Term A Repayments and Scheduled Term B Repayments
respectively). Unless otherwise specified by the Borrower, such prepayment shall
be applied first to the payment of Base Rate Loans and second to the payment of
such Eurocurrency Loans as the Borrower shall request (and in the absence of
such request, as the Administrative Agent shall determine). In the event that
any Term B Lender waives all or part of its right to receive its portion of a
voluntary prepayment pursuant to SECTION 4.5(c), the Administrative Agent shall
apply one hundred percent (100%) of the amount so waived, if any, by such Term B
Lender pro-rata to the Term A Loans in accordance with this SECTION 4.3(a). The
notice provisions, the provisions with respect to the minimum amount of any
prepayment, and the provisions requiring prepayments in integral multiples above
such minimum amount of this SECTION 4.3 are for the benefit of the
Administrative Agent and may be waived unilaterally by the Administrative Agent.

                  (b) In the event of certain refusals by a Lender to consent to
certain proposed changes, waivers, discharges or terminations with respect to
this Agreement which have been approved by the Required Lenders as provided in
SECTION 12.1(b), the Borrower shall have the right, upon five (5) Business Days'
prior written notice to the Administrative Agent (which notice the
Administrative Agent shall promptly transmit to each of the Lenders), to repay
all Loans, together with accrued and unpaid interest, fees and all other amounts
due and owing to such Lender in accordance with said SECTION 12.1(b), so long as
(A) in the case of the repayment of Revolving Loans of any Revolving Lender
pursuant to this CLAUSE (b), the Revolving Commitment of such Revolving Lender
is terminated concurrently with such repayment pursuant to SECTION 4.1(b), and
(B) in the case of the repayment of Loans of any Lender, the consents required
by SECTION 12.1(b) in connection with the repayment pursuant to this CLAUSE (b)
shall have been obtained.

Section 4.4.      MANDATORY PREPAYMENTS.

                  (a) PREPAYMENT UPON OVERADVANCE. The Borrower shall prepay the
outstanding principal amount of the Revolving Loans and Swing Line Loans on any
date on which (x) the aggregate outstanding Assigned Dollar Value of such
Revolving Loans and such Swing Line Loans together with the Assigned Dollar
Value of the aggregate LC Obligations (after giving effect to any other
repayments or prepayments on such day) exceeds the Total Revolving Commitments
or (y) the aggregate outstanding Multicurrency Outstandings (after giving effect
to any other repayments or prepayments on such day) exceeds the total
Multicurrency Commitment in the amount equal to the greater of either such
excess. If, after giving effect to the prepayment of all outstanding Revolving
Loans and Swing Line Loans, (A) the Assigned Dollar Value of the aggregate LC
Obligations exceeds the Total Revolving Commitment then in effect, or (B) the
Assigned Dollar Value of the aggregate Multicurrency Obligations exceeds the
Multicurrency Commitment then in effect, then, in either case, the Borrower
shall cash collateralize LC Obligations by depositing, pursuant to a cash
collateral agreement to be entered into in form and substance reasonably
satisfactory to the Administrative Agent, cash with Administrative Agent in an
amount equal to the difference between the Assigned Dollar Value of such LC
Obligations and


                                      -72-
<PAGE>   83

the Total Revolving Commitment then in effect (or the Multicurrency LC
Obligation and the Multicurrency Commitment, as the case may be). The
Administrative Agent shall establish in its name for the benefit of the
Revolving Lenders a cash collateral account (the "COLLATERAL ACCOUNT") into
which it shall deposit such cash to hold as collateral security for the LC
Obligations.

                  (b) SCHEDULED TERM A REPAYMENTS. The Borrower shall cause to
be paid Scheduled Term A Repayments on the Term A Loans until the Term A Loans
are paid in full in the amounts and at the times specified in the definition of
Scheduled Term A Repayments to the extent that prepayments have not previously
been applied to such Scheduled Term A Repayments (and such Scheduled Term A
Repayments have not otherwise been reduced) pursuant to the terms hereof. To the
extent not previously paid, all Term A Loans shall be due and payable on the
Term A Maturity Date.

                  (c) SCHEDULED TERM B REPAYMENTS. The Borrower shall cause to
be paid Scheduled Term B Repayments on the Term B Loans until the Term B Loans
are paid in full in the amounts and at the times specified in the definition of
Scheduled Term B Repayments to the extent that prepayments have not previously
been applied to such Scheduled Term B Repayments (and such Scheduled Term B
Repayments have not otherwise been reduced) pursuant to the terms hereof. To the
extent not previously paid, all Term B Loans shall be due and payable on the
Term B Maturity Date.

                  (d) MANDATORY PREPAYMENT UPON ASSET DISPOSITION. On the first
Business Day or, in the case of an Asset Disposition by a Foreign Subsidiary of
the Borrower, such later date (but in any event not later than the 365th day)
after the date of receipt thereof by the Borrower and/or any of its Subsidiaries
of Net Sale Proceeds from any Asset Disposition (other than in connection with
the EIS Business Sale which is referred to in SECTION 4.4(k) below), an amount
equal to 100% of the Net Sale Proceeds from such Asset Disposition shall be
applied as a mandatory repayment of principal of the Term Loans pursuant to the
terms of SECTION 4.5(a) (in each case subject to modification of such
application as set forth in SECTION 4.5(c)), PROVIDED, that with respect to no
more than the Dollar Equivalent of $25,000,000 in the aggregate of such Net Sale
Proceeds in any Fiscal Year of the Borrower, the Net Sale Proceeds therefrom
shall not be required to be so applied on such date to the extent that no Event
of Default or Unmatured Event of Default then exists and the Borrower delivers a
certificate to the Administrative Agent on or prior to such date stating that
such Net Sale Proceeds are expected to be used to purchase assets used or to be
used in the businesses referred to in SECTION 8.9 within 365 days following the
date of such Asset Disposition (which certificate shall set forth the estimates
of the proceeds to be so expended), PROVIDED, FURTHER, that (1) if all or any
portion of such Net Sale Proceeds not so applied to the repayment of Term Loans
are not so used (or contractually committed to be used) within such 365 day
period as provided above, such remaining portion shall be applied on the last
day of the period as a mandatory repayment of principal of outstanding Term
Loans as provided above in this SECTION 4.4(d) and (2) if all or any portion of
such Net Sale Proceeds are a result of an Asset Disposition involving the sale
of Collateral owned by the Borrower or a Subsidiary (other than the Capital
Stock of a Foreign Subsidiary), then such Net Sale Proceeds shall be required to
be reinvested in assets constituting Collateral. After the prepayment in full of
all



                                      -73-
<PAGE>   84

Term Loans, the Borrower shall repay Revolving Loans, pro rata, and thereafter,
cash collateralize LC Obligations on the date of receipt of such proceeds by an
amount equal to the lesser of (y) the Assigned Dollar Value of Revolving Loans
and LC Obligations then outstanding or (z) the remaining portion of such Net
Sale Proceeds not used to repay Term Loans, and the Revolving Commitments shall
be permanently reduced, pro rata, by that portion of Net Sale Proceeds not used
to repay Term Loans. Notwithstanding the foregoing or the terms of SECTION
4.5(a), if, as of the date of any prepayment from Net Sale Proceeds required
pursuant to this SECTION 4.4(d), (A) the Borrower has repaid in full all
principal and interest on the Term B Loans and no amounts remain outstanding to
any Term B Lender with respect to the Term B Loans and (B) the Leverage Ratio of
the Borrower, calculated for the Test Period ending on the last day of the most
recently ended Fiscal Quarter, is less than 2.50 to 1.00, the Borrower may
elect, in its sole discretion, to apply 100% of such Net Sale Proceeds (x) to
purchase assets used or to be used in the businesses referred to in SECTION 8.9,
(y) to repay, pro rata, Term A Loans or (z) to repay, pro rata, Revolving Loans
(without a permanent reduction of the Revolving Commitments).

                  (e) MANDATORY PREPAYMENT WITH EXCESS CASH FLOW. On each Excess
Cash Payment Date, an amount equal to 50% of Excess Cash Flow of the Borrower
and its Subsidiaries for the relevant Excess Cash Flow Period shall be applied
as a mandatory repayment of principal of the Term Loans pursuant to the terms of
SECTION 4.5(a) (in each case subject to modification of such application as set
forth in SECTION 4.5(c)); PROVIDED, HOWEVER, that if as of the last day of the
relevant Excess Cash Flow Period, the Leverage Ratio is less than 2.50 to 1.00,
the amount required to be paid pursuant to this SECTION 4.4(e) shall be 0%.

                  (f) MANDATORY PAYMENT WITH PROCEEDS OF CAPITAL STOCK. On the
first Business Day after receipt thereof by the Borrower and/or any of their
Subsidiaries, an amount equal to 100% of the Net Offering Proceeds of the sale
or issuance of Capital Stock of (or cash capital contributions to) the Borrower
or any of their Subsidiaries shall be applied as a mandatory repayment of
principal of the Term Loans pursuant to the terms of SECTION 4.5(a) (in each
case subject to modification of such application as set forth in SECTION
4.5(c)). Notwithstanding the foregoing or the terms of SECTION 4.5(a), if, as of
the date of any prepayment from Net Offering Proceeds required pursuant to this
SECTION 4.4(f), (A) the Borrower has repaid in full all principal and interest
on the Term B Loans and no amounts remain outstanding to any Term B Lender with
respect to the Term B Loans and (B) the Leverage Ratio of the Borrower,
calculated for the Test Period ending on the last day of the most recently ended
Fiscal Quarter, is less than 2.50 to 1.00, the Borrower may elect, in its sole
discretion, to apply 100% of such Net Offering Proceeds (x) to purchase assets
used or to be used in the businesses referred to in SECTION 8.9, (y) to repay,
pro rata, Term A Loans or (z) to repay, pro rata, Revolving Loans (without a
permanent reduction of the Revolving Commitments).

                  (g) MANDATORY PAYMENT WITH PROCEEDS OF SALE AND LEASEBACK
TRANSACTION. On the Business Day of receipt thereof by the Borrower and/or any
of its Subsidiaries, an amount equal to 100% of net cash proceeds from a Sale
and Leaseback Transaction by the Borrower or any of its Subsidiaries shall be
applied as a mandatory repayment of principal of the Term Loans pursuant to the
terms of SECTION 4.5(a) (in each case subject to modification of such
application


                                      -74-
<PAGE>   85

as set forth in SECTION 4.5(c)). Notwithstanding the foregoing or the terms of
SECTION 4.5(a), if, as of the date of any prepayment from net cash proceeds of a
Sale and Leaseback Transaction required pursuant to this SECTION 4.4(g), (A) the
Borrower has repaid in full all principal and interest on the Term B Loans and
no amounts remain outstanding to any Term B Lender with respect to the Term B
Loans and (B) the Leverage Ratio of the Borrower, calculated for the Test Period
ending on the last day of the most recently ended Fiscal Quarter, is less than
2.50 to 1.00, the Borrower may elect, in its sole discretion, to apply 100% of
such net cash proceeds (x) to purchase assets used or to be used in the
businesses referred to in SECTION 8.9, (y) to repay, pro rata, Term A Loans or
(z) to repay, pro rata, Revolving Loans (without a permanent reduction of the
Revolving Commitments).

                  (h) MANDATORY PREPAYMENT UPON INCURRENCE OF INDEBTEDNESS. On
the Business Day of receipt thereof by the Borrower, an amount equal to 100% of
the Net Offering Proceeds of any Indebtedness (other than Indebtedness permitted
by SECTION 8.2) hereof shall be applied as a mandatory repayment of principal of
the Term Loans pursuant to the terms of SECTION 4.5(a), subject to modification
of such application as set forth in SECTION 4.5(c)). Notwithstanding the
foregoing or the terms of SECTION 4.5(a), if, as of the date of any prepayment
from Net Offering Proceeds required pursuant to this SECTION 4.4(h), (A) the
Borrower has repaid in full all principal and interest on the Term B Loans and
no amounts remain outstanding to any Term B Lender with respect to the Term B
Loans and (B) the Leverage Ratio of the Borrower, calculated for the Test Period
ending on the last day of the most recently ended Fiscal Quarter, is less than
2.50 to 1.00, the Borrower may elect, in its sole discretion, to apply 100% of
such Net Offering Proceeds (x) to purchase assets used or to be used in the
businesses referred to in SECTION 8.9, (y) to repay, pro rata, Term A Loans or
(z) to repay, pro rata, Revolving Loans (without a permanent reduction of the
Revolving Commitments).

                  (i) MANDATORY PREPAYMENT UPON PURCHASE PRICE ADJUSTMENT. On
the Business Day following receipt of the net cash proceeds of any payment by
The Laird Group Public Limited Company to the Borrower pursuant to any
adjustment to the Purchase Price (as such term is defined in the Draftex
Acquisition Agreement) an amount equal to 100% of such payment shall be applied
as a mandatory repayment of principal of the Term Loans pursuant to the terms of
SECTION 4.5(a), subject to modification of such application as set forth in
SECTION 4.5(c)); PROVIDED that no such payment shall be required to be so
applied if the proceeds of such adjustment do not equal or exceed 10,000,000
Euro.

                  (j) MANDATORY PAYMENT UPON RECOVERY EVENT. Within ten (10)
days following each date on which the Borrower or any of its Subsidiaries
receives any proceeds from any Recovery Event, an amount equal to 100% of the
proceeds of such Recovery Event (net of reasonable costs and taxes incurred in
connection with such Recovery Event and amounts due to the federal government of
the United States in satisfaction of any contractual obligation of the Borrower
thereto) shall be applied as a mandatory repayment of principal of the Term
Loans as provided in SECTION 4.5 in each case subject to modification of such
application as set forth in SECTION 4.5(d), PROVIDED that (1) so long as no
Event of Default or Unmatured Event of Default then exists, if the net proceeds
from any Recovery Event are less than the Dollar Equivalent of $10,000,000, then
no prepayment shall be required pursuant to this SECTION 4.4(j), and (2) so long


                                      -75-
<PAGE>   86


as no Event of Default or Unmatured Event of Default then exists, with respect
to any single or series of related Recovery Events the net proceeds therefrom
which are equal to or greater than the Dollar Equivalent of $10,000,000 but less
than the Dollar Equivalent of $25,000,000, such proceeds shall not be required
to be so applied on such date to the extent that (x) Borrower has delivered a
certificate to the Administrative Agent on or prior to such date stating that
such proceeds shall be used to replace or restore any properties or assets in
respect of which such proceeds were paid within 365 days following the date of
the receipt of such proceeds (which certificate shall set forth the estimates of
the proceeds to be so expended) and (y) such proceeds are deposited in an escrow
account with Administrative Agent for the benefit of the Secured Parties (the
"RECOVERY EVENT ESCROW ACCOUNT") (PROVIDED, HOWEVER, that if the Borrower has
satisfied the last sentence of this SECTION 4.4(j), no such escrow account shall
be established with the Administrative Agent and the Borrower shall retain
control of such proceeds), from which interest-bearing escrow account amounts
may be withdrawn only to repay the Term Loans or to be used for the purposes
described in clause (x) above, PROVIDED, FURTHER, that (i) if the amount of such
proceeds from any single or series of related Recovery Events exceeds the Dollar
Equivalent of $25,000,000, then the entire amount and not just the portion in
excess of the Dollar Equivalent of $25,000,000 shall be applied as a mandatory
repayment of Term Loans as provided above in this SECTION 4.4(j), (ii) if all or
any portion of such proceeds not required to be applied to the repayment of Term
Loans pursuant to the first proviso of this SECTION 4.4(j) are not so used (or
contractually committed to be used) within 365 days after the day of the receipt
of such proceeds, such remaining portion shall be applied on the last day of
such period as a mandatory repayment of principal of the Term Loans as provided
in this SECTION 4.4(j) and (iii) if all or any portion of such proceeds are not
required to be applied on the 365th day referred to in clause (ii) above because
such amount is contractually committed to be used and subsequent to such date
such contract is terminated or expires without such portion being so used, then
such remaining portion shall be applied on the date of such termination or
expiration as a mandatory repayment of principal of outstanding Term Loans as
provided in this SECTION 4.4(j). After the prepayment in full of all Term Loans,
the Borrower shall repay Revolving Loans pro rata, and thereafter, cash
collateralize LC Obligations on the date of receipt of such proceeds by an
amount equal to the lesser of (y) the Assigned Dollar Value of Revolving Loans
and LC Obligations then outstanding or (z) the remaining portion of such net
proceeds not used to repay Term Loans, and the Revolving Commitments shall be
permanently reduced, pro rata, by that portion of net proceeds not used to repay
Term Loans. Notwithstanding the foregoing or the terms of SECTION 4.5(a), if, as
of the date of any prepayment from net proceeds of any Recovery Event required
pursuant to this SECTION 4.4(j), (A) the Borrower has repaid in full all
principal and interest on the Term B Loans and no amounts remain outstanding to
any Term B Lender with respect to the Term B Loans and (B) the Leverage Ratio of
the Borrower, calculated for the Test Period ending on the last day of the most
recently ended Fiscal Quarter, is less than 2.50 to 1.00, the Borrower may
elect, in its sole discretion, to apply 100% of such net proceeds (x) to
purchase assets used or to be used in the businesses referred to in SECTION 8.9,
(y) to repay, pro rata, Term A Loans or (z) to repay, pro rata, Revolving Loans
(without a permanent reduction of the Revolving Commitments).

                  (k) MANDATORY PREPAYMENT UPON EIS BUSINESS SALE. On the first
Business Day after the date of receipt thereof by the Borrower of Net Sale
Proceeds from the EIS Business Sale in accordance with SECTION 8.3(k), an amount
equal to 100% of the Net Sale Proceeds from


                                      -76-
<PAGE>   87

the EIS Business Sale shall be applied as a mandatory repayment of principal of
the Loans as provided in SECTION 4.5(a).

Section 4.5.      APPLICATION OF PREPAYMENTS; WAIVER OF CERTAIN PREPAYMENTS.

                  (a) PREPAYMENTS. Subject in all events to the final proviso
set forth in SECTION 4.4(d), (f), (g), (h) and (j) and except as otherwise
expressly provided in SECTION 4.4(d), (j) and (k), all prepayments of principal
made by the Borrower pursuant to SECTION 4.4 shall be applied to repay the Term
Loans (with the Term A Percentage of such repayment to be applied as a repayment
of Term A Loans and the Term B Percentage of such repayment to be applied as a
repayment of Term B Loans). Any prepayment of Loans pursuant to SECTION 4.4(d)
and (j) shall be applied (i) FIRST, to the payment of the unpaid principal
amount of the Term Loans (with the Term A Percentage of such repayment to be
applied as a repayment of Term A Loans and the Term B Percentage of such
repayment to be applied as a repayment of Term B Loans), SECOND, to the
prepayment of the then outstanding balance of Swing Line Loans, THIRD, to the
payment, pro rata, of the then outstanding balance of the Revolving Loans, and
FOURTH, to the cash collateralization of LC Obligations; (ii) within each of the
foregoing Loans, first to the payment of Base Rate Loans and second to the
payment of Eurocurrency Loans; and (iii) with respect to Eurocurrency Loans, in
such order as the Borrower shall request (and in the absence of such request, as
the Administrative Agent shall determine). Each prepayment of Term Loans made
pursuant to SECTION 4.4(d), (e), (f), (g), (h) and (j) shall be allocated FIRST
to the Term Loans based on the aggregate principal amount of the Scheduled Term
A Repayments and Scheduled Term B Repayments due within the twelve month period
following the date of such prepayment in direct order of maturity, and,
thereafter, shall be allocated SECOND to the Term Loans in proportional amounts
equal to the Term A Percentage and Term B Percentage (in each case, after giving
effect to the prepayments made to the Scheduled Term A Repayments and Scheduled
Term B Repayments due within such twelve month period as specified above), as
the case may be, of such remaining prepayment, if any, and, within each Term
Loan, shall be applied to reduce the remaining Scheduled Term A Repayments and
Scheduled Term B Repayments on a pro rata basis (based upon the then remaining
principal amount of such Scheduled Term A Repayments and Scheduled Term B
Repayments, respectively). Any prepayment of Term Loans pursuant to SECTION
4.4(i) shall be applied pro rata to each of the Scheduled Repayments. Any
prepayment of Loans pursuant to SECTION 4.4(k) shall be applied FIRST to a
repayment of Term B Loans, applied to the Scheduled Term B Repayments on a pro
rata basis, and SECOND, to repay outstanding Revolving Loans (without a
permanent reduction of the Revolving Commitment) (and within such Facility,
FIRST, to the prepayment of the then outstanding balance of Swing Line Loans,
SECOND, to the payment, pro rata, of the then outstanding balance of the
Revolving Loans, and THIRD, to the cash collateralization of LC Obligations),
and THIRD, to the Term A Loans, applied to reduce the Scheduled Term A
Repayments on a pro rata basis. If any prepayment of Eurocurrency Loans made
pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant
to such Borrowing to an amount less than the Minimum Borrowing Amount, such
Borrowing shall immediately be converted into Base Rate Loans, in the case of
Loans denominated in Dollars, or into Loans with a 30 day Interest Period, in
the case of Loans denominated in Euro. All prepayments shall include payment of
accrued interest on the principal


                                      -77-
<PAGE>   88

amount so prepaid, shall be applied to the payment of interest before
application to principal and shall include amounts payable, if any, under
SECTION 3.5.

                  (b) PAYMENTS. All Scheduled Repayments shall be applied (i)
first to the payment of Base Rate Loans, if any, and second to the payment of
Eurocurrency Loans and (ii) with respect to Eurocurrency Loans, in such order as
the Borrower shall request (and in the absence of such request, as the
Administrative Agent shall determine). All payments shall include payment of
accrued interest on the principal amount so paid, shall be applied to the
payment of interest before application to principal and shall include amounts
payable, if any, under SECTION 3.5.

                  (c) WAIVER OF CERTAIN PREPAYMENTS BY TERM B LENDERS.
Notwithstanding anything to the contrary contained in this SECTION 4.5 or
elsewhere in this Agreement (including, without limitation, in SECTION 12.1),
any Term B Lenders may elect, by notice (which notice shall also include the
amount such Lender desires to receive in respect of such prepayment) to the
Administrative Agent by telephone (confirmed by telecopy) at least five (5)
Business Days prior to a prepayment date, to waive all or any portion a
voluntary prepayment or mandatory prepayment of such Term B Loans pursuant to
SECTION 4.3, 4.4(d), (e), (f), (g), (h), (i), and (j), (each such repayment, a
"WAIVABLE PREPAYMENT") upon the terms and provisions set forth in this SECTION
4.5(c). In no event shall the mandatory prepayment of Term B Loans pursuant to
SECTION 4.4(k) be waived by the Term B Lenders. If any Term B Lender does not
elect within the five (5) Business Days prior to the applicable prepayment date,
it will be deemed not to have waived any part of such prepayment. If any Term B
Lender does not specify an amount it wishes to receive, it will be deemed to
have accepted one hundred percent (100%) of the total payment. In the event that
any such Term B Lender waives all or part of such right to receive any such
Waivable Prepayment, the Administrative Agent shall apply one hundred percent
(100%) of the amount so waived, if any, by such Term B Lender to the Term A
Loans in accordance with SECTION 4.3(a)(v) or this SECTION 4.5, as the case may
be.

                  (d) CONVERSION OF CURRENCY. If any payment made under this
Agreement or any other Loan Document is made in a currency other than the
Specified Currency expressed to be payable herein, the Administrative Agent is
authorized to, and at its sole election may, convert such currency to the
Specified Currency prior to distribution to the Lenders. All such conversions of
currency shall be subject to SECTION 3.5.


                                      -78-
<PAGE>   89

Section 4.6.      METHOD AND PLACE OF PAYMENT.

                  (a) Except as otherwise specifically provided herein, all
payments under this Agreement shall be made to the Administrative Agent, for the
ratable account of the Lenders entitled thereto, not later than 1:00 p.m. (New
York City time) on the date when due and shall be made in immediately available
funds and in each case to the account specified therefor for the Administrative
Agent or if no account has been so specified at the Payment Office. The
Administrative Agent will thereafter cause to be distributed on the same day (if
payment was actually received by the Administrative Agent prior to 1:00 p.m.
(New York City time) on such day) like funds relating to the payment of
principal or interest or fees ratably to the Lenders entitled to receive any
such payment in accordance with the terms of this Agreement. If and to the
extent that any such distribution shall not be so made by the Administrative
Agent in full on the same day (if payment was actually received by the
Administrative Agent prior to 1:00 p.m. (New York City time) on such day), the
Administrative Agent shall pay to each Lender its ratable amount thereof and
each such Lender shall be entitled to receive from the Administrative Agent,
upon demand, interest on such amount at the overnight Federal Funds Rate (or the
applicable cost of funds with respect to amounts denominated in Euro) for each
day from the date such amount is paid to the Administrative Agent until the date
the Administrative Agent pays such amount to such Lender.

                  (b) Any payments under this Agreement which are made by the
Borrower later than 1:00 p.m. (New York City time) shall, for the purpose of
calculation of interest, be deemed to have been made on the next succeeding
Business Day. Whenever any payment to be made hereunder shall be stated to be
due on a day which is not a Business Day, the due date thereof shall be extended
to the next succeeding Business Day and, with respect to payments of principal,
interest shall be payable during such extension at the applicable rate in effect
immediately prior to such extension, except that with respect to Eurocurrency
Loans, if such next succeeding applicable Business Day is not in the same month
as the date on which such payment would otherwise be due hereunder or under any
Note, the due date with respect thereto shall be the next preceding Business
Day.

Section 4.7.      NET PAYMENTS.

                  (a) All payments made by the Borrower hereunder or under any
Loan Document will be made without setoff, counterclaim or other defense. Except
as provided in SECTION 4.7(d), all payments hereunder and under any of the Loan
Documents (including, without limitation, payments on account of principal and
interest and fees) shall be made by the Borrower free and clear of and without
deduction or withholding for or on account of any present or future tax, duty,
levy, impost, assessment or other charge of whatever nature now or hereafter
imposed by any Governmental Authority, but excluding therefrom (i) a tax imposed
on or measured by the overall net income (including a franchise tax based on net
income) of the lending office of the Lender in respect of which the payment is
made by the jurisdiction in which the Lender is incorporated or the jurisdiction
(or political subdivision or taxing authority thereof) in which its lending
office is located, (ii) in the case of any Lender organized under the laws of
any jurisdiction other than the United States or any state thereof (including
the District of Columbia),


                                      -79-
<PAGE>   90

any taxes imposed by the United States by means of withholding at the source
unless such withholding results from a change in applicable law, treaty or
regulations or the interpretation or administration thereof (including, without
limitation, any guideline or policy not having the force of law) by any
authority charged with the administration thereof subsequent to the date such
Lender becomes a Lender with respect to the Loan or portion thereof affected by
such change, (iii) any taxes to which the Lender is subject (to the extent of
the tax rate then in effect) on the date this Agreement is executed or to which
such Lender would be subject on such date if a payment hereunder had been
received by the Lender on such date and with respect to any Lender that becomes
a party hereto after the date hereof, any taxes to which such Lender is subject
on the date it becomes a party hereto (other than taxes which each of the other
Lenders is entitled to reimbursements for pursuant to the terms of this
Agreement) and (iv) taxes to which the Lender becomes subject subsequent to the
date referred to in clause (iii) above as a result of a change in the residence,
place of incorporation, or principal place of business of the Lender, a change
in the branch or lending office of the Lender participating in the transactions
set forth herein or other similar circumstances or as a result of the
recognition by the Lender of gain on the sale, assignment or participation by
the Lender of the participating interests in its creditor positions hereunder
(such tax or taxes, other than excluded tax or taxes being herein referred to as
"TAX" or "TAXES"). If the Borrower is required by law to make any deduction or
withholding of any Taxes from any payment due hereunder or under any of the Loan
Documents, then the amount payable will be increased to such amount which, after
deduction from such increased amount of all such Taxes required to be withheld
or deducted therefrom, will not be less than the amount due and payable
hereunder had no such deduction or withholding been required. A certificate as
to any additional amounts payable to a Lender under this SECTION 4.7 submitted
to the Borrower by such Lender shall show in reasonable detail the amount
payable and the calculations used to determine in good faith such amount and
shall, absent manifest error, be final, conclusive and binding upon all parties
hereto.

                  (b) If the Borrower makes any payment hereunder or under any
of the Loan Documents in respect of which it is required by law to make any
deduction or withholding of any Taxes, it shall pay the full amount to be
deducted or withheld to the relevant taxation or other authority within the time
allowed for such payment under applicable law and shall deliver to the Lenders
within 60 days after it has made such payment to the applicable authority a
receipt issued by such authority evidencing the payment to such authority of all
amounts so required to be deducted or withheld from such payment.

                  (c) Without prejudice to the other provisions of SECTION 4.7,
if any Lender, or the Administrative Agent on its behalf, is required by law to
make any payment on account of Taxes on or in relation to any amount received or
receivable hereunder or under any of the Loan Documents by such Lender, or the
Administrative Agent on its behalf, or any liability for Tax in respect of any
such payment is imposed, levied or assessed against any Lender or the
Administrative Agent on its behalf, the Borrower will promptly, following
receipt of the certificate described in the immediately following sentence,
indemnify such person against such Tax payment or liability, together with any
interest, penalties and expenses (including reasonable counsel fees and
expenses) payable or incurred in connection therewith, including any tax of any
Lender arising by virtue of payments under this SECTION 4.7(c), computed in a
manner consistent


                                      -80-
<PAGE>   91

with this SECTION 4.7(c). A certificate as to the amount of such payment by such
Lender, or the Administrative Agent on its behalf, showing calculations thereof
in reasonable detail, absent manifest error, shall be final, conclusive and
binding upon all parties hereto for all purposes.

                  (d) Each Lender that is not a United States person (as such
term is defined in Section 7701(a)(30) of the Code) agrees to deliver to
Borrower and the Administrative Agent on or prior to the Initial Borrowing Date,
or in the case of a Lender that is an Assignee of an interest under this
Agreement pursuant to SECTION 3.7 or 12.8 (unless the respective Lender was
already a Lender hereunder immediately prior to such assignment), on the date of
such assignment to such Lender, together with any other certificate or statement
of exemption required under the Code to establish that such Lender is not
subject to deduction or withholding of United States federal income tax with
respect to any payments to such Lender, (i) two accurate and complete original
signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN (with
respect to a complete exemption under an income tax treaty) (or successor forms)
certifying to such Lender's entitlement to a complete exemption from United
States withholding tax with respect to payments to be made under this Agreement
and under any Note, or (ii) if the Lender is not a "bank" within the meaning of
Section 881(c)(3)(a) of the Code and cannot deliver either Internal Revenue
Service Form W-8ECI or Form W-8BEN, (x) a certificate substantially in the form
of EXHIBIT 4.7(d) (any such certificate, a "SECTION 4.7(d)(ii) CERTIFICATE") and
(y) two accurate and complete original signed copies of Internal Revenue Service
Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States
Tax Withholding) or Form W-8ECI (Certificate of Foreign Person's Claim for
Exemption From Withholding On Income Effectively Connected with the Conduct of a
Trade or Business in the United States)) certifying to such Lender's entitlement
to a complete exemption from United States withholding tax with respect to
payments of interest to be made under this Agreement and under any Note. In
addition, each Lender agrees that from time to time after the Initial Borrowing
Date, when a lapse in time or change in circumstances renders the previous
certification obsolete or inaccurate in any material respect, it will deliver to
the Borrower and the Administrative Agent two new accurate and complete original
signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN and a
Section 4.7(d)(ii) Certificate, as the case may be, and such other forms as may
be required in order to confirm or establish the entitlement of such Lender to a
continued exemption from or reduction in United States withholding Tax with
respect to payments under this Agreement and any Note, or it shall immediately
notify the Borrower and the Administrative Agent of its inability to deliver any
such form or certificate. Notwithstanding anything to the contrary contained in
SECTION 4.7(a), but subject to SECTION 12.8(c) and the immediately succeeding
sentence, (x) the Borrower shall be entitled, to the extent it is required to do
so by law, to deduct or withhold income or similar Taxes imposed by the United
States (or any political subdivision or taxing authority thereof or therein)
from interest, fees or other amounts payable hereunder for the account of any
Lender which is not a United States person (as such term is defined in Section
7701(a)(30) of the Code) for United States Federal income tax purposes to the
extent that such Lender has not provided to the Borrower IRS Forms that
establish a complete exemption from such deduction or withholding and (y) the
Borrower shall be obligated pursuant to SECTION 4.7(a) hereof to gross-up
payments to be made to a Lender in respect of income or similar Taxes imposed by
the United States unless (i) upon timely notice from the Borrower, such Lender
has not provided to the Borrower the IRS Forms required to be provided to
Borrowers pursuant to


                                      -81-
<PAGE>   92

this SECTION 4.7(d), or (II) in the case of a payment, other than interest, to a
Lender described in clause (ii) above, to the extent that such IRS Forms do not
establish a complete exemption from withholding of such Taxes. Notwithstanding
anything to the contrary contained in the preceding sentence or elsewhere in
this SECTION 4.7 and except as set forth in SECTION 12.8(c), the Borrower agrees
to pay additional amounts and to indemnify each Lender in the manner set forth
in SECTION 4.7(a) (without regard to the identity of the jurisdiction requiring
the deduction or withholding) in respect of any amounts deducted or withheld by
it as described in the immediately preceding sentence as a result of any changes
after the Initial Borrowing Date in any applicable law, treaty, governmental
rule, regulation, guideline or order, or in the interpretation thereof, relating
to the deducting or withholding of income or similar Taxes.

                  (e) If the Borrower pays any additional amount under this
SECTION 4.7 to a Lender and such Lender determines in its sole discretion that
it has actually received or realized in connection therewith any refund or any
reduction of, or credit against, its Tax liabilities in or with respect to the
taxable year in which the additional amount is paid (a "TAX BENEFIT"), such
Lender shall pay the Borrower an amount that the Lender shall, in its sole
discretion, determine is equal to the net benefit, after tax, which was obtained
by such Lender in such year as a consequence of such Tax Benefit; provided,
however, that (i) any Lender may determine in its sole discretion consistent
with the policies of such Lender whether to seek a Tax Benefit; (ii) any Taxes
that are imposed on a Lender as a result of a disallowance or reduction
(including through the expiration of any tax carryover or carryback of such
Lender that otherwise would not have expired) of any Tax Benefit with respect to
which such Lender has made a payment to the Borrower pursuant to this SECTION
4.7 shall be treated as a Tax for which the Borrower is obligated to indemnify
such Lender pursuant to this SECTION 4.7 without any exclusions or defenses; and
(iii) nothing in this SECTION 4.7(e) shall require a Lender to disclose any
confidential information to the Borrower (including, without limitation, its tax
returns).

                                   ARTICLE V

                              CONDITIONS OF CREDIT

Section 5.1.      CONDITIONS PRECEDENT TO THE INITIAL BORROWING.

The obligation of the Lenders to make the Initial Loan and the obligation of the
Facing Agent to issue and the Lenders to participate in Letters of Credit under
this Agreement shall be subject to the fulfillment, on or prior to the Initial
Borrowing Date, of each of the following conditions:

                  (a) CREDIT AGREEMENT AND NOTES. The Borrower shall have duly
executed and delivered to the Administrative Agent, with a signed counterpart
for each Lender, this Agreement (including all schedules and exhibits), and the
Borrower shall have duly executed and delivered to the Administrative Agent the
Notes payable to the order of each applicable Lender which has requested a Note
in the amount of their respective Commitments and all other Loan Documents shall
have been duly executed and delivered by the appropriate Credit Party to Agent,
all of which shall be in full force and effect;


                                      -82-
<PAGE>   93

                  (b) SECURITY AGREEMENTS. (i) The Borrower shall have duly
authorized, executed and delivered a security agreement substantially in the
form of EXHIBIT 5.1(b)-1 hereto (as amended, restated, supplemented or otherwise
modified from time to time, the "BORROWER SECURITY AGREEMENT"), and (ii) each
Subsidiary Guarantor shall have duly authorized, executed and delivered a
security agreement substantially in the form of EXHIBIT 5.1(b)-2 (as amended,
restated, supplemented or otherwise modified from time to time, each a
"SUBSIDIARY SECURITY AGREEMENT"), in each case together with:

                      (i) proper financing statements (Form UCC-1 or such other
financial statements or similar notices as shall be required by local law) fully
executed for filing under the UCC or other appropriate filing offices of each
jurisdiction as may be necessary or, in the opinion of the Administrative Agent,
desirable to perfect the security interests purported to be created by such
Security Agreement;

                      (ii) certified copies of Requests for Information or
Copies (Form UCC-1), or equivalent reports, listing all effective financing
statements or similar notices that name Borrower or its Subsidiaries (by its
actual name or any trade name, fictitious name or similar name), or any division
or other operating unit thereof, as debtor and that are filed in the
jurisdiction referred to in said clause (i), together with copies of such other
financing statements (none of which shall cover the Collateral except to the
extent evidencing Permitted Liens or for which the Administrative Agent shall
have received termination statements (Form UCC-3 or such other termination
statements as shall be required by local law) fully executed for filing);

                      (iii) evidence of the completion of all other recordings
and filings of, or with respect to, such Security Agreement and all other
actions as may be necessary or, in the opinion of the Administrative Agent,
desirable to perfect the security interests intended to be created by such
Security Agreement;

                      (iv) an executed Landlord Consent from each lessor of any
leased facility of the Borrower or any Subsidiary at which any Collateral may be
located as the Administrative Agent may request (provided that to the extent any
such Landlord Consent has not been delivered on the Closing Date, the Borrower
shall use its reasonable best efforts to cause such Landlord Consents to be
executed and delivered within sixty (60) days following the Closing Date);

                      (v) a duly authorized, executed and delivered Perfection
Certificate substantively in the form of EXHIBIT 5.1(b)(v) hereto properly
completed by each Credit Party (each, a "PERFECTION CERTIFICATE" and
collectively, the "PERFECTION CERTIFICATES"); and

                      (vi) evidence that all other actions necessary, or in the
reasonable opinion of the Administrative Agent, desirable to perfect the
security interests purported to be taken by the Security Agreement have been
taken;

                  (c) PLEDGE AGREEMENTS. (i) The Borrower shall have duly
authorized, executed and delivered a pledge agreement substantially in the form
of EXHIBIT 5.1(c)-1 hereto


                                      -83-
<PAGE>   94


(as amended, restated, supplemented or otherwise modified from time to time, the
"BORROWER PLEDGE AGREEMENT") and (ii) each Material Subsidiary, each Subsidiary
which directly or indirectly holds the stock of a Material Subsidiary and each
Foreign Subsidiary so requested to do so by the Administrative Agent shall have
authorized, executed and delivered a pledge agreement substantially in the form
of EXHIBIT 5.1(c)-2 hereto (as amended, restated, supplemented or otherwise
modified from time to time, each a "SUBSIDIARY PLEDGE AGREEMENT"), and in each
case, shall have delivered to the Administrative Agent, as Pledgee, all the
Pledged Securities referred to therein then owned, if any, by such Pledgor, (x)
endorsed in blank in the case of promissory notes constituting Pledged
Securities and (y) together with executed and undated stock powers, in the case
of capital stock constituting Pledged Securities, or other transfer assignment
instruments in form and substance satisfactory to the Administrative Agent, in
the case of membership interests constituting Pledged Securities and (z) such
Pledge Agreement and such other documents shall be in full force and effect, and
each Subsidiary which is a limited liability company shall have certificated all
existing membership interests and delivered to the Administrative Agent, as
Pledgee, such pledged certificates as Pledged Securities;

                  (d) GUARANTY. Each Subsidiary Guarantor shall have duly
authorized, executed and delivered the Subsidiary Guaranty substantially in the
form of EXHIBIT 5.1(d) (as amended, restated, supplemented or otherwise modified
from time to time, the "SUBSIDIARY GUARANTY");

                  (e) ACQUISITION DOCUMENTS. Each of the Draftex Acquisition
Agreement and the Disclosure Letter (as defined in the Draftex Acquisition
Agreement) shall have been executed by each party thereto, and each such
agreement or letter shall be in full force and effect;

                  (f) DOCUMENTS. Each of the following shall have been executed
by each Person party thereto, and each such document shall be in full force and
effect:

                      (i) Intercompany Notes, substantially in the form of
EXHIBIT 1.1(b), executed by each Subsidiary receiving an Intercompany Loan on
the Initial Borrowing Date; and

                      (ii) the documents listed in Section 5.2 of the Draftex
Acquisition Agreement scheduled to be executed and delivered on the Initial
Borrowing Date, each in form and substance reasonably acceptable to the
Administrative Agent as provided in SECTION 7.16;

                  (g) CORPORATE PROCEEDINGS. (i) The Administrative Agent shall
have received from each Credit Party a certificate, dated the Initial Borrowing
Date, signed by a Responsible Officer of such Person, and attested to by the
secretary or any assistant secretary, or equivalent officer, or any manager (in
the case of a limited liability company) of such Person with appropriate
insertions, together with copies of such Person's Organizational Documents and
the consents of the members of such Person referred to in such certificate and
all of the foregoing (including each such Organizational Document and consent)
shall be satisfactory to the Administrative Agent; and


                                      -84-
<PAGE>   95

                      (ii) All corporate and/or limited liability company and
legal proceedings and all instruments and agreements to be executed by each
Credit Party in connection with the transactions contemplated by this Agreement
and the Loan Documents shall be reasonably satisfactory in form and substance to
the Administrative Agent, and the Administrative Agent shall have received all
information and copies of all certificates, documents and papers, including good
standing certificates, bring-down certificates and any other records of
corporate and/or limited liability company proceedings and governmental
approvals, if any, which the Administrative Agent reasonably may have requested
in connection therewith, such documents and papers, where appropriate, to be
certified by proper corporate or governmental authorities;

                      (iii) The ownership and capital structure (including
without limitation, the terms of any capital stock, options, warrants or other
securities issued by the Borrower or any of its Subsidiaries) of the Borrower
and its Subsidiaries shall be in form and substance reasonably satisfactory to
the Administrative Agent and the Lenders;

                  (h) INCUMBENCY. The Administrative Agent shall have received a
certificate of the secretary or assistant secretary, or equivalent officer, or
any manager (in the case of a limited liability company) of each Credit Party,
dated the Initial Borrowing Date, as to the incumbency and signature of the
officers of each such Person executing any document (in form and substance
satisfactory to the Administrative Agent) and any certificate or other document
or instrument to be delivered pursuant hereto or thereto by or on behalf of such
Person, together with evidence of the incumbency of such secretary, assistant
secretary, or equivalent officer or any manager (in the case of a limited
liability company);

                  (i) HISTORICAL AND PRO FORMA FINANCIAL STATEMENTS. The
Borrower shall have delivered to the Administrative Agent and each Lender the
financial statements as provided in SECTION 6.5(a)(i) and (ii) in form and
substance satisfactory to the Administrative Agent and the Required Lenders;

                  (j) APPROVALS. All necessary governmental (domestic and
foreign) and third party approvals in connection with the Transaction and
otherwise referred to herein shall have been obtained and remain in effect, and
all applicable waiting periods shall have expired without any action being taken
by any competent authority which restrains, prevents or imposes materially
adverse conditions upon the consummation of all or any part of the Transaction
and otherwise referred to herein except for those approvals of non-Governmental
Authorities under contracts which are not material and which are not required to
be delivered at the closing thereof. Additionally, there shall not exist any
judgment, order, injunction or other restraint issued or filed or a hearing
seeking injunctive relief or other restraint pending or notified prohibiting or
imposing material adverse conditions upon all or any part of the Transaction, or
the making of the Loans or the issuance of Letters of Credit;

                  (k) LITIGATION. Except as otherwise set forth on SCHEDULE 6.6,
no litigation by any entity (private or governmental) shall be pending or, to
the knowledge of the Borrower, threatened with respect to this Agreement, any
other Loan Document or any documentation


                                      -85-
<PAGE>   96

executed in connection herewith, or with respect to any of the Indebtedness to
Remain Outstanding, or any other pending or threatened litigation which the
Administrative Agent or the Required Lenders shall determine could reasonably be
expected to have a Material Adverse Effect;

                  (l) PRO FORMA BALANCE SHEET. The Administrative Agent shall
have received the Pro Forma Balance Sheet in form and substance satisfactory to
the Administrative Agent and the Required Lenders;

                  (m) OPINIONS OF COUNSEL. The Administrative Agent shall have
received from (i) Vedder Price Kaufman & Kammholz, special counsel to the
Borrower, an opinion addressed to the Administrative Agent and each of the
Lenders and dated the Initial Borrowing Date, which shall be in substantially
the form of EXHIBIT 5.1(m), (ii) William R. Phillips, General Counsel to the
Borrower, an opinion addressed to the Administrative Agent and each of the
Lenders and dated the Initial Borrowing Date, in form and substance satisfactory
to the Administrative Agent, and (iii) confirmation from each counsel delivering
a legal opinion in connection with any portion of the Transaction that the
Administrative Agent and Lenders are entitled to rely upon their respective
opinions delivered pursuant to the Transaction;

                  (n) FEES. The Borrower shall have paid to the Agents and the
Lenders all costs, fees and expenses (including, without limitation, legal fees
and expenses) payable to the Agents and the Lenders to the extent then due;

                  (o) SOLVENCY. The Administrative Agent shall have received a
solvency certificate from each of the Credit Parties, addressed to the
Administrative Agent and each of the Lenders and dated the Initial Borrowing
Date and supporting the conclusions, that, after giving effect to the
Transaction and the incurrence of all financing contemplated herein, the
Borrower and each such Credit Party is not insolvent and will not be rendered
insolvent by the indebtedness incurred in connection herewith, will not be left
with unreasonably small capital with which to engage in its respective
businesses and will not have incurred debts beyond its ability to pay such debts
in the ordinary course as they mature and become due;

                  (p) OFFICER'S CERTIFICATE. The Administrative Agent shall have
received, with a signed counterpart for each Lender, a certificate executed by a
Responsible Officer on behalf of the Borrower, dated the date of this Agreement
and in the form of EXHIBIT 5.1(p) hereto, stating that the representations and
warranties set forth in ARTICLE VI hereof are true and correct as of the date of
the certificate, that no Event of Default or Unmatured Event of Default has
occurred and is continuing, that the conditions of SECTION 5.1 hereof have been
fully satisfied (except that no opinion need be expressed as to the
Administrative Agent's or Required Lenders' satisfaction with any document,
instrument or other matter) and that to the best of Borrower's knowledge, no
Liens (except for Permitted Liens) have been placed against the Collateral since
the respective dates of the searches of financing statements filed under the UCC
and delivered pursuant to this SECTION 5.1;


                                      -86-
<PAGE>   97

                  (q) ENVIRONMENTAL REPORTS. The Administrative Agent shall have
received all documents, including such environmental site assessment reports (to
the extent they exist) with respect to the real property of the Borrower and
their Subsidiaries as shall be requested by the Administrative Agent;

                  (r) EXISTING INDEBTEDNESS.

                      (i) After giving effect to the Transaction and the other
transactions contemplated hereby, the Subsidiaries shall not have any
Indebtedness outstanding except for the Loans and the Indebtedness to Remain
Outstanding, and the Indebtedness to Remain Outstanding shall not be incurred in
connection with, or in contemplation of, the Transaction and the terms and
conditions of the Indebtedness to Remain Outstanding shall be satisfactory to
the Administrative Agent; and

                      (ii) the Administrative Agent shall be satisfied that the
creditors under any financing arrangement to be repaid in connection with the
Transaction have terminated and released all security interests and Liens on the
assets owned by the Borrower and its Subsidiaries, and shall have received such
releases of security interest in and Liens on the assets owned by the Borrower
and its Subsidiaries or agreements to release the foregoing and /or proper
termination statements (Form UCC-3 or the appropriate equivalent) as may have
been requested by the Administrative Agent, which releases shall be in form and
substance satisfactory to the Administrative Agent;

                  (s) CONSUMMATION OF DRAFTEX ACQUISITION AGREEMENT, ETC. The
transactions contemplated by the Draftex Acquisition Agreement shall have been
consummated without the waiver of any conditions precedent thereto required to
be performed on or prior to the consummation of the transactions contemplated
thereby which are for the benefit of the Borrower and the waiver of which, in
the reasonable judgment of the Administrative Agent, could reasonably be
expected to have a Material Adverse Effect, and the Administrative Agent shall
have received such evidence of the consummation of such transactions as it may
request; all representations and warranties of the Borrower and the other
parties thereto contained in the Transaction Documents shall be true and correct
in all material respects; and all notifications, consents and approvals required
pursuant to the Transaction Documents shall have been given or obtained, as the
case may be;

                  (t) APPOINTMENT OF AGENT. The Administrative Agent shall have
received a letter from CT Corporation System, presently located at 111 Eighth
Avenue, New York, New York 10011, in form and substance satisfactory to the
Administrative Agent, indicating its consent to its appointment by the Credit
Parties as their agent to receive service of process as specified in SECTION
12.9 of this Agreement;

                  (u) TERMINATION OF EXISTING CREDIT AGREEMENT.

                      (i) On or prior to the Initial Borrowing Date, the total
commitments under the Existing Credit Agreement shall have been terminated, all
loans thereunder shall have


                                      -87-
<PAGE>   98

been repaid in full, together with interest thereon, and all other amounts owing
pursuant to the Existing Credit Agreement shall have been repaid in full and the
Existing Credit Agreement shall have been terminated on terms and conditions
satisfactory to the Administrative Agent and the Required Lenders and be of no
further force or effect. On the Initial Borrowing Date, (x) the termination of
the Existing Credit Agreement shall be satisfactory to the Administrative Agent
and the Required Lenders and all such conditions shall have been satisfied to
the satisfaction of the Administrative Agent and the Required Lenders or waived
with the consent of the Administrative Agent and the Required Lenders and (y)
evidence in form, scope and substance satisfactory to the Administrative Agent
and the Required Lenders that the matters set forth in this SECTION 5.1(u) have
been satisfied on such date; and

                      (ii) The creditors under the Existing Credit Agreement
shall have terminated and released all security interests and Liens on the
assets owned by the Credit Parties. The Administrative Agent shall have received
(or arrangements have been made for the delivery thereof which are satisfactory
to the Administrative Agent) such releases of security interest in and Liens on
the assets owned by the Credit Parties as may have been requested by the
Administrative Agent or the Required Lenders, which releases shall be in form
and substance satisfactory to the Administrative Agent and the Required Lenders.
Without limiting the foregoing, there shall have been delivered (or arrangements
have been made for the delivery thereof which are satisfactory to the
Administrative Agent) proper termination statements (Form UCC-3 or the
appropriate equivalent) for filing under the UCC of each jurisdiction where a
financing statement (Form UCC-1 or the appropriate equivalent) was filed with
respect to any Credit Party in connection with the security interests created
with respect to the Existing Credit Agreement and the documentation related
thereto all collateral owned by the Credit Parties in possession of any other
agent, collateral agent or trustee for the creditors under the Existing Credit
Agreement or any financial institution party to the Existing Credit Agreement or
any related agreement;

                  (v) POST-CLOSING AGREEMENT. The Administrative Agent shall
have received a post-closing agreement executed by the Borrower and in form and
substance satisfactory to the Administrative Agent;

                  (w) EMPLOYEE BENEFIT PLANS; SHAREHOLDERS' AGREEMENTS;
COLLECTIVE BARGAINING AGREEMENTS; TAX SHARING AGREEMENTS; DEBT AGREEMENTS. On
the Initial Borrowing Date, there shall have been delivered to the
Administrative Agent true and correct copies, certified as true and complete by
an appropriate officer of the Borrower, of:

                      (i) all material employee benefit plans (other than
multiemployer plans as defined in Section 4001(a)(3) of ERISA), or any other
similar plans or arrangements for the benefit of employees of the Borrower or
any of its Material Subsidiaries and any profit sharing plans and deferred
compensation plans of the Borrower or any of its Material Subsidiaries
(collectively, the "EMPLOYEE BENEFIT PLANS");

                      (ii) all agreements entered into by the Borrower or any of
its Material Subsidiaries governing the terms and relative rights of its capital
stock and any agreements


                                      -88-
<PAGE>   99

entered into by shareholders relating to the Borrower or any of its Material
Subsidiaries with respect to their capital stock (collectively, the "SHAREHOLDER
AGREEMENTS");

                      (iii) all agreements with members of, or with respect to
the, management of the Borrower or any of its Material Subsidiaries other than
Employment Agreements (collectively, the "MANAGEMENT AGREEMENTS");

                      (iv) any employment agreements entered into by the
Borrower or any of its Material Subsidiaries (collectively, the "EMPLOYMENT
AGREEMENTS");

                      (v) all collective bargaining agreements applying or
relating to any employee of the Borrower or any of its Material Subsidiaries
(collectively, the "COLLECTIVE BARGAINING AGREEMENTS");

                      (vi) all agreements evidence or relating to Indebtedness
to Remain Outstanding of the Borrower or any of its Material Subsidiaries and
all agreements evidencing or relating to any Indebtedness of the Borrower or any
of its Material Subsidiaries which is to remain outstanding after giving effect
to the incurrence of Loans on the Initial Borrowing Date (collectively, the
"DEBT AGREEMENTS"); and

                      (vii) all tax sharing, disaffililation tax allocation and
other similar agreements entered into by the Borrower or any of its Material
Subsidiaries (collectively, the "TAX SHARING AGREEMENTS");

all of which Employee Benefit Plans, Shareholders' Agreements, Management
Agreements, Employment Agreements, Collective Bargaining Agreements, Debt
Agreements and Tax Sharing Agreements shall be in form and substance reasonably
satisfactory to the Administrative Agent and the Required Lenders; and shall be
in full force and effect on the Initial Borrowing Date, except such agreements
previously identified to Administrative Agent and the Required Lenders which
will be terminated in connection with the consummation of the transaction.

                  (x) ADVERSE CHANGE. On or prior to the Initial Borrowing Date,
nothing shall have occurred (and neither the Administrative Agent nor the
Lenders shall have become aware of any facts or conditions not previously known)
(i) which the Administrative Agent or the Required Lenders shall determine has
or reasonably could be expected to have, or could have, a Material Adverse
Effect or (ii) which materially disrupt or materially adversely changes
financial, banking or capital market conditions generally;

                  (y) OTHER MATTERS. All corporate and other proceedings taken
in connection with the Transaction at or prior to the date of this Agreement,
and all documents incident thereto will be reasonably satisfactory in form and
substance to the Administrative Agent; and the Administrative Agent shall have
received such other instruments and documents as the Administrative Agent shall
reasonably request in connection with the execution of this Agreement, and all
such instruments and documents shall be reasonably satisfactory in form and
substance to the Administrative Agent.


                                      -89-
<PAGE>   100

Section 5.2.      CONDITIONS PRECEDENT TO ALL CREDIT EVENTS.

The obligation of each Lender to make Loans (including Loans made on the Initial
Borrowing Date) and the obligation of any Facing Agent to issue or any Lender to
participate in any Letter of Credit hereunder in each case shall be subject to
the fulfillment at or prior to the time of each such Credit Event of each of the
following conditions:

                  (a) REPRESENTATIONS AND WARRANTIES. The representations and
warranties contained in this Agreement and the other Loan Documents shall each
be true and correct in all material respects at and as of such time, as though
made on and as of such time, except to the extent such representations and
warranties are expressly made as of a specified date in which event such
representation and warranties shall be true and correct as of such specified
date;

                  (b) NO DEFAULT. No Event of Default or Unmatured Event of
Default shall have occurred and shall then be continuing on such date or will
occur after giving effect to such Credit Event;

                  (c) NOTICE OF BORROWING; LETTER OF CREDIT REQUEST.

                      (i) Prior to the making of each Loan, the Administrative
Agent shall have received a Notice of Borrowing meeting the requirements of
SECTION 2.5.

                      (ii) Prior to the issuance of each Letter of Credit, the
Administrative Agent and the respective Facing Agent shall have received a
Letter of Credit Request meeting the requirements of SECTION 2.10(b);

                  (d) ADVERSE CHANGE. At the time of each such Credit Event and
after giving effect thereto, since the Effective Date, nothing shall have
occurred (and the Lenders shall not have become aware of any facts or conditions
previously unknown) which has, or is reasonably likely to have, a Material
Adverse Effect;

                  (e) OTHER INFORMATION. The Administrative Agent shall have
received such other instruments, documents and opinions as it may reasonably
request in connection with such Credit Event, and all such instruments and
documents shall be reasonably satisfactory in form and substance to the
Administrative Agent.

                  The acceptance of the benefits of each such Credit Event by
the Borrower shall be deemed to constitute a representation and warranty by it
to the effect of paragraphs (a), (b), (c) and (d) of this SECTION 5.2 (except
that no opinion need be expressed as to any Agent's or Required Lenders'
satisfaction with any document, instrument or other matter).

                  Each Lender hereby agrees that by its execution and delivery
of its signature page hereto and by the funding of its Loan to be made on the
Initial Borrowing Date, such Lender approves of and consents to each of the
matters set forth in SECTION 5.1, and SECTION 5.2 which


                                      -90-
<PAGE>   101

must be approved by, or which must be satisfactory to, the Agents or the
Required Lenders or Lenders, as the case may be.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

                  In order to induce the Lenders to enter into this Agreement
and to make the Loans, and issue (or participate in) the Letters of Credit as
provided herein, the Borrower makes the following representations and warranties
as of the Initial Borrowing Date (after giving effect to the consummation of the
Transaction) and as of the date of each subsequent Credit Event, all of which
shall survive the execution and delivery of this Agreement and the Notes and the
making of the Loans and issuance of the Letters of Credit:

Section 6.1.      CORPORATE STATUS.

The Borrower and each of its Subsidiaries (i) is a duly organized and validly
existing corporation, partnership or limited liability company or other entity
in good standing under the laws of the jurisdiction of its organization, (ii)
has the requisite power and authority to own its property and assets and to
transact the business in which it is engaged and presently proposed to engage in
and (iii) is duly qualified and is authorized to do business and is in good
standing ((where relevant) in (y) its jurisdiction of organization and (z) in
each other jurisdiction where the ownership, leasing or operation of property or
the conduct of its business requires such qualification, except for such failure
to be so qualified which, in the aggregate, would not have a Material Adverse
Effect.

Section 6.2.      CORPORATE POWER AND AUTHORITY.

The Borrower and each of its Subsidiaries has the applicable power and authority
to execute, deliver and perform the terms and provisions of each of the
Documents to which it is a party and has taken all necessary corporate action to
authorize the execution, delivery and performance by it of each of such
Documents. The Borrower and each of its Subsidiaries has duly executed and
delivered each of the Documents to which it is a party, and each of such
Documents constitutes its legal, valid and binding obligation enforceable in
accordance with its terms, except to the extent that the enforceability thereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws generally affecting creditors' rights and by equitable
principles (regardless of whether enforcement is sought in equity or at law).

Section 6.3.      NO VIOLATION.

Neither the execution, delivery or performance by the Borrower and each of its
Subsidiaries of the Documents to which it is a party (including, without
limitation, the granting of Liens pursuant to the Security Documents), nor
compliance by it with the terms and provisions thereof, nor the consummation of
the transactions contemplated therein (i) will contravene any provision of any
Requirement of Law applicable to the Borrower and each of its Subsidiaries,
except for such contravention which, individually or in the aggregate, would not
have a Material Adverse Effect,


                                      -91-
<PAGE>   102

(ii) will conflict with or result in any breach of or constitute a tortious
interference with any of the terms, covenants, conditions or provisions of, or
constitute a default under, or result in the creation or imposition of (or the
obligation to create or impose) any Lien (except pursuant to the Security
Documents) upon any of the property or assets of the Borrower and each of its
Subsidiaries pursuant to the terms of any Contractual Obligation to which the
Borrower and each of its Subsidiaries is a party or by which it or any of its
property or assets is bound or to which it may be subject, except for such
conflict or interference which, individually or in the aggregate, would not have
a Material Adverse Effect, (iii) will violate any provision of any
Organizational Document of the Borrower and each of its Subsidiaries or (iv)
require any approval of stockholders or any approval or consent of any Person
(other than a Governmental Authority) except as have been obtained on or prior
to the Initial Borrowing Date or as set forth on SCHEDULE 6.3.

Section 6.4.      GOVERNMENTAL AND OTHER APPROVALS.

Except as set forth on SCHEDULE 6.4 hereto and except for the recording of the
Mortgages and filings in respect of certain Security Documents and actions with
appropriate Governmental Authorities which shall be recorded and filed,
respectively, on, or as soon as practicable after, the date hereof, no order,
consent, approval, license, authorization or validation of, or filing, recording
or registration with (except as have been obtained or made on or prior to the
Initial Borrowing Date), or exemption by, any Governmental Authority, is
required to authorize, or is required in connection with, (i) the execution,
delivery and performance of any Document or (ii) the legality, validity, binding
effect or enforceability of any such Document.

Section 6.5.      FINANCIAL STATEMENTS; FINANCIAL CONDITION; UNDISCLOSED
                  LIABILITIES; PROJECTIONS; ETC.

                  (a) FINANCIAL STATEMENTS.

                      (i) The consolidated balance sheets of the Borrower and
dated November 30, 1999, November 30, 1998, and November 30, 1997 and the
related consolidated statements of operations, cash flows and shareholders'
equity of the Borrower for the Fiscal Year ended on such dates, and copies of
which have hereto been furnished to the Lenders prior to the Initial Borrowing
Date which have been examined by Ernst & Young LLP, independent certified public
accountants, who delivered an unqualified opinion in respect thereto, present
fairly, in accordance with GAAP, the financial condition and results of
operations of the Borrower and its Subsidiaries for the periods referred to
therein;

                      (ii) The pro forma (after giving effect to the
Transactions, the related financing thereof and the other transactions
contemplated hereby and thereby) consolidated balance sheet of the Borrower
attached hereto as SCHEDULE 6.5(a) (the "PRO FORMA BALANCE SHEET") presents
fairly the consolidated financial condition of the Borrower and its Subsidiaries
at the date of such balance sheet and presents a good faith estimate of the pro
forma consolidated financial condition of the Borrower and the Subsidiaries
(after giving effect to the Transactions, the related financing thereof and the
other transactions contemplated hereby and thereby) at the


                                      -92-
<PAGE>   103

date thereof. The Pro Forma Balance Sheet has been prepared in accordance with
GAAP consistently applied (except as may be indicated in the notes thereto)
subject to normal year-end adjustments. Since November 30, 1999 there has been
no material adverse change in the business, operations, property, assets,
liabilities or condition (financial or otherwise) of the Borrower and its
Subsidiaries taken as a whole.

                  (b) SOLVENCY. On and as of the Initial Borrowing Date, after
giving effect to the Transaction and to all Indebtedness (including the Loans)
being incurred, and to be incurred (and the use of proceeds thereof), and Liens
created, and to be created, by the Borrower and its Subsidiaries in connection
with the transactions contemplated hereby, the Borrower and each of its Material
Subsidiaries are Solvent.

                  (c) NO UNDISCLOSED LIABILITIES. Except as fully reflected in
the financial statements and the notes related thereto delivered pursuant to
SECTION 6.5(a) and set forth on SCHEDULE 6.5(c) there were as of the Initial
Borrowing Date (and after giving effect to the Transaction and the other
transactions contemplated hereby) no liabilities or obligations other than in
the ordinary course of business consistent with past practices (with respect to
the Borrower and its Subsidiaries of any nature whatsoever (whether absolute,
accrued, contingent or otherwise and whether or not due) which, either
individually or in aggregate, would be material to the Borrower and its
Subsidiaries, taken as a whole. As of the Initial Borrowing Date (and after
giving effect to the Transaction and the other transactions contemplated
hereby), the Borrower knows of no basis for the assertion against the Borrower
or any of its Subsidiaries of any such liability or obligation of any nature
whatsoever that is not fully reflected in the financial statements or the notes
related thereto delivered pursuant to SECTION 6.5(a) or set forth on SCHEDULE
6.5(c) which, either individually or in the aggregate, could be material to the
Borrower and its Subsidiaries, taken as a whole.

                  (d) INDEBTEDNESS. SCHEDULE 8.2(b) sets forth a true and
complete list of all Indebtedness (other than the Loans and the Letters of
Credit) of the Borrower and its Subsidiaries as of the Closing Date and which is
to remain outstanding after giving effect to the Transaction (the "INDEBTEDNESS
TO REMAIN OUTSTANDING"), in each case showing the aggregate principal amount
thereof (and the aggregate amount of any undrawn commitments with respect
thereto) and the name of the respective obligor and any other entity which
directly or indirectly guaranteed such debt. No Indebtedness to Remain
Outstanding has been incurred in connection with, or in contemplation of, the
Transaction or the other transactions contemplated hereby. The Borrower has
delivered or caused to be delivered to the Administrative Agent a true and
complete copy of the form of each instrument evidencing Indebtedness for money
borrowed listed on SCHEDULE 8.2(b) and of each instrument pursuant to which such
Indebtedness for money borrowed was issued, in each case, other than
Indebtedness of the type described in SECTION 8.2(o) or (s).

                  (e) PROJECTIONS. On and as of the Closing Date, the financial
projections, attached hereto as SCHEDULE 6.5(e) (the "PROJECTIONS") and each of
the Projections delivered after the Closing Date pursuant to SECTION 7.2(e) are,
or will be at the time made, based on good faith estimates and assumptions made
by the management of the Borrower, and there are no statements


                                      -93-
<PAGE>   104

or conclusions in any of the Projections which, at the time made, are based upon
or include information known to the Borrower to be misleading or which fail to
take into account material information regarding the matters reported therein.
On and as of the Initial Closing Date, the Borrower believes that the
Projections are reasonable and attainable, it being understood that uncertainty
is inherent in any forecasts or projections and that no assurance can be given
that the results set forth in the Projections will actually be obtained.

                  (f) NO MATERIAL ADVERSE CHANGE. (i) As of the Initial
Borrowing Date and at any time thereafter, there has been no material adverse
change in the business, condition (financial or otherwise), assets, liabilities,
property, operations or prospects of the Borrower and its Subsidiaries (taken as
a whole) since November 30, 1999 based on the financial statements delivered
pursuant to SECTION 6.5(a)(i).

                      (ii) To the knowledge of the Borrower, as of the Initial
Borrowing Date, there has been no material adverse change in the business,
condition (financial or otherwise), assets, liabilities, property, operations or
prospects of those entities whose shares are being purchased by the Borrower
pursuant to the Draftex Acquisition Documents (taken as a whole) since December
31, 1999.

Section 6.6.      LITIGATION.

Except as set forth in SCHEDULE 6.6, there are no actions, suits or proceedings
pending or, to the knowledge of the Borrower or any of its Subsidiaries,
threatened in writing against the Borrower or any of its Subsidiaries (i) with
respect to any Loan Document or (ii) that are reasonably likely to have a
Material Adverse Effect.

Section 6.7.      DISCLOSURE.

All factual information (taken as a whole) heretofore or contemporaneously
furnished by or on behalf of the Borrower or any of its Subsidiaries in writing
to any Lender (including, without limitation, all information contained in the
Documents) (other than the Projections as to which SECTION 6.5(e) applies and
the Disclosure Letter (as defined in the Draftex Acquisition Agreement) which
fairly discloses the matters therein in good faith in accordance with applicable
law)) for purposes of or in connection with this Agreement or any transaction
contemplated herein is, and all other such factual information (taken as a
whole) hereafter furnished by or on behalf of the Borrower or any of its
Subsidiaries in writing to any Lender for purposes of or in connection with this
Agreement or any transaction contemplated herein are and will be true and
accurate in all material respects on the date as of which such information is
dated or certified and not incomplete by omitting to state any fact necessary to
make such information (taken as a whole) not misleading in any material respect
at such time in light of the circumstances under which such information was
provided. The financial projections and other pro forma financial information
contained therein are based on good faith estimates and assumptions believed by
such Persons to be reasonable at the time made, it being recognized by the
Administrative Agent and the Lenders that projections as to future events are
not to be viewed as facts or factual information and that actual results during
the period or periods covered thereby may differ from


                                      -94-
<PAGE>   105

the projected results. As of the Initial Borrowing Date, the Borrower has
disclosed to the Lenders on or before the Initial Borrowing Date, all
agreements, instruments and corporate or other restrictions to which the
Borrower or any of its Subsidiaries is or will be subject as of the or the
Initial Borrowing Date, and all other matters known to any of them, that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect.

Section 6.8.      USE OF PROCEEDS; MARGIN REGULATIONS.

                  (a) TERM LOAN PROCEEDS. All proceeds of the Term Loans
incurred on the Initial Borrowing Date shall be used by the Borrower (x) to
finance, in part, the Transaction and (y) to pay fees and expenses in connection
with the Transaction.

                  (b) REVOLVING LOAN PROCEEDS. All proceeds of the Revolving
Loans incurred hereunder shall be used by the Borrower (x) to finance, in part,
the Transaction and (y) for ongoing working capital needs and general corporate
purposes (other than to voluntarily prepay any Term Loan).

                  (c) SWING LINE LOANS. All proceeds of the Swing Line Loans
incurred hereunder shall be used by the Borrower for ongoing working capital
needs and general corporate purposes (other than to voluntarily prepay any Term
Loan); PROVIDED, HOWEVER, that no Swing Line Loans may be requested by the
Borrower on the Initial Borrowing Date.

                  (d) MARGIN REGULATIONS. No part of the proceeds of any Loan
will be used to purchase or carry any margin stock (as defined in Regulation U
of the Board), directly or indirectly, or to extend credit for the purpose of
purchasing or carrying any such margin stock for the purpose of reducing or
retiring any indebtedness which was originally incurred to purchase or carry any
margin security or for any other purpose which might cause any of the loans or
extensions of credit under this Agreement to be considered a "purpose credit"
within the meaning of Regulation T, U or X of the Board.

Section 6.9.      TAX RETURNS AND PAYMENTS.

The Borrower and each of its Subsidiaries have timely filed or caused to be
filed all tax returns (the "RETURNS") which are required to be filed, except
where failure to file any of the Returns would not reasonably be expected to
have a Material Adverse Effect, and have paid or caused to be paid all taxes
shown to be due and payable on the Returns or on any assessments made against
them or any of their respective material properties and all other material
taxes, fees or other charges imposed on them or any of their respective
properties by any Governmental Authority (other than those the amount or
validity of which is contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP have been provided on the
books of the Borrower or any such Subsidiary, as the case may be), except where
failure to take any such action could not reasonably be expected to have a
Material Adverse Effect; and no tax liens have been filed and no claims are
being asserted with respect to any such taxes, fees or other charges (other than
such liens or claims, the amount or validity of which is currently being
contested in good faith by appropriate proceedings and with respect to which
reserves in


                                      -95-
<PAGE>   106

conformity with GAAP (or prior to the Initial Borrowing Date, applicable
accounting practice) have been provided) which could be reasonably expected to
have a Material Adverse Effect.

Section 6.10.     COMPLIANCE WITH ERISA.

                  (a) SCHEDULE 6.10 sets forth each Plan. Each Plan has been
operated and administered in a manner so as not to result in any material
liability of the Borrower or any of its Subsidiaries for failure to comply with
the applicable provisions of ERISA and the Code; no Reportable Event which could
reasonably be expected to result in the termination of any Plan has occurred
with respect to a Plan; to the knowledge of the Borrower, no Multiemployer Plan
is insolvent or in reorganization; the aggregate fair market value of the assets
of each Plan equals or exceeds the aggregate present value of the accrued
benefits under such Plan (using the actuarial funding assumptions then in effect
for such Plan); no Plan has an accumulated or waived funding deficiency, has
permitted decreases in its funding standard account or has applied for an
extension of any amortization period within the meaning of Section 412 of the
Code; neither the Borrower nor any of its Subsidiaries nor any ERISA Affiliate
has incurred any material liability to or on account of a Plan pursuant to
Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA
or Section 4971 or 4975 of the Code; no proceedings have been instituted to
terminate any Plan; using actuarial assumptions and computation methods
consistent with subpart 1 of Subtitle E of Title IV of ERISA, and its
Subsidiaries and its ERISA Affiliates would not have any material liability to
all Plans which are Multiemployer Plans in the event of a complete withdrawal
therefrom, as of the close of the most recent Fiscal Year of each such Plan
ending prior to the date of any Credit Event; no Lien imposed under the Code or
ERISA on the assets of the Borrower or any of its Subsidiaries or any ERISA
Affiliate exists or is likely to arise on account of any Plan; and the Borrower
and its Subsidiaries do not maintain or contribute to any employee welfare
benefit plan (as defined in Section 3(1) of ERISA) which provides benefits to
retired employees (other than as required by Section 601 of ERISA) or any
employee pension benefit plan (as defined in Section 3(2) of ERISA), the ongoing
annual obligations with respect to either of which could reasonably be expected
to have a Material Adverse Effect.

                  (b) To the knowledge of the Borrower, (i) each Foreign Pension
Plan has been maintained in substantial compliance with its terms and with the
requirements of any and all applicable laws, statutes, rules, regulations and
orders and has been maintained, where required, in good standing with applicable
regulatory authorities; (ii) all contributions required to be made with respect
to a Foreign Pension Plan have been timely made; (iii) neither the Borrower nor
any of its Subsidiaries has incurred any obligation in connection with the
termination of, or withdrawal from, any Foreign Pension Plan; and (iv) the
present value of the accrued benefit liabilities (whether or not vested) under
each Foreign Pension Plan, determined as of the end of the Borrower's most
recently ended fiscal year on the basis of the actuarial assumptions set forth
in the most recent actuarial report for such plan, did not exceed the aggregate
of (a) the current value of the assets of such Foreign Pension Plan allocable to
such benefit liabilities, and (b) the amount then reserved on the Borrower's
consolidated balance sheet in respect of such liabilities (and such amount
reserved on Borrower's consolidated balance sheet is not likely to have a
Material Adverse Effect).


                                      -96-
<PAGE>   107

Section 6.11.     OWNERSHIP OF PROPERTY.

The Borrower and each of its Subsidiaries has good and marketable title or, with
respect to real property, valid fee simple title (or in each case, the relevant
foreign equivalent, if any) to, or a subsisting leasehold interest in, or a
valid contractual agreement or other valid right to use, all such Person's
material real property, and good title (or relevant foreign equivalent) to, a
valid leasehold interest in, or valid contractual rights or other valid right to
(or an agreement for the acquisition of same) use all of such Person's other
material property (but excluding Intellectual Property), and, in each case, none
of such property is subject to any Lien except for Permitted Liens. The items of
real and personal property (but excluding Intellectual Property) owned by,
leased to or used by the Borrower and each of its Subsidiaries constitute all of
the assets used in the conduct of such Person's business as presently conducted,
and neither this Agreement nor any other Documents, nor any transaction
contemplated under any such agreement, will affect any right, title or interest
of the Borrower or any of its Subsidiaries in and to any of such assets in a
manner that would have or is reasonably likely to have a Material Adverse
Effect. As of 120 days following the Effective Date, the Borrower and its
Domestic and Canadian Subsidiaries shall have granted Mortgages to secure the
Obligations on all parcels of real estate identified on SCHEDULE 6.21(c) as
Mortgaged Properties.

Section 6.12.     CAPITALIZATION OF THE BORROWER.

On the Initial Borrowing Date after giving effect to the Transaction, the
capitalization of the Borrower will be as set forth on SCHEDULE 6.12(a) hereto.
The Capital Stock of the Borrower shall have been duly authorized and validly
issued. Except as set forth on SCHEDULE 6.12(a), no authorized but unissued or
treasury shares of Capital Stock of the Borrower are subject to any option,
warrant, right to call or commitment of any kind or character. A complete and
correct copy of each of the agreements in effect with respect to such options,
warrants, right to call or otherwise relating to the Borrower's Capital Stock to
which the Borrower is a party on the Initial Borrowing Date has been delivered
to the Administrative Agent. Except pursuant to the Transaction Documents or
with respect to stock option plans and restricted stock option plans relating to
the Borrower's or its Subsidiaries' compensation plans, neither the Borrower nor
any of its Subsidiaries has any outstanding stock or securities convertible into
or exchangeable for any shares of its Capital Stock, or any rights issued to any
Person (either preemptive or other) to subscribe for or to purchase, or any
options for the purchase of, or any agreements providing for the issuance
(contingent or otherwise) of, or any calls, commitments or claims or any
character relating to any of its Capital Stock or any stock or securities
convertible into or exchangeable for any of its Capital Stock (other than as set
forth in the certificate of incorporation of the Borrower). Neither the Borrower
nor any of its Subsidiaries is subject to any obligation (contingent or
otherwise) to repurchase or otherwise acquire or retire any shares of its
Capital Stock or any convertible securities, rights or options of the type
described in the preceding sentence.


                                      -97-
<PAGE>   108

Section 6.13.     SUBSIDIARIES.

                  (a) ORGANIZATION. SCHEDULE 6.13 sets forth as of the Initial
Borrowing Date a true, complete and correct list of each direct and indirect
Subsidiary of the Borrower (after giving effect to the Transaction) and
indicates for each such Subsidiary (i) its jurisdiction of organization and (ii)
its ownership (by holder and percentage interest). The Borrower has no
Subsidiaries except for Subsidiaries permitted to be created pursuant to this
Agreement and those Subsidiaries listed as on SCHEDULE 6.13.

                  (b) CAPITALIZATION. All of the issued and outstanding Capital
Stock of each direct or indirect Subsidiary of the Borrower is owned as set
forth on SCHEDULE 6.13. All of the Capital Stock of each Subsidiary of the
Borrower has been duly authorized and validly issued, is fully paid and
non-assessable and is owned as set forth on SCHEDULE 6.13, free and clear of all
Liens except for Permitted Liens. No authorized but unissued or treasury shares
of Capital Stock of any Subsidiary of the Borrower are subject to any option,
warrant, right to call or commitment of any kind or character except pursuant to
the Transaction Documents or with respect to stock option plans and restricted
stock option plans relating to the Borrower's or its Subsidiaries' compensation
plans.

                  (c) RESTRICTIONS ON OR RELATING TO SUBSIDIARIES. There does
not exist any consensual encumbrance or restriction on the ability of (i) any
Subsidiary of the Borrower to pay dividends or make any other distributions on
its capital stock or any other interest or participation in its profits owned by
the Borrower or any Subsidiary of the Borrower, or to pay any Indebtedness owed
to the Borrower or a Subsidiary of the Borrower, (ii) any Subsidiary of the
Borrower to make loans or advances to the Borrower or any of the Borrower's
Subsidiaries or (iii) the Borrower or any of its Subsidiaries to transfer any of
its properties or assets to the Borrower or any of its Subsidiaries, except, in
each case, for such encumbrances or restrictions permitted under SECTION 8.5.

Section 6.14.     COMPLIANCE WITH LAW, ETC.

Neither the Borrower nor any of its Subsidiaries is in default under or in
violation of any Requirement of Law or Contractual Obligation or under its
Organizational Documents, as the case may be, in each case the consequences of
which default or violation, either in any one case or in the aggregate, would
have a Material Adverse Effect.

Section 6.15.     INVESTMENT COMPANY ACT.

Neither the Borrower nor any of its Subsidiaries is an "investment company" or a
company "controlled" by an "investment company", within the meaning of the
Investment Company Act of 1940, as amended.



                                      -98-
<PAGE>   109

Section 6.16.     PUBLIC UTILITY HOLDING COMPANY ACT.

Neither the Borrower nor any of its Subsidiaries is a "holding company," or a
"subsidiary company" of a "holding company," or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company" within the meaning
of the Public Utility Holding Company Act of 1935, as amended.

Section 6.17.     ENVIRONMENTAL MATTERS.

                      (i) Except as set forth in SCHEDULE 6.17, the operations
of and the real property owned or operated by the Borrower and each of its
Subsidiaries are, and to the knowledge of the Borrower, the past operations of
and the real property formerly owned or operated by the Borrower and each of its
Subsidiaries are, in compliance with all applicable Environmental Laws except
where the failure to be in compliance, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect; (ii) the Borrower
and each of its Subsidiaries has obtained and will continue to maintain all such
Environmental Permits, and all such Environmental Permits are in good standing
and the Borrower and its Subsidiaries are in compliance with all terms and
conditions of such Environmental Permits, except where failure to so obtain,
maintain or comply, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect; (iii) neither the Borrower nor any
of its Subsidiaries nor any of their present or past properties or operations
(whether owned or leased) is subject to: (A) any Environmental Claim or other
written claim, request for information, or agreement from or with any
Governmental Authority or Person related to any violation of, non-compliance
with or liability arising under Environmental Laws or Environmental Permits to
the extent any of the foregoing could reasonably be expected to have a Material
Adverse Effect, (B) any pending or, to the knowledge of the Borrower, threatened
judicial or administrative proceeding, action, suit or investigation related to
any Environmental Laws or Environmental Permits which could reasonably be
expected to have a Material Adverse Effect, (C) any Remedial Action which if not
taken could reasonably be expected to have a Material Adverse Effect or (D) any
liabilities, obligations or costs arising from the Release or threat of a
Release of Hazardous Materials into the environment regardless of whether the
Release or threat of a Release is occurring on the Borrower's or any of its
Subsidiaries' present or past properties (whether owned or leased) or at any
other location, in each case where such Release or threat of a Release could
reasonably be expected to have a Material Adverse Effect; (iv) neither the
Borrower nor any of its Subsidiaries has received any written notice or claim to
the effect that the Borrower or any of its Subsidiaries is or may be liable to
any Person as a result of the Release or threat of a Release of Hazardous
Materials into the environment, which notice or claim could reasonably be
expected to result in a Material Adverse Effect, and (v) no Environmental Lien
has attached to any property (whether owned or leased) of the Borrower or of any
of its Subsidiaries which could reasonably be expected to have a Material
Adverse Effect, nor are there any facts or circumstances currently known to the
Borrower or any of its Subsidiaries that may reasonably be expected to give rise
to such an Environmental Lien.


                                      -99-
<PAGE>   110


Section 6.18.     LABOR RELATIONS.

Neither the Borrower nor any of its Subsidiaries is engaged in any unfair labor
practice that could reasonably be expected to have a Material Adverse Effect.
Except as disclosed on SCHEDULE 6.6, there is (i) no significant unfair labor
practice complaint pending against the Borrower or any of its Subsidiaries or,
to the knowledge of the Borrower, threatened against any of them before the
National Labor Relations Board or appropriate national court or other forum, and
no significant grievance or significant arbitration proceeding arising out of or
under any collective bargaining agreement is so pending against the Borrower or
any of its Subsidiaries or, to the knowledge of the Borrower, threatened against
any of them, (ii) no significant strike, labor dispute, slowdown or stoppage is
pending against the Borrower or any of its Subsidiaries or, to the knowledge of
the Borrower, threatened against the Borrower or any of its Subsidiaries and
(iii) to the knowledge of the Borrower, no question concerning union
representation exists with respect to the employees of the Borrower or any of
its Subsidiaries except (with respect to any matter specified in clause (i),
(ii) or (iii) above, either individually or in the aggregate) such as could
reasonably be expected to have a Material Adverse Effect.

Section 6.19.     INTELLECTUAL PROPERTY, LICENSES, FRANCHISES AND FORMULAS.

The Borrower and its Subsidiaries owns or holds licenses or other rights to or
under all of the patents, patent applications, trademarks, service marks,
trademark and service mark registrations and applications therefor, trade names,
copyrights, copyright registrations and applications therefor, trade secrets,
proprietary information, computer programs or data bases (collectively,
"INTELLECTUAL PROPERTY") except where the failure to own or hold such
Intellectual Property could not reasonably be expected to result in a Material
Adverse Effect, and has obtained assignments of all franchises, licenses and
other rights of whatever nature, regarding Intellectual Property necessary for
the present conduct of its business, without any known conflict with the rights
of others, except such conflicts which could not reasonably be expected to have
a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has
knowledge of any existing or threatened claim by any Person contesting the
validity, enforceability, use or ownership of the Intellectual Property which
could reasonably be expected to have a Material Adverse Effect, or of any
existing state of facts that would support a claim that use by the Borrower or
any of its Subsidiaries of any such Intellectual Property has infringed or
otherwise violated any proprietary rights of any other Person which could
reasonably be expected to have a Material Adverse Effect. To the knowledge of
the Borrower or its Subsidiaries, no litigation, action, suit, investigation or
other arbitral, administrative or judicial proceeding is pending or has been
threatened by any Person against the Borrower or any Subsidiary (or any licensor
of any patent or other intellectual property or property right) with respect to
any patent or other intellectual property or property right that could adversely
affect the Borrower's or any of its Subsidiaries' right to utilize any material
technology in its production operations.

Section 6.20.     CERTAIN FEES.

Except as disclosed to the Agents prior to the Effective Date, no broker's or
finder's fees or commissions or any similar fees or commissions will be payable
by the Borrower or any of its


                                     -100-
<PAGE>   111

Subsidiaries with respect to the incurrence and maintenance of the Obligations,
any other transaction contemplated by the Documents or any services rendered in
connection with such transactions.

Section 6.21.     SECURITY DOCUMENTS.

                  (a) SECURITY AGREEMENT COLLATERAL. The provisions of the
Security Agreements upon execution and delivery thereof are effective to create
in favor of the Collateral Agent for the benefit of the Secured Parties a legal,
valid and enforceable security interest in all right, title and interest of the
applicable Credit Party in the Collateral (other than the Collateral described
in the Mortgages) owned by such Credit Party, and the Security Agreements,
together with the filings of Form UCC-1 (or other similar filing, if any) in all
relevant jurisdictions and delivery of all possessory collateral create a first
lien on, and security interest in (or similar interest in respect of), all
right, title and interest of the Borrower and such Credit Parties in all of the
Collateral described therein, subject to no other Liens other than Permitted
Liens. All such Liens have been or, upon the filing of the financing statements
delivered on the Initial Borrowing Date, will be fully perfected Liens (or
similar legal status). The recordation in the United States Patent and Trademark
Office and in the United States Copyright Office of assignments for security
made pursuant to the Security Agreements will be effective, under Federal law,
to perfect the security interest granted to the Collateral Agent for the benefit
of the Secured Parties in the trademarks, patents and copyrights covered by such
the Security Agreements. Each Credit Party has good and marketable title to, or
rights in, all Security Agreement Collateral, free and clear of all Liens except
Permitted Liens.

                  (b) PLEDGED SECURITIES. The security interests created in
favor of the Collateral Agent, as pledgee for the benefit of the Secured Parties
under the Pledge Agreements, constitute perfected security interests in the
Pledged Securities, if any, subject to no security interests of any other
Person. No filings or recordings are required in order to perfect the security
interests created in the Pledged Securities under the Pledge Agreement other
than with respect to filings required by applicable foreign law and UCC
financing statements with respect to uncertificated Pledged Securities.

                  (c) REAL ESTATE COLLATERAL. The Mortgages, upon filing, will
create, as security for the obligations purported to be secured thereby, a valid
and enforceable (and upon the due recording thereof under applicable law)
perfected security interest in and Lien on all of the Mortgaged Property
(including, without limitation, all fixtures and improvements relating to such
Mortgaged Property and affixed or added thereto on or after the Initial
Borrowing Date) in favor of the Collateral Agent (or such other agent or trustee
as may be named therein) for the benefit of the Secured Parties, superior to and
prior to the rights of all third Persons (except that the security interest
created in the Mortgaged Property may be subject to the Permitted Liens related
thereto). SCHEDULE 6.21(c) contains a true and complete list of the street
address (or such other identifying information as is acceptable to the
Administrative Agent) for each parcel of real property owned or leased by the
Borrower and its Subsidiaries in the United States, other jurisdiction in which
a material plant is located and the type of interest therein held by the
Borrower or such Subsidiary. The Borrower or a Subsidiary of the Borrower has
good and marketable title to all Mortgaged


                                     -101-
<PAGE>   112

Property free and clear of all Liens except those described in the first
sentence of this SECTION 6.21(c) or as otherwise may be acceptable to the
Administrative Agent.

Section 6.22.     DOCUMENTS.

                  (a) The Borrower has on or prior to the Initial Borrowing Date
delivered to the Administrative Agent true, correct and complete copies of the
Transaction Documents entered into by the Borrower or any Subsidiary on or
before the Initial Borrowing Date in connection with the Transaction and, with
respect to any such Transaction Document entered into after the Effective Date,
the terms thereof shall be reasonably satisfactory to the Administrative Agent.
The Borrower and each of its Subsidiaries have, concurrently with the execution
and delivery of this Agreement or will have by the Initial Borrowing Date,
consummated the transactions contemplated by the Documents pursuant thereto, and
the Documents set forth the entire agreement among the parties thereto with
respect to the subject matter thereof. No party to the Transaction Documents has
waived the fulfillment of any material condition precedent set forth therein to
the consummation of the transactions contemplated thereby, no party is in
default or has failed to perform any of its material obligations thereunder or
under any material instrument or document executed and delivered in connection
therewith.

                  (b) All representations and warranties of the Borrower set
forth in the Documents were true and correct in all material respects (taken as
a whole) at the time as of which such representations and warranties were made
or deemed made and as of the Initial Borrowing Date.

Section 6.23.     INTERCOMPANY NOTES.

Upon execution and delivery thereof, the Intercompany Notes constitute legal,
valid and binding obligations of the Persons party thereto (except to the extent
that the enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws generally affecting
creditors' rights and by equitable principles (regardless of whether enforcement
is sought in equity or at law)) and are in full force and effect.

Section 6.24.     AEROJET SETTLEMENT AGREEMENT.

The Aerojet Settlement Agreement is in full force and effect on the Closing
Date, no party thereto has opted out of the Aerojet Settlement Agreement, no
Governmental Authority party thereto has any defense to its obligations
thereunder or to the terms thereof, and there are no facts and circumstances
known to the Borrower or any of its Subsidiaries that would reasonably be
expected to void or otherwise render invalid the Aerojet Settlement Agreement or
that would allow any Governmental Authority party to avoid its obligations
thereunder.



                                     -102-
<PAGE>   113

                                  ARTICLE VII

                              AFFIRMATIVE COVENANTS

                  The Borrower hereby agrees that, so long as any of the
Commitments remain in effect, or any Loan or LC Obligation remains outstanding
and unpaid or any other amount is owing to any Lender or the Administrative
Agent hereunder, the Borrower shall:

Section 7.1.      FINANCIAL STATEMENTS. Furnish, or cause to be furnished, to
                  each Lender:

                  (a) QUARTERLY FINANCIAL STATEMENTS. Within forty-five (45)
days after the end of each of the first three Fiscal Quarters of each Fiscal
Year of the Borrower, unaudited financial statements consisting of a
consolidated and consolidating balance sheet and statement of stockholders'
equity of the Borrower and its Subsidiaries as at the end of such quarter and
consolidated and consolidating statements of income and cash flows of the
Borrower and its Subsidiaries for such quarter and for the Fiscal Year through
such quarter, all in reasonable detail and certified on behalf of the Borrower
by a Responsible Officer of the Borrower as having been prepared in accordance
with generally accepted accounting principles consistently applied (other than
for normal year-end adjustments and, unless then required by the Borrower's
reporting obligations to the Securities and Exchange Commission or by generally
accepted accounting principles, footnote disclosure).

                  (b) ANNUAL FINANCIAL STATEMENTS. Within ninety (90) days after
the end of each Fiscal Year of the Borrower, financial statements consisting of
a consolidated and consolidating balance sheet and statement of stockholder's
equity of the Borrower and its Subsidiaries as at the end of such Fiscal Year
and consolidated and consolidating statements of income and cash flows of the
Borrower and its Subsidiaries for such Fiscal Year, certified (without adverse
opinions, scope limitations or qualifications with respect to departures from
generally accepted, accounting principles other than departures (x) which are
not material, (y) which will not cause the financial statements to fail to meet
the requirements of the Securities and Exchange Commission for financial
information to be contained or incorporated by reference in registration
statements, and (z) which do not cause the financial statements to fail to
accurately reflect the financial condition of the Borrower without qualification
as to scope of examination by independent public accountants of recognized
national standing and reputation selected by the Borrower).

                  (c) ANNUAL SCHEDULE OF INTERCOMPANY NOTES. As soon as
available, but in any event within 90 days after the end of each Fiscal Year of
the Borrower an unaudited schedule of Intercompany Notes as at the end of such
year, separately presenting the Foreign Intercompany Notes, all indebtedness
permitted under SECTION 8.2 (including overdraft facilities) and cash balances,
for each consolidated Subsidiary with total assets in excess of $20,000,000 as
at the end of such period.


                                     -103-
<PAGE>   114

Section 7.2.      CERTIFICATES; OTHER INFORMATION.

                  Furnish to each Lender (or, if specified below, to the
Administrative Agent):

                  (a) ACCOUNTANT'S CERTIFICATES. Concurrently with the delivery
of the financial statements referred to in SECTION 7.1(b), (i) a certificate
from Ernst & Young LLP or other independent certified public accountants of
nationally recognized standing, stating that, in the course of their annual
audit of the books and records of the Borrower and its Subsidiaries, no Event of
Default or Unmatured Event of Default has come to their attention which was
continuing at the end of such Fiscal Year or on the date of their certificate,
or if such an Event of Default or Unmatured Event of Default has come to their
attention, the certificate shall indicate the nature of such Event of Default or
Unmatured Event of Default; and (ii) a letter, in form satisfactory to the
Administrative Agent from such accountants with respect to reliance on such
accountant's certificate and report on the annual consolidated financial
statements referred to in this SECTION 7.2(a).

                  (b) OFFICER'S CERTIFICATES. Concurrently with the delivery of
the financial statements referred to in SECTIONS 7.1(a) and 7.1(b), a
certificate of a Responsible Financial Officer substantially in the form of
EXHIBIT 7.2(b) stating that, to the best of such officer's knowledge, (i) such
financial statements present fairly, in accordance with GAAP, the financial
condition and results of operations of the Borrower and its Subsidiaries for the
period referred to therein (subject, in the case of interim statements, to
normal recurring adjustments), (ii) no Event of Default or Unmatured Event of
Default has occurred, except as specified in such certificate and, if so
specified, the action which the Borrower proposes to take with respect thereto,
which certificate shall set forth detailed computations to the extent necessary
to establish the Borrower's compliance with the covenants set forth in ARTICLE
IX of this Agreement and (iii) setting forth the then current outstanding amount
of each Intercompany Loan;

                  (c) AUDIT REPORTS AND STATEMENTS. Promptly following the
Borrower's receipt thereof, copies of all consolidated financial or other
consolidated reports or statements, if any, submitted to the Borrower or any of
its Subsidiaries by independent public accountants relating to any annual or
interim audit of the books of the Borrower or any of its Subsidiaries;

                  (d) MANAGEMENT LETTERS. Promptly after receipt thereof, a copy
of any "management letter" received by the Borrower or any of its Subsidiaries
from its certified public accountants;

                  (e) PROJECTIONS. As soon as available and in any event within
sixty (60) days following the first day of each Fiscal Year of the Borrower,
projections (prepared on a business segment basis) in form satisfactory to the
Administrative Agent and the Required Lenders covering the period from such
Fiscal Year through the next two Fiscal Years prepared in reasonable detail,
with appropriate presentation and discussion of the principal assumptions upon
which such projections are based, which shall be accompanied by the statement of
the chief executive officer or Responsible Financial Officer of the Borrower to
the effect that, to the best


                                     -104-
<PAGE>   115

of his knowledge, such projections are a reasonable estimate for the periods
respectively covered thereby;

                  (f) PUBLIC FILINGS. Within 20 days after the same become
public, copies of all financial statements and reports which the Borrower may
make to, or file with the SEC or any successor or analogous Governmental
Authority;

                  (g) INSURANCE. Prior to the Initial Borrowing Date, the
Borrower shall have delivered to the Administrative Agent evidence of insurance
complying with the requirements of SECTION 7.8 for the business and properties
of the Borrower and its Subsidiaries, in form reasonably satisfactory to the
Administrative Agent and the Required Lenders, and naming the Administrative
Agent as an additional insured, mortgagee and/or loss payee, and stating that
such insurance shall not be canceled or revised without 30 days' prior written
notice by the insurer to the Administrative Agent;

                  (h) INSURANCE INFORMATION. The Borrower shall deliver to the
Administrative Agent information concerning insurance at the times and in the
manner specified in SECTION 7.8;

                  (i) ENVIRONMENTAL REPORT. Concurrently with the delivery of
the financial statements referred to in SECTIONS 7.1(a) and 7.l (b), a report of
the Borrower (i) with respect to the environmental matters affecting the
Borrower and the Subsidiaries in the form set forth in the 10-K or Form 10-Q, as
applicable, of the Borrower relating to such fiscal period as to which the
financial statements being concurrently delivered therewith pertain; PROVIDED,
HOWEVER, that to the extent the Borrower becomes aware of any potential
Environmental Claim or threat of judicial or administrative action regarding an
Environmental Claim, the Borrower shall include in such report such information
as the Borrower may have regarding such matter even if all facts regarding such
matter are not known or the potential liability is not quantifiable and (ii) as
to the progress of the Borrower and applicable Subsidiaries in connection with
obtaining the environmental permits and making the declarations detailed in the
post-closing agreement dated as of the Closing Date between the Borrower and the
Administrative Agent, and the Borrower shall further provide to the
Administrative Agent copies of any environmental audit reports to be prepared by
or on behalf of the Borrower or any Subsidiary and shall, as part of such
report, provide a status report to the Administrative Agent as to any material
environmental issues, liabilities or compliance costs identified in such audit
reports; and

                  (j) OTHER REQUESTED INFORMATION. Such other information
respecting the respective properties, business affairs, financial condition
and/or operations of the Borrower or any of its Subsidiaries as the
Administrative Agent or any Lender (through the Administrative Agent) may from
time to time reasonably request.

Section 7.3.      NOTICES.

Promptly and in any event within three (3) Business Days in the case of CLAUSES
(a), (d), (e), (f) and (h) below, 15 days in the case of CLAUSES (b) and (c)
below, or one Business Day in the case of CLAUSE (g) below after an officer of
the Borrower or of any of its Subsidiaries obtains


                                     -105-
<PAGE>   116

knowledge thereof, give written notice to the Administrative Agent (which shall
promptly provide a copy of such notice to each Lender) of:

                  (a) EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT. The
occurrence of any Event of Default or Unmatured Event of Default, accompanied by
a statement of a Responsible Financial Officer setting forth details of the
occurrence referred to therein and stating what action the Borrower proposes to
take with respect thereto.

                  (b) LITIGATION AND RELATED MATTERS. The commencement of, or
any material development in, any action, suit, proceeding or investigation
affecting the Borrower or any of its Subsidiaries or any of their respective
properties before any arbitrator or Governmental Authority, (i) in which the
amount involved that the Borrower reasonably determines is not covered by
insurance or other indemnity arrangement is $10,000,000 or more, (ii) with
respect to any Document or any material Indebtedness of the Borrower or any of
its Subsidiaries or (iii) which, if determined adversely to the Borrower or any
of its Subsidiaries, could reasonably be expected to have a Material Adverse
Effect.

                  (c) ENVIRONMENTAL.

                      (i) The occurrence of one or more of the following, to the
extent that any of the following, if adversely determined, could reasonably be
expected to have a Material Adverse Effect: (A) written notice of an
Environmental Claim or written notice or request for information to the effect
that the Borrower or any of its Subsidiaries is or may be liable to any Person
as a result of the presence of or the Release or threat of a Release of any
Hazardous Materials into the environment; (B) written notice that the Borrower
or any of its Subsidiaries is subject to investigation by any Governmental
Authority evaluating whether any Remedial Action is needed to respond to the
presence or to the Release or threat of a Release of any Hazardous Materials
into the environment; (C) written notice that any property, whether presently
owned or leased by, or operated on behalf of, the Borrower or its Subsidiaries
is subject to an Environmental Lien; (D) written notice of violation to the
Borrower or any of its Subsidiaries of any Environmental Laws or Environmental
Permits by the Borrower or any of its Subsidiaries, or (E) commencement or
written threat of any judicial or administrative proceeding alleging a violation
of or liability under any Environmental Laws or Environmental Permits.

                      (ii) Upon written request by the Administrative Agent, the
Borrower shall promptly submit to the Administrative Agent and the Lenders a
report providing an update of the status of each environmental, health or safety
compliance, hazard or liability issue identified in any notice or report
required pursuant to clause (i) above and any other environmental, health and
safety compliance obligation, remedial obligation or liability that could
reasonably be expected to have a Material Adverse Effect. All such notices shall
describe in reasonable detail the nature of the Environmental Claim, notice,
request for information, proceeding investigation, condition, occurrence or
removal or Remedial Action and the Borrower's or such Subsidiary's response
thereto.


                                     -106-
<PAGE>   117

                      (d) NOTICE OF CHANGE OF CONTROL. Each occasion that any
Change of Control shall occur and such notice shall set forth in reasonable
detail the particulars of each such occasion.

                      (e) NOTICES UNDER TRANSACTION DOCUMENTS. Promptly
following the receipt or delivery thereof, copies of any material demands,
notices or documents received or delivered by the Borrower or any Subsidiary of
the Borrower outside of the ordinary course of business under or pursuant to the
Transaction Documents, any material joint venture agreement and any other
material agreement from time to time identified by the Administrative Agent.

                      (f) AEROJET SETTLEMENT AGREEMENT. Any notice or any other
communication received with respect to or pursuant to the Aerojet Settlement
Agreement concerning any party's election to opt out of or otherwise not to
comply with the terms thereof or to propose any material modifications thereof.

                      (g) INSOLVENCY PROCEEDINGS. A meaningful threat of or
notice in respect of any insolvency proceeding involving any Foreign Subsidiary.

                      (h) JV TRANSACTION. Any event or circumstance which gives
rise to any proposed exercise of any put or call of any equity interest under
any JV Document, including without limitation any GenCorp Put, Drag Along
Transaction or Holdco Put.

Section 7.4.      CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE.

Continue to engage in business of the same general type as now conducted by it
and preserve, renew and keep in full force and effect its and each Subsidiary's
corporate existence and take all reasonable action to maintain all rights,
privileges and franchises material to its and those of each of its Subsidiaries'
businesses except to the extent that failure to take any such action could not
in the aggregate reasonably be expected to have a Material Adverse Effect or as
otherwise permitted pursuant to SECTIONS 8.3 and comply and cause each of its
Subsidiaries to comply with all Requirements of Law (excluding Environmental
Laws which are governed by SECTION 7.9) except to the extent that failure to
comply therewith would not in the aggregate reasonably be expected to have a
Material Adverse Effect.

Section 7.5.      PAYMENT OF OBLIGATIONS.

Pay or discharge or otherwise satisfy at maturity or, to the extent permitted
hereby, prior to maturity or before they become delinquent, as the case may be,
and cause each of its Subsidiaries to pay or discharge or otherwise satisfy at
or before maturity or before they become delinquent, as the case may be:

                      (i) all material taxes, assessments and governmental
charges or levies imposed upon any of them or upon any of their income or
profits or any of their respective properties or assets prior to the date on
which penalties attach thereto; and


                                     -107-
<PAGE>   118

                      (ii) all lawful claims prior to the time they become a
Lien (other than Permitted Liens) upon any of their respective properties or
assets; PROVIDED, HOWEVER, that neither the Borrower nor any of its Subsidiaries
shall be required to pay or discharge any such material tax, assessment, charge,
levy or claim while the same is being contested by it in good faith and by
appropriate proceedings diligently pursued so long as the Borrower or such
Subsidiary, as the case may be, shall have set aside on its books adequate
reserves in accordance with GAAP (segregated to the extent required by GAAP)
with respect thereto and title to any material properties or assets is not
jeopardized in any material respect.

Section 7.6.      INSPECTION OF PROPERTY, BOOKS AND RECORDS.

Keep, or cause to be kept, and cause each of its Subsidiaries to keep or cause
to be kept, adequate records and books of account, in which complete entries are
to be made reflecting its and their business and financial transactions, such
entries to be made in accordance with sound accounting principles consistently
applied and permit, and cause each of its Subsidiaries to permit, any Lender or
its respective representatives, at any reasonable time, and from time to time at
the reasonable request of such Lender made to the Borrower and upon reasonable
notice, to visit and inspect its and their respective properties, to examine and
make copies of and take abstracts from its and their respective records and
books of account, and to discuss its and their respective affairs, finances and
accounts with its and their respective principal officers, directors and
independent public accountants (and by this provision the Borrower authorizes
such accountants to discuss with the Lenders and such representatives the
affairs, finances and accounts of the Borrower and its Subsidiaries).

Section 7.7.      ERISA.

                      (i) As soon as practicable and in any event within ten
(10) days after the Borrower or any of its Subsidiaries or ERISA Affiliates
knows or has reason to know that a Reportable Event has occurred with respect to
any Plan, deliver, or cause such Subsidiary or ERISA Affiliate to deliver, to
the Administrative Agent a certificate of a Responsible Officer of the Borrower
or such Subsidiary or ERISA Affiliate, as the case may be, setting forth the
details of such Reportable Event and the action, if any, which the Borrower or
such Subsidiary or ERISA Affiliate is required or proposes to take, together
with any notices required or proposed to be given; (ii) upon the request of any
Lender made from time to time, deliver, or cause each Subsidiary or ERISA
Affiliate to deliver, to each Lender a copy of the most recent actuarial report
and annual report completed with respect to any Plan; (iii) as soon as possible
and in any event within ten (10) days after the Borrower or any of its
Subsidiaries or ERISA Affiliates knows or has reason to know that any of the
following have occurred or is reasonably likely to occur with respect to any
Plan: (A) such Plan has been terminated, reorganized, petitioned or declared
insolvent under Title IV of ERISA, (B) the Plan Sponsor intends to terminate
such Plan, (C) the PBGC has instituted or will institute proceedings under
Section 515 of ERISA to collect a delinquent contribution to such Plan or under
Section 4042 of ERISA to terminate such Plan, (D) that an accumulated funding
deficiency has been incurred or that an application has been made to the
Secretary of the Treasury for a waiver or modification of the minimum funding
standard (including any required installment payments) or an extension of any
amortization period under


                                     -108-
<PAGE>   119

Section 412 of the Code, or (E) that the Borrower, or any Subsidiary of the
Borrower or any ERISA Affiliate will incur any material liability (including,
but not limited to, contingent or secondary liability) to or on account of the
termination of or withdrawal from a Plan under Section 401(a)(29), 4971 or 4975
of the Code or Section 409 or 502(1) of ERISA, deliver, or cause such Subsidiary
or ERISA Affiliate to deliver, to the Administrative Agent a written notice
thereof; and (iv) as soon as possible and in any event within thirty (30) days
after the Borrower or any of its Subsidiaries or ERISA Affiliates knows or has
reason to know that any of them has caused a complete withdrawal or partial
withdrawal (within the meaning of Sections 4203 and 4205, respectively, of
ERISA) from any Multiemployer Plan, deliver, or cause such Subsidiary or ERISA
Affiliate to deliver, to the Administrative Agent a written notice thereof. For
purposes of this SECTION 7.7, the Borrower shall be deemed to have knowledge of
all facts known by the Plan Administrator of any Plan of which the Borrower is
the Plan Sponsor, and each Subsidiary and ERISA Affiliate of the Borrower shall
be deemed to have knowledge of all facts known by the Plan Administrator of any
Plan of which such Subsidiary or ERISA Affiliate, respectively, is a Plan
Sponsor. In addition to its other obligations set forth in this ARTICLE VII, the
Borrower shall, and shall cause each of its Subsidiaries and ERISA Affiliates
to:

                          (A) provide the Administrative Agent with prompt
written notice, with respect to any Plan, of any failure to satisfy the minimum
funding standard requirements of Section 412 of the Code,

                          (B) furnish to the Administrative Agent, promptly
after delivery of the same to the PBGC, a copy of any delinquency notice
pursuant to Section 412(n)(4) of the Code,

                          (C) correct any such failure to satisfy funding
requirements or delinquency referred to in the foregoing clauses (A) and (B)
within ninety (90) days after the occurrence thereof, except where the failure
to so satisfy would not reasonably be expected to have a Material Adverse
Effect;

                          (D) comply in good faith in all material respects with
the requirements set forth in Section 4980B of the Code and with Sections 601(a)
and 606 of ERISA;

                          (E) at the request of any Lender, deliver to such
Lender (and a copy to the Administrative Agent) a complete copy of the most
recent annual report (Form 5500) of each Plan required to be filed with the
Internal Revenue Service; and

                          (F) at the request of any Lender, deliver to such
Lender (and a copy to the Administrative Agent) copies of the most recent annual
reports received by the Borrower or any Subsidiary of the Borrower or any ERISA
Affiliate with respect to any Plan or Foreign Pension Plan no later than ten
(10) days after the date of such request.


                                     -109-
<PAGE>   120

Section 7.8.      MAINTENANCE OF PROPERTY; INSURANCE.

                      (i) Keep, and cause each of its Subsidiaries to keep, all
property (including, but not limited to, equipment) useful and necessary for its
business in good working order and condition, normal wear and tear and damage by
casualty excepted, subject to SECTION 8.3(b), (ii) maintain, and shall cause
each of its Subsidiaries to maintain insurance with respect to its material
properties and business against loss or damage of the kinds customarily insured
against by Persons engaged in the same or similar business, of such types and in
such amounts as are customarily carried under similar circumstances by such
other Persons. Such insurance shall be maintained with financially sound and
reputable insurers, except that a portion of such insurance program (not to
exceed that which is customary in the case of companies engaged in the same or
similar business or having similar properties similarly situated) may be
effected through self-insurance, provided adequate reserves therefor, in
accordance with GAAP, are maintained. All insurance policies or certificates (or
certified copies thereof) with respect to such insurance (A) shall be endorsed
to the Administrative Agent's reasonable satisfaction for the benefit of the
Lenders (including, without limitation, by naming the Administrative Agent as
loss payee or additional insured, as appropriate); and (B) shall state that such
insurance policy shall not be canceled or revised without thirty days' prior
written notice thereof by the insurer to the Administrative Agent and (iii)
furnish to the Administrative Agent, on the Initial Borrowing Date and on the
date of delivery of each annual financial statement, full information as to the
insurance carried. At any time that insurance at levels described in SCHEDULE
7.8 is not being maintained by or on behalf of the Borrower or any of its
Subsidiaries, the Borrower will notify the Lenders in writing within ten (10)
Business Days thereof and, if thereafter notified by the Administrative Agent or
the Required Lenders to do so, the Borrower or any such Subsidiary, as the case
may be, shall obtain insurance at such levels at least equal to those set forth
on SCHEDULE 7.8.

Section 7.9.      ENVIRONMENTAL LAWS.

                  (a) Materially comply with and will cause each of its
Subsidiaries, tenants and subtenants to materially comply with, all
Environmental Laws and obtain and comply in all material respects with and
maintain, and take reasonable steps to ensure that all tenants and subtenants
obtain and comply in all material respects with and maintain, any and all
Environmental Permits.

                  (b) Take and shall cause each of its Subsidiaries to take,
prompt and appropriate action as required by Environmental Laws to fully respond
to any material non-compliance with all Environmental Laws or Environmental
Permits or to any material Release or threat of a material Release of Hazardous
Materials, in each case, in compliance with Environmental Laws, and upon request
from the Administrative Agent, shall regularly report to the Administrative
Agent on such response. Without limiting the generality of the foregoing,
whenever the Administrative Agent or any Lender has a reasonable basis to
believe that the Borrower is not in material compliance with applicable
Environmental Laws or Environmental Permits or that any property of the Borrower
or its Subsidiaries (whether owned or leased), or any property to which
Hazardous Materials generated by the Borrower or its Subsidiaries have


                                     -110-
<PAGE>   121

come to be located ("OFFSITE PROPERTY") has or may become contaminated or
subject to an order or decree such that any non-compliance, contamination or
order or decree could reasonably be expected to have a Material Adverse Effect,
then, to the extent the Borrower has the legal right to do so, the Borrower
agrees to, at the Administrative Agent's request and the Borrower's sole
expense: (i) cause an independent environmental engineer reasonably acceptable
to the Administrative Agent to conduct such studies, evaluations,
investigations, or tests of the site where the alleged or actual non-compliance
or contamination has occurred and prepare and deliver to the Administrative
Agent, the Lenders and the Borrower a report(s) reasonably acceptable to the
Administrative Agent setting forth the results of such studies, evaluations,
investigations, or tests, the Borrower's proposed plan and schedule for
responding to any environmental problems described therein, and the Borrower's
estimate of the costs thereof, and (ii) provide the Administrative Agent, the
Lenders and the Borrower a supplemental report(s) of such engineer whenever the
scope of the environmental problems or the Borrower's response thereto or the
estimated costs thereof, shall materially change. Notwithstanding the above, the
Borrower shall not be obligated (other than as required by applicable law) to
undertake any tests or remediation at any Offsite Property that (x) is not owned
or operated by the Borrower or any of its Subsidiaries and (y) where Hazardous
Materials generated by persons other than the Borrower or any of its
Subsidiaries have also come to be located.

                  (c) Defend, indemnify and hold harmless the Administrative
Agent and the Lenders, and their respective employees, the Administrative
Agents, officers and directors, from and against any and all Environmental
Claims or any demands, penalties, fines, liabilities, settlements, damages,
costs and expenses of whatever kind or nature known or unknown, contingent or
otherwise, arising out of, or in any way relating to the violation of,
noncompliance with or liability under, any Environmental Law applicable to the
operations of the Borrower, any of its Subsidiaries or their respective
properties (whether currently or formerly owned, leased or operated), or any
orders, requirements or demands of Governmental Authorities related thereto,
including, without limitation, attorneys' and consultants' fees, investigation
and laboratory fees, costs arising from any Remedial Actions, court costs and
litigation expenses, except to the extent that any of the foregoing arise out of
the gross negligence or willful misconduct of the party seeking indemnification
therefor. The agreements in this SECTION 7.9(c) shall survive repayment of the
Notes and all other Obligations.

Section 7.10.     USE OF PROCEEDS.

Use all proceeds of the Loans as provided in SECTION 6.8.

Section 7.11.     INTEREST RATE PROTECTION.

No later than 150 days (the "HEDGE DATE") following the Initial Borrowing Date,
enter into and maintain arrangements acceptable to the Administrative Agent
which have the effect of establishing a fixed or maximum interest rate
reasonably acceptable to the Administrative Agent for an aggregate notional
principal amount of Indebtedness equal to at least 50% of the outstanding Term A
Loans and Term B Loans for a period of at least three (3) years; PROVIDED,
HOWEVER, that if as of the Hedge Date, (A) the Borrower has repaid in full all
principal and


                                     -111-
<PAGE>   122

interest on the Term B Loans and no amounts remain outstanding to any Term B
Lender with respect to the Term B Loans and (B) the Leverage Ratio of the
Borrower, calculated for the Test Period ending on the last day of the most
recently ended Fiscal Quarter, is less than 2.00 to 1.00, this SECTION 7.11
shall not apply to the Borrower or its Subsidiaries.

Section 7.12.     ADDITIONAL SECURITY; FURTHER ASSURANCES.

                  (a) AGREEMENT TO GRANT ADDITIONAL SECURITY. Promptly, and in
any event within 30 days after the acquisition by the Borrower or any Material
Subsidiary of assets or real or personal property or leasehold interests of the
type that would have constituted Collateral on the date hereof, in each case in
which the Collateral Agent or the Administrative Agent does not have a perfected
security interest under the Security Documents and within 30 days after request
by the Administrative Agent with respect to any other after acquired collateral
deemed material by the Administrative Agent or Required Lenders (the "ADDITIONAL
COLLATERAL"), the Borrower will, and will cause each of its respective Material
Subsidiaries to, take all necessary action, including (i) the filing of
appropriate financing statements under the provisions of the UCC, applicable
foreign, domestic or local laws, rules or regulations in each of the offices
where such filing is necessary or appropriate to grant the Collateral Agent or
the Administrative Agent for the benefit of the Secured Parties pursuant to the
Security Agreement a perfected Lien (subject only to Permitted Liens) in such
Collateral pursuant to and to the full extent required by the Security Documents
and this Agreement and (ii) with respect to real estate, the execution of a
Mortgage, the obtaining of title insurance policies or indemnification
agreements satisfactory to the Administrative Agent, title surveys, Mortgage
Policies and real estate appraisals satisfying the Requirements of Law.

                  (b) ADDITIONAL SUBSIDIARY GUARANTORS. The Borrower agrees to
cause each new Material Domestic Subsidiary established or created in accordance
with this Agreement to execute and deliver the Subsidiary Guaranty (or a
supplement thereto) promptly, and in any event, within 30 days of such Person's
having become a Material Domestic Subsidiary.

                  (c) PLEDGE OF NEW SUBSIDIARY STOCK. The Borrower agrees to
pledge (or cause its Subsidiaries to pledge) (i) all of the Capital Stock of
each new Material Domestic Subsidiary and any Subsidiary owning the Stock of a
Material Domestic Subsidiary, and (ii) 65% of the Capital Stock of each new
Material Foreign Subsidiary and 65% of the Capital Stock of any Subsidiary
owning the Stock of Material Foreign Subsidiary established, acquired or created
after the Initial Borrowing Date to the Collateral Agent for the benefit of the
Secured Parties pursuant to the Pledge Agreements promptly, and in any event,
within 30 days of the creation or acquisition of such new Subsidiary.

                  (d) GRANT OF SECURITY BY NEW SUBSIDIARIES. Subject to the
provisions of SECTIONS 7.12(a) and 7.12(c), the Borrower will promptly and, in
any event, within 30 days of the establishment, acquisition or creation of a
Material Subsidiary, cause each Material Domestic Subsidiary and each Material
Foreign Subsidiary (but only to the extent reasonably requested by the
Administrative Agent) established or created in accordance with SECTION 8.7 to
grant to the Collateral Agent for the benefit of the Secured Parties a first
priority Lien (subject to Permitted


                                     -112-
<PAGE>   123

Liens) on all property (tangible and intangible) of such Material Subsidiary
upon terms satisfactory in form and substance to the Administrative Agent. The
Borrower shall cause each Material Subsidiary, at its own expense, to execute,
acknowledge and deliver, or cause the execution, acknowledgment and delivery of,
and thereafter register, file or record in any appropriate governmental office,
any document or instrument reasonably deemed by the Administrative Agent to be
necessary or desirable for the creation and perfection of the foregoing Liens.
The Borrower will cause each of its Material Subsidiaries to take all action
requested by the Administrative Agent or the Required Lenders (including,
without limitation, the filing of UCC-1's) in connection with the granting of
such security interests.

                  (e) DOCUMENTATION FOR ADDITIONAL SECURITY. The security
interests required to be granted pursuant to this SECTION 7.12 shall be granted
pursuant to such security documentation satisfactory in form and substance to
the Administrative Agent and the Required Lenders and shall constitute valid and
enforceable perfected security interests prior to the rights of all third
Persons and subject to no other Liens except Permitted Liens or, in the case of
Mortgages, Permitted Real Property Encumbrances. The Additional Security
Documents and other instruments related thereto shall be duly recorded or filed
in such manner and in such places and at such times as are required by law to
establish, perfect, preserve and protect the Liens, in favor of the
Administrative Agent for the benefit of the Secured Creditors, required to be
granted pursuant to the Additional Security Document and, all taxes, fees and
other charges payable in connection therewith shall be paid in full by the
Borrower or its Subsidiaries. At the time of the execution and delivery of the
Additional Security Documents, the Borrower shall cause to be delivered to the
Administrative Agent such agreements, opinions of counsel, title surveys, real
estate appraisals satisfying any Requirements of Law, and other related
documents as may be reasonably requested by the Administrative Agent or the
Required Lenders to assure themselves that this SECTION 7.12 has been complied
with.

Section 7.13.     END OF FISCAL YEARS; FISCAL QUARTERS.

Cause each of its and its Subsidiaries' annual accounting periods to end on
November 30 of each year (each a "FISCAL YEAR"), with quarterly accounting
periods ending on February 28 (or 29, if applicable), May 31, August 31 and
November 30 of each Fiscal Year (each a "FISCAL QUARTER"), unless otherwise
required by applicable law.

Section 7.14.     FOREIGN SUBSIDIARIES SECURITY.

If, following a change in the relevant sections of the Code, the regulations and
rules promulgated thereunder and any rulings issued thereunder and at the
request of the Administrative Agent or the Required Lenders, counsel for the
Borrower acceptable to the Administrative Agent and the Required Lenders does
not within 30 days after such request deliver evidence reasonably satisfactory
to the Administrative Agent with respect to any Foreign Subsidiary that is a
Wholly-Owned Subsidiary of the Borrower that any of (i) a pledge of 66 2/3% or
more of the total combined voting power of all classes of Capital Stock of such
Foreign Subsidiary entitled to vote, (ii) the entering into by such Foreign
Subsidiary of a guaranty in substantially the form of the Subsidiary Guaranty or
(iii) the entering into by such Foreign Subsidiary of a security


                                     -113-
<PAGE>   124

agreement in substantially the form of the Security Agreement, in any case could
cause all or a portion of the earnings of such Foreign Subsidiary to be treated
as a deemed dividend to such Foreign Subsidiary's United States parent or would
otherwise violate applicable law or result in adverse tax consequences to the
Borrower or its Subsidiaries, then in the case of a failure to deliver the
evidence described in clause (i) above, that portion of such Foreign
Subsidiary's outstanding Capital Stock not theretofore pledged pursuant to the
Security Documents shall be pledged to the Administrative Agent for the benefit
of the Lenders pursuant to the Security Documents (or another pledge agreement
in substantially similar form, if needed), (ii) in the case of a failure to
deliver the evidence described in clause (ii) above, such Foreign Subsidiary
shall execute and deliver a guaranty of the Obligations of the Borrower under
the Loan Documents (subject to compliance with financial assistance laws or
similar laws applicable to such Foreign Subsidiary), and (iii) in the case of a
failure to deliver the evidence described in clause (iii) above, such Foreign
Subsidiary (subject to compliance with financial assistance laws or similar laws
applicable to such Foreign Subsidiary) shall execute and deliver a security
agreement granting the Administrative Agent for the benefit of the Lenders a
security interest in all of such Foreign Subsidiary's assets, in each case with
all documents delivered pursuant to this SECTION 7.14 to be in form and
substance reasonably satisfactory to the Administrative Agent and the Required
Lenders, but in each case, only to the extent permitted without violating
applicable law or resulting in adverse tax consequences.

Section 7.15.     CERTAIN FEES INDEMNITY.

The Borrower covenants that it will indemnify the Administrative Agent and each
Lender against and hold the Administrative Agent and each Lender harmless from
any claim, demand or liability for broker's or finder's fees or similar fees or
commissions alleged to have been incurred by third parties other than the
Lenders in connection with any of the transactions contemplated hereby.

Section 7.16.     DRAFTEX ACQUISITION DOCUMENTS.

The Borrower will, and will cause its Subsidiaries to promptly provide to the
Administrative Agent (i) drafts of any proposed amendment, modification or
supplement to the Draftex Acquisition Agreement or schedules thereto, (ii)
drafts of any document to be executed pursuant to, or in connection with, the
Draftex Acquisition Agreement, the form of which is not attached to, or deviates
in any material respect from the form attached to, the Draftex Acquisition
Agreement and (iii) any change in the structure of the transactions contemplated
by the Draftex Acquisition Documents (including, without limitation, corporate
and organizational structure, Intercompany debt and equity structure, asset and
operations structure, and the process to achieve such structures) to be effected
on or prior to the Initial Borrowing Date. The rights of the Administrative
Agent to approve any of the foregoing matters shall be governed by the express
terms of this Agreement, including, without limitation, SECTION 8.11.


                                     -114-
<PAGE>   125


Section 7.17.     REPAYMENT AND TERMINATION OF AFC CREDIT FACILITY.

If at any time AFC ceases to be a Subsidiary, immediately prior thereto, the
Borrower will, and will cause its Subsidiaries to cause, the AFC Credit Facility
to be repaid in full and all commitments thereunder to be terminated
simultaneously therewith.

Section 7.18.     MORTGAGES; MORTGAGE POLICIES; SURVEYS.

By no later than the 120th day following the Effective Date, the Administrative
Agent shall have received:

                  (a) fully executed counterparts of a deed of trust, all in
form and substance satisfactory to the Administrative Agent (the "MORTGAGE"),
which Mortgage shall cover the Real Property of the Borrower or a Material
Domestic Subsidiary or Canadian Subsidiary listed on SCHEDULE 6.21(c) and
identified as a mortgaged property (each, a "MORTGAGED PROPERTY"), together with
a recording instruction letter from Vedder, Price, Kaufman, & Kammholz or the
Borrower addressed to and accepted by the relevant title insurance company under
which such title insurance company accepts delivery of executed counterparts of
the applicable Mortgage to be promptly delivered to the appropriate recorder's
office for recording in all places to the extent necessary or desirable, in the
judgment of the Administrative Agent, to create a valid and enforceable first
priority lien on the applicable Mortgaged Property, subject only to Permitted
Liens, in favor of Collateral Agent (or such other trustee as may be required or
desired under local law) for the benefit of the Secured Parties;

                  (b) mortgagee title insurance policies issued by title
insurance companies satisfactory to the Administrative Agent (the "MORTGAGE
POLICIES") with respect to the Mortgaged Properties in amounts satisfactory to
the Administrative Agent assuring the Administrative Agent that the Mortgages
with respect to such Mortgaged Properties are valid and enforceable first
priority mortgage liens on the respective Mortgaged Properties, free and clear
of all defects, encumbrances and other Liens except Permitted Liens, and the
Mortgage Policies shall be in form and substance satisfactory to the
Administrative Agent and shall include, as appropriate, an endorsement for
future advances under this Agreement and the Notes and for any other matter that
the Administrative Agent in its discretion may request, and shall provide for
affirmative insurance and such reinsurance as the Administrative Agent in its
discretion may request;

                  (c) a survey, in form and substance satisfactory to the
Administrative Agent, of each Mortgaged Property, dated a date acceptable to the
Administrative Agent, certified by a licensed professional surveyor in a manner
satisfactory to the Administrative Agent; and

                  (d) such estoppel letters, landlord waiver letters,
non-disturbance letters and similar assurances addressed to the Collateral Agent
as may be reasonably requested by the Administrative Agent, which letters and
assurances shall be in form and substance reasonably satisfactory to the
Administrative Agent.


                                     -115-
<PAGE>   126

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

                  The Borrower hereby covenant and agree that, so long as any of
the Commitments remain in effect or any Loan or LC Obligation remains
outstanding and unpaid or any other amount is owing to any Lender or the
Administrative Agent hereunder:

Section 8.1.      LIENS.

The Borrower will not, and will not permit any of its Subsidiaries to create,
incur, assume or suffer to exist or agree to create, incur or assume any Lien
in, upon or with respect to any of its properties or assets (including, without
limitation, any securities or debt instruments of any of its Subsidiaries),
whether now owned or hereafter acquired, or assign or otherwise convey any right
to receive income to secure any obligation, except for the following Liens
(herein referred to as "PERMITTED LIENS"):

                  (a) Liens created under the Security Documents;

                  (b) Customary Permitted Liens;

                  (c) Liens on any property securing Indebtedness incurred or
assumed for the purpose of financing all or any part of the acquisition,
construction, repair or improvement cost of such property (or financing of the
purchase price within 120 days after the respective purchase of assets), and any
Lien arising out of the refinancing, extension, renewal or refunding of any
Indebtedness secured by any Lien permitted by this clause (c); PROVIDED, that
(A) any such Lien does not extend to any other property (other than accessions
and additions to the property covered thereby), (B) such Lien either exists on
the date hereof or is created in connection with the refinancing, acquisition,
construction, repair or improvement of such property as permitted by this
Agreement, (C) the indebtedness secured by any such Lien (or the Capitalized
Lease Obligation with respect to any Capitalized Lease) when incurred, (x) does
not exceed 100% of the fair market value of such assets and (y) is not less than
70% of the fair market value of such assets (unless the Administrative Agent has
a perfected second lien on such asset); and (D) the Indebtedness secured thereby
is permitted to be incurred pursuant to SECTION 8.2(d), PROVIDED that such
Indebtedness is not increased and is not secured by any additional assets;

                  (d) additional Liens incurred by the Borrower and its
Subsidiaries which do not secure Indebtedness for money borrowed so long as the
value of the property subject to such Liens, and the obligations secured
thereby, do not exceed $5,000,000 in the aggregate at any one time outstanding;

                  (e) Liens securing Indebtedness of Foreign Subsidiaries;
PROVIDED, that the amount of such Indebtedness shall not exceed $5,000,000 in
the aggregate at any one time outstanding;

                                     -116-
<PAGE>   127

                  (f) Liens existing on the date hereof listed on SCHEDULE
8.1(f) hereto and any extension, renewal or replacement thereof but only if the
principal amount of the Indebtedness (including, for purposes of this SECTION
8.1(f), any additional Indebtedness incurred pursuant to revolving commitments
in an amount not in excess of the available commitment as set forth on SCHEDULE
8.2(b) secured thereby) is not increased and such Liens do not extend to or
cover any other property or assets; and

                  (g) Liens securing Indebtedness permitted pursuant to SECTION
8.2(j), PROVIDED, that such any such Lien does not extend to any other property
(other than accessions and additions to the property secured thereby).

                  In connection with the granting of Liens of the type described
in clause (c) of this SECTION 8.1 by the Borrower or any of its Subsidiaries, at
the reasonable request of the Borrower, and at the Borrower's expense, the
Administrative Agent or the Collateral Agent shall take (and is hereby
authorized to take) any actions reasonably requested by the Borrower in
connection therewith (including, without limitation, by executing appropriate
lien releases in favor of the holder or holders of such Liens, in either case
solely with respect to the item or items of equipment or other assets subject to
such Liens).

                  Notwithstanding the foregoing clauses (a) through (g) of this
SECTION 8.1, the Borrower agrees that it will not, nor will it permit any of its
Subsidiaries to pledge, encumber or otherwise suffer to exist thereon any Lien
(other than Customary Permitted Liens), on any real property owned by the
Borrower or any of its Subsidiaries which is located in the State of California
or the State of Nevada.

Section 8.2.      INDEBTEDNESS.

The Borrower will not, and will not permit any of its Subsidiaries to, incur,
create, assume directly or indirectly, or suffer to exist any Indebtedness
except:

                  (a) Indebtedness incurred pursuant to this Agreement and the
other Loan Documents;

                  (b) Indebtedness to Remain Outstanding on the Initial
Borrowing Date (which, to the extent required by SECTION 6.5(d), is to be listed
on SCHEDULE 8.2(b)), without giving effect to any subsequent extension, renewal
or refinancing thereof;

                  (c) Indebtedness of the Borrower under Interest Rate
Agreements entered into to protect the Borrower or any of its Subsidiaries
against fluctuations in interest rates;

                  (d) Indebtedness of the Borrower and its Subsidiaries secured
by purchase money Liens permitted under SECTION 8.1(c); PROVIDED that the
aggregate amount of such Indebtedness at any time shall not exceed $15,000,000;


                                     -117-
<PAGE>   128


                  (e) Indebtedness of the Borrower under Other Hedging
Agreements providing protection against fluctuations in currency or commodity
values (in the case of commodity values, for a period not to exceed 36 months)
in connection with the Borrower's or any of its Subsidiaries' operations so long
as management of the Borrower or such Subsidiary, as the case may be, has
determined that the entering into of such Other Hedging Agreements are BONA FIDE
hedging activities;

                  (f) Indebtedness of the Borrower and its Subsidiaries
resulting from the refinancing of Indebtedness permitted by CLAUSES (b) and (d)
above and CLAUSE (i) below; PROVIDED, HOWEVER, that (i) the principal amount of
any such refinancing Indebtedness (as determined as of the date of the
incurrence of such refinancing Indebtedness in accordance with GAAP), does not
exceed the principal amount of the Indebtedness refinanced thereby on such date
(ii) the Weighted Average Life to Maturity of such Indebtedness is not decreased
and (iii) in the case of any such refinancing Indebtedness which is in excess of
$5,000,000, such refinancing Indebtedness is upon terms and subject to
documentation which is in form and substance reasonably satisfactory to the
Administrative Agent;

                  (g) unsecured Indebtedness of the Borrower and its
Subsidiaries to the Borrower or any of its Subsidiaries and is evidenced by an
Intercompany Note, and such Intercompany Note has been delivered to and
effectively pledged by the Borrower or such Subsidiary (within 30 days of the
creation of such Indebtedness) to the Collateral Agent pursuant to the Security
Documents;

                  (h) Indebtedness incurred by a Foreign Subsidiary to the
Borrower or any of its Subsidiaries which is evidenced by an Intercompany Note,
and such Intercompany Note has been delivered to and effectively pledged by the
Borrower or such Subsidiary to the Collateral Agent pursuant to the Security
Documents;

                  (i) Indebtedness consisting of (a) Guarantee Obligations of
any Subsidiary of the Borrower of the Obligations under any Loan Document, and
(b) a guarantee by the Borrower of obligations of a Subsidiary or by any Foreign
Subsidiary of obligations of its Subsidiary under any lease or other agreement
otherwise permitted hereunder or entered into in the ordinary course of business
and not constituting Indebtedness;

                  (j) Indebtedness of a Subsidiary of the Borrower issued and
outstanding on or prior to the date on which such Subsidiary was acquired by the
Borrower or a Subsidiary of the Borrower in a transaction constituting an
Acquisition (other than Indebtedness issued as consideration in, or to provide
all or any portion of the funds utilized to consummate such Acquisition) and any
extension, renewal or replacement thereof; PROVIDED, that the aggregate amount
of such Indebtedness outstanding at any time, together with Indebtedness
outstanding and permitted by SECTION 8.2(d) (without double counting and without
giving effect to SECTION 8.1(c)(c)(x)) does not exceed $10,000,000;

                  (k) (i) Indebtedness of the Borrower consisting of unsecured
Guarantee Obligations incurred to (x) satisfy bonding obligations not in excess
of $5,000,000 at any one


                                     -118-
<PAGE>   129

time which arise in the ordinary course of business and (y) to support
obligations of Subsidiaries in connection with a transaction otherwise permitted
pursuant to this Agreement; PROVIDED, that such Guarantee Obligations under this
clause (y) shall not at any time exceed $5,000,000, and (ii) obligations
(whether in respect of letters of credit, bank guarantees, Guarantee Obligations
or otherwise) of Foreign Subsidiaries (including, without duplication, unsecured
Guarantee Obligations of Foreign Subsidiaries and of the Borrower in respect
thereof) in an aggregate amount not to exceed the Dollar Equivalent of
$5,000,000 at any time outstanding in respect of customs bonding, regulatory
(including, without limitation, environmental agency) requirements or
arrangements and other operational obligations or bonding arrangements arising
in the ordinary course of business other than in respect of borrowed money;

                  (l) unsecured Indebtedness of the Borrower on terms and
conditions not more restrictive to the Borrower and its Subsidiaries than those
set forth in this Agreement (and at or below a market interest rate for
comparable instruments) which Indebtedness is subordinated to the Obligations on
terms and conditions reasonably satisfactory to the Administrative Agent, but in
no event shall the aggregate principal amount of such Indebtedness exceed 7.5%
of Consolidated Total Assets on any date of incurrence thereof, so long as at
the time of the incurrence thereof no Unmatured Event of Default or Event of
Default exists;

                  (m) Indebtedness of the Borrower and of its Subsidiaries and
unsecured Guarantee Obligations with respect thereto by the Borrower and/or its
Subsidiaries pursuant to over-draft or similar lines of credit such that the
aggregate amount of such Indebtedness outstanding under this clause (m) at any
one time does not exceed (without duplication) $25,000,000 (or the Dollar
Equivalent thereof) at any time;

                  (n) additional unsecured Indebtedness for Money Borrowed not
otherwise covered by clauses (a) through (m) above, provided that the aggregate
outstanding principal amount of all such other Indebtedness permitted under this
clause (n) shall in no event exceed $20,000,000 at any time; and

                  (o) Indebtedness arising from the following obligations of the
Borrower under the JV Documents: (1) GenCorp's obligation to reimburse AFC for
payments in connection with the Girindus litigation as described in Section
8.1.12 of the Purchase Agreement so long as such reimbursement does not exceed
$2,000,000; (2) GenCorp's obligations under Section 6.1.9 of the Purchase
Agreement to indemnify AFC for all payment of liabilities owing to the PBGC
under ERISA relating to an ERISA Affiliate of GenCorp at a time prior to the
effectiveness of the JV Transaction; (3) GenCorp's obligations under Section 2.1
of the Environmental Indemnity Agreement to indemnify AFC and US Holdco against
Environmental Costs and Liabilities (as defined in the Environmental Indemnity
Agreement) with respect to periods prior to the effectiveness of the JV
Transaction; and (4) GenCorp's and AFC's obligations under the Indemnity
Agreement so long as such obligations are effective only after the Facility
Termination Date.


                                     -119-
<PAGE>   130

Section 8.3.      CONSOLIDATION, MERGER, PURCHASE OR SALE OF ASSETS, ETC.

The Borrower will not, and will not permit any of its Subsidiaries to, wind up,
liquidate or dissolve any of its affairs or enter into any transaction of merger
or consolidation, or convey, sell, lease or otherwise dispose of any of its
properties or assets (or, with respect to a transaction involving all or
substantially all of the assets of the Borrower, agree to do any of the
foregoing at any future time without the Administrative Agent's prior written
consent unless the effectiveness of such agreement is conditional upon the
consent of the Administrative Agent) or convey, sell or otherwise dispose of any
part of its property or assets, or enter into any Sale and Leaseback
Transaction, except that:

                  (a) the Borrower and its Subsidiaries may consummate the
Transaction;

                  (b) each of the Borrower and its Subsidiaries may (x) in the
ordinary course of business, sell, lease or otherwise dispose of any assets
which, in the reasonable judgment of such Person, are obsolete, worn out or
otherwise no longer useful in the conduct of such Person's business and (y)
sell, lease or otherwise dispose of any other assets, provided that the
aggregate Net Sale Proceeds of all assets subject to sales or other dispositions
pursuant to this clause (y) which are not reinvested to acquire assets to be
used in such Person's business in the manner described in SECTION 4.4(d) shall
not exceed $20,000,000 in any Fiscal Year of the Borrower;

                  (c) Investments may be made to the extent permitted by SECTION
8.7;

                  (d) each of the Borrower and its Subsidiaries may lease (as
lessee) real or personal property in the ordinary course of business;

                  (e) each of the Borrower and its Subsidiaries may make sales
or transfers of inventory, Cash Equivalents and Foreign Cash Equivalents in the
ordinary course of business;

                  (f) the Borrower and its Subsidiaries may sell or discount, in
each case without recourse and in the ordinary course of business, accounts
receivable arising in the ordinary course of business (x) which are overdue, or
(y) which the Borrower or such Subsidiary may reasonably determine are difficult
to collect but only in connection with the compromise or collection thereof
consistent with customary industry practice (and not as part of any bulk sale or
financing of receivables);

                  (g) the Borrower and its Subsidiaries may license its patents,
trade secrets, know-how and other intellectual property relating to the
manufacture of chemical products and by-products (the "TECHNOLOGY") provided
that such license shall be assignable to the Administrative Agent or any
assignee of the Administrative Agent without the consent of the licensee and no
such license shall (i) transfer ownership of such Technology to any other Person
or (ii) require the Borrower to pay any fees for any such use (such licenses
permitted by this SECTION 8.3(g), hereafter "PERMITTED FOREIGN TECHNOLOGY
LICENSES");


                                     -120-
<PAGE>   131


                  (h) any Subsidiary of the Borrower may be merged or
consolidated (x) with or into the Borrower so long as the Borrower is the
surviving entity, (y) with or into any one or more Wholly-Owned Subsidiaries of
the Borrower; PROVIDED, HOWEVER, that the Wholly-Owned Subsidiary or
Subsidiaries shall be the surviving entity or (z) with or into any Person in
connection with the consummation of an Acquisition; PROVIDED, HOWEVER, that
after giving effect to such merger or consolidation the surviving Subsidiary
shall be a Wholly-Owned Subsidiary;

                  (i) the Borrower and its Subsidiaries may sell, transfer or
otherwise dispose of any asset in connection with any Sale and Leaseback
Transaction involving Indebtedness, Capitalized Lease Obligations or an
Operating Financing Lease to the extent the fair market value of all real or
personal property subject to any such arrangement or arrangements (measured at
the time of the transfer giving rise to such arrangement), in the aggregate does
not exceed $20,000,000 at any time;

                  (j) any Subsidiary of the Borrower may sell, lease, transfer
or otherwise dispose of any or all of its assets to the Borrower or any other
Wholly-Owned Subsidiary of the Borrower (other than from (x) a Domestic
Subsidiary party to the Subsidiary Security Agreement to a Domestic Subsidiary
which is not a party to the Subsidiary Security Agreement or (y) a Domestic
Subsidiary party to the Subsidiary Security Agreement to a Foreign Subsidiary at
any time that the assets subject to such sales, leases or transfers in the
aggregate for all dispositions under this clause (y) exceed $20,000,000 during
the existence of this Agreement or (z) from a Foreign Subsidiary party to a
pledge agreement or security agreement in favor of the Collateral Agent to a
Foreign Subsidiary which is not a party to a pledge agreement or security
agreement in favor of the Collateral Agent);

                  (k) the transfer of assets or capital stock in connection with
the EIS Business Sale;

                  (l) the sale, lease or transfer of real property of the
Borrower or any Subsidiary, so long as such real property is not, in the
reasonable business judgment of the Borrower, necessary for the conduct of the
business of the Borrower or any of its Subsidiaries. In the event that any real
property of the Borrower or any Subsidiary is sold or transferred pursuant to
this SECTION 8.3(l), the Borrower shall apply the Net Sale Proceeds received in
connection with such disposition in accordance with SECTION 4.4(d);

                  (m) the transfer, sale or other dispositions of assets in
connection with (i) the exercise of the GenCorp Put; (ii) the exercise of the
right of GenCorp to purchase additional shares of NextPharma by contributing
additional AFC membership interests pursuant to (and subject to the restrictions
contained in) Section 2.13 of the Shareholders Agreement; (iii) the sale by
GenCorp of any of its membership interests in AFC pursuant to Section 4 or
Section 5 of the Investor Rights Agreement; (iv) a Drag-Along Transaction so
long as (A) the proceeds of such transaction are in cash or converted into cash,
and (B) such proceeds are used to prepay Loans in accordance with SECTION
4.4(d); (v) the transfer or issuance of additional AFC membership interests
pursuant to Sections 2.2 and 2.3 of the Investor Rights Agreement so long as
such proceeds are used to prepay Loans in accordance with SECTION 4.4(d); and
(vi) the transfer by


                                     -121-
<PAGE>   132

GenCorp of its AFC membership interests following a Change of Control pursuant
to Section 7 of the Investor Rights Agreement so long as such proceeds are used
to prepay Loans in accordance with SECTION 4.4(d); in each case, with respect to
any transaction described in clauses (i) through (iii), PROVIDED that the
Borrower or applicable Subsidiary has satisfied the Consent Procedures and
received the Required Lenders' Consent prior to transfer, sale or other
dispositions of such assets; and

                  (n) the Borrower may sell, transfer, lease or otherwise
dispose of any or all of the assets of a Subsidiary (including Capital Stock),
or may transfer, sell or dispose of assets or Capital Stock of the Borrower, in
exchange for the assets or Capital Stock of a Person in connection with an
Acquisition; PROVIDED, HOWEVER, that (x) the fair market value of the assets or
Capital Stock subject to such arrangement or arrangements shall not exceed
$50,000,000 at any time and (y) the Borrower shall comply with SECTION 7.12 with
respect to the assets or Capital Stock received pursuant to the transactions
contemplated by this SECTION 8.3(n).

Section 8.4.      DIVIDENDS OR OTHER DISTRIBUTIONS.

Neither the Borrower nor any of its Subsidiaries will: (i) declare or pay any
dividend or make any distribution on or in respect of its Capital Stock or to
the direct or indirect holders of its Capital Stock (other than (x) dividends or
distributions payable solely in such Capital Stock or in options, warrants or
other rights to purchase such Capital Stock, (y) dividends and distributions
payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable
to holders of minority interests in any Subsidiary so long as the Borrower or
any other Subsidiary having an interest in such Subsidiary shall receive its
proportionate share of such dividend or distribution; and (z) distributions to
effect the Transactions on the Initial Borrowing Date), (ii) purchase, redeem or
otherwise acquire or retire for value any Capital Stock of the Borrower, (iii)
make any interest or principal payment on or purchase, defease, redeem, prepay,
or otherwise acquire or retire for value, prior to any scheduled final maturity
or applicable redemption date any Indebtedness that is subordinate or junior in
right of payment to the Obligations (collectively, "RESTRICTED PAYMENTS");
PROVIDED, HOWEVER, that, (A) (I) during such time as no Event of Default or
Unmatured Event of Default has occurred or is continuing or would result
therefrom, the Borrower may make the following Restricted Payments in any Fiscal
Year: (a) dividends as determined by the Board of Directors of the Borrower in
its reasonable discretion and (b) such other Restricted Payments not to exceed
$15,000,000 in the aggregate; (B) Qualifying Tax Payments shall not be
considered Restricted Payments; and (C) the Borrower may make payments in
satisfaction of the obligations of the Borrower in connection with the exercise
of the Holdco Put in accordance with Section 6.2 of the Investor Rights
Agreement, as amended, PROVIDED that the following conditions shall be satisfied
in connection therewith: (i) no Event of Default or Unmatured Event of Default
shall have occurred and be continuing either immediately prior to or immediately
after giving effect to such payments, (ii) the Borrower shall have furnished to
the Administrative Agent (A) pro forma historical financial statements as of the
end of the most recently completed Fiscal Year of the Borrower and most recent
interim fiscal quarter, if applicable, giving effect to such payments and (B) a
certificate, which is satisfactory to the Administrative Agent, prepared on a
historical pro forma basis as of the most recent date for which financial
statements have been furnished pursuant to SECTION 6.5(a) or SECTION 7.1(a) or
(b)


                                     -122-
<PAGE>   133

giving effect to such payments, which certificate shall demonstrate that no
Event of Default or Unmatured Event of Default would exist immediately after
giving effect to such payments, (iii) a Payment or Collection Notice has been
delivered to the Agent in accordance with Section 3(a) of the Subordination
Agreement, and (iv) if the Leverage Ratio of the Borrower and its Subsidiaries
after giving pro forma effect to such transaction shall be greater than 1.00 to
1.00, then the payments made with respect to such transaction shall not exceed
$50,000,000.

Section 8.5.      LIMITATION ON CERTAIN RESTRICTIONS ON SUBSIDIARIES.

The Borrower will not, and will not permit any of its Subsidiaries to create or
otherwise cause or permit to exist or become effective any consensual
encumbrance or restriction (other than pursuant to the Loan Documents) on the
ability of any Subsidiary of the Borrower to (i) pay dividends or make any other
distributions on its Capital Stock or pay any Indebtedness or other obligation
owed to the Borrower or any of its other Subsidiaries, (ii) make any loans or
advances to the Borrower or any of its other Subsidiaries, or (iii) transfer any
of its property or assets to the Borrower or any of its other Subsidiaries,
except:

                  (a) any encumbrance or restriction pursuant to an agreement in
effect at or entered into on the Effective Date and reflected on SCHEDULE 8.5(a)
hereto or any extension, replacement or refinancing thereof not prohibited
herein;

                  (b) any such encumbrance or restriction consisting of
customary non-assignment provisions in leases or licenses restricting leasehold
interests or licenses, as applicable, entered into in the ordinary course of
business;

                  (c) in the case of clause (iii) above, Permitted Liens or
other restrictions contained in security agreements securing Indebtedness
permitted hereby to the extent such restrictions restrict the transfer of the
property subject to such security agreements;

                  (d) any restrictions on transfer of an asset pursuant to an
agreement to sell such asset to the extent such sale would be permitted hereby;
and

                  (e) the Borrower and AFC shall be permitted to agree to
Section 6.1.3(a)(x) of the Purchase Agreement, Section 9.1 of the LLC Agreement,
and Section 3.10 of the Investor Rights Agreement (collectively, the "JV PLEDGE
RESTRICTIONS"), and the Lenders hereby consent to the delivery by the
Administrative Agent of the written statement required by Section 3.10 of the
Investor Rights Agreement upon (i) AFC's becoming a Material Subsidiary and (ii)
the Borrower's pledge of its membership interests in AFC to the Administrative
Agent for the ratable benefit of the Lenders pursuant to Sections 5.1 and 9.20
(the "PLEDGED AFC MEMBERSHIP INTERESTS"); PROVIDED FURTHER, HOWEVER, that the
foregoing consent to the JV Pledge Restrictions is subject to the condition that
the Borrower shall irrevocably direct each transferee of all or any part of the
Pledged AFC Membership Interests to deliver (and shall cause each such
transferee to agree in writing (which writing shall be satisfactory in form and
substance to the Administrative Agent and delivered to the Administrative Agent)
to deliver) all payments which would otherwise be delivered to the Borrower in
consideration of such transfer to be delivered to the

                                     -123-
<PAGE>   134
Administrative Agent, as proceeds of the Pledged AFC Membership Interests, which
proceeds shall be held as Collateral.

Section 8.6.      ISSUANCE OF STOCK.

                  (a) The Borrower will not, and will not permit any of its
Subsidiaries to, directly or indirectly, issue, sell, assign, pledge or
otherwise encumber or dispose of any shares of Capital Stock of any Subsidiary
of the Borrower, except (i) to the Borrower, (ii) to another Wholly-Owned
Subsidiary of the Borrower, (iii) to qualifying directors or to satisfy other
similar requirements, in each case, pursuant to Requirements of Law, or (iv)
pursuant to the Loan Documents, including, without limitation, SECTION 8.3(n),
or (v) to directors, management or employees of the Borrower and its
Subsidiaries pursuant to stock option plans or other benefit plans.

                  (b) The Borrower shall not issue any Capital Stock, except as
permitted by SECTION 8.4(i) and except for such issuances of Capital Stock
(including private placements) (x) where after giving effect to such issuance,
no Event of Default will exist under SECTIONS 10.1(l) and (y) where the
Administrative Agent and the Required Lenders have consented (such consent not
to be unreasonably withheld) to the terms and conditions of such offering. In
the event any Capital Stock of the Borrower is issued pursuant to this SECTION
8.6(b), the Borrower shall apply the Net Offering Proceeds received in
connection with such disposition in accordance with SECTION 4.4(f).

Section 8.7.      LOANS AND INVESTMENTS.

The Borrower will not, and will not permit any Subsidiary to make or own any
Investments except:

                  (a) the Borrower and its Domestic Subsidiaries may acquire and
hold Cash and Cash Equivalents;

                  (b) the Borrower and its Subsidiaries may hold the Investments
identified on SCHEDULE 8.7(b) which shall not exceed the amount thereof on the
Initial Borrowing Date (after giving effect to the Transaction) in each case as
such Investments may be adjusted due to appreciation, repayment of principal,
payment of interest, return of capital or similar circumstances;

                  (c) the Borrower and its Subsidiaries may make or maintain
advances (i) for relocation and related expenses and other advances to their
employees in the ordinary course of business and (ii) for any other advances to
their employees in the ordinary course of business in an aggregate principal
amount not exceeding $2,000,000 (or the Dollar Equivalent thereof) at any one
time outstanding;

                  (d) the Borrower and its Subsidiaries may acquire and hold
Investments (including debt obligations) received in connection with the
bankruptcy or reorganization of


                                     -124-
<PAGE>   135

suppliers and customers and other Persons and in settlement of delinquent
obligations of, and other disputes with, customers and suppliers and other
Persons arising in the ordinary course of business;

                  (e) the Borrower and its Subsidiaries may make deposits in a
customary fashion in the ordinary course of business;

                  (f) the Borrower and its Subsidiaries may acquire and hold
debt securities as partial consideration for a sale of assets pursuant to
SECTION 8.3 or 4.4(d) to the extent permitted by any such Section;

                  (g) the Borrower may make intercompany loans and advances to
any of its Wholly-Owned Subsidiaries, any Subsidiary of the Borrower may make
intercompany loans and advances to the Borrower, and any Subsidiary of the
Borrower may make intercompany loans and advances to any other Wholly-Owned
Subsidiary of the Borrower (collectively, "INTERCOMPANY LOANS");

                  (h) the Borrower and its Subsidiaries may make capital
contributions to existing Foreign Subsidiaries of the Borrower, and may
capitalize or forgive any Indebtedness owed to them by a Foreign Subsidiary of
the Borrower, PROVIDED, that the aggregate amount of such contributions,
capitalizations and forgiveness, without duplication as to amounts contributed
from one Subsidiary to its Subsidiary (determined without regard to any
write-downs or write-offs thereof), shall not exceed an amount equal to
$5,000,000 (or the Dollar Equivalent thereof);

                  (i) Foreign Subsidiaries of the Borrower may invest in cash,
Cash Equivalents and Foreign Cash Equivalents;

                  (j) in addition to Investments permitted by clauses (a)
through (i) above and clause (k) below, the Borrower may make additional
Investments, so long as the aggregate outstanding amount of such Investments
does not exceed $15,000,000 PROVIDED FURTHER, that the Borrower may not make or
own any investment in Margin Stock;

                  (k) the Borrower or any Domestic Subsidiary may purchase all
or a significant part of the assets of a business conducted by another Person,
make any Investment in any Person which, after the Initial Borrowing Date as a
result of such Investment becomes a Wholly-Owned Domestic Subsidiary of the
Borrower or, to the extent permitted under SECTION 8.3, enter into any merger,
consolidation or amalgamation with any other Person (any such purchase,
Investment or merger, a "PERMITTED ACQUISITION"); PROVIDED, HOWEVER, that such
Acquisition shall not be permitted unless (i) after giving effect thereto on a
pro forma basis for the period (the "PRO FORMA PERIOD") of four Fiscal Quarters
ending with the Fiscal Quarter for which financial statements have most recently
been delivered (or were required to be delivered) under SECTION 7.1 (on the
basis that (A) any Indebtedness incurred or assumed in connection with such
Acquisition was incurred or assumed at the beginning of the Pro Forma Period,
(B) such Indebtedness was repaid from operating cash flow over the Pro Forma
Period at the intervals and in the amounts


                                     -125-
<PAGE>   136

reasonably projected to be paid in respect of such Indebtedness over the
12-month period immediately following the Acquisition, (C) if such Indebtedness
bears a floating interest rate, such interest shall be paid over the Pro Forma
Period at the rate in effect on the date of such Acquisition, and (D) all income
and expense associated with the assets or entity acquired in connection with
such Acquisition for the most recently ended four Fiscal Quarter period for
which such income and expense amounts are available (with good faith estimates
thereof being permitted if financial statements indicating such amounts are not
available) shall be treated as being earned or incurred by the Borrower over the
Pro Forma Period on a pro forma basis), no Event of Default or Unmatured Event
of Default would exist hereunder; (ii) if the Leverage Ratio for the Pro Forma
Period is (A) equal to or greater than 2.50 to 1.00, the total consideration
given and Indebtedness assumed in connection with such Permitted Acquisition
shall not exceed $50,000,000 (or the Dollar Equivalent thereof), individually or
in the aggregate, or (B) less than 2.50 to 1.00, after giving effect to such
Acquisition, the Borrower's Total Available Revolving Commitment, shall equal or
exceed $25,000,000, (iii) the Borrower and its Subsidiaries have complied with
the requirements of SECTION 7.12 hereof with respect to any required additional
Security Documents, (iv) such acquisition has been approved by the board of
directors of the Person to be acquired, and (v) with respect to a "Restricted
Company Sale" under and as described in Section 2.8 of the Shareholders
Agreement in which Borrower elects to exercise the "Offer Match", such "Offer
Match" shall be permitted only if the Borrower or applicable Subsidiary has
satisfied the Consent Procedures and received the Required Lenders' Consent with
respect thereto;

                  (l) the Borrower may do any of the following in connection
with the JV Documents: (i) receive a PIK Note in connection with the exercise of
a GenCorp Put, (ii) purchase additional shares of NextPharma pursuant to Section
2.8 or Section 2.13 of the Shareholders Agreement and (iii) purchase of
additional shares of NextPharma pursuant to Section 2.11 of the Shareholders
Agreement; PROVIDED, in the case of (i) and (ii), that, the Borrower shall have
satisfied the Consent Procedures and received the Required Lenders' Consent
therefor; and

                  (m) the Borrower may receive membership interests in AFC owned
by US Holdco in connection with the exercise of the Holdco Put consummated in
compliance with its terms, including without limitation all terms of
subordination in accordance with the Subordination Agreement.

Section 8.8.      TRANSACTIONS WITH AFFILIATES.

Other than transactions contemplated by the Transaction Documents, the Borrower
will not, and the Borrower will not cause or permit any of its Subsidiaries to,
directly or indirectly, enter into or permit to exist any transaction or series
of related transactions (including, without limitation, the purchase, sale,
lease or exchange of any property or the rendering of any service) with or for
the benefit of any of the Borrower's Affiliates or any Affiliate of a Subsidiary
of the Borrower (an "AFFILIATE TRANSACTION"), other than (x) transactions that
are on terms that are fair and reasonable to the Borrower or to any such
Subsidiary and that are on terms that are no less favorable to the Borrower or
to such Subsidiary than those that might reasonably have been obtained in a


                                     -126-
<PAGE>   137

comparable transaction on an arm's-length basis from a Person that is not an
Affiliate, (y) any transaction arising in the ordinary course of business of the
Borrower or of such Subsidiary and (z) subject to the other provisions of this
Agreement applicable thereto, the obligations of the Borrower and its
Subsidiaries under the JV Documents; PROVIDED, HOWEVER, that with respect to
transactions between the Borrower or any of its Subsidiaries and any of their
respective Affiliates arising in the ordinary course of business, a Responsible
Officer of the Borrower shall, not later than the date of delivery of the annual
Financial Statements, have reviewed the aggregate of such transactions and
determined that, in the aggregate, such transactions are on terms that are fair
and reasonable to the Borrower or to such Subsidiary and are no less favorable
to the Borrower or to such Subsidiary than those that might reasonably have been
obtained in a comparable transactions on an arm's-length basis from a Person
that is not an Affiliate. The foregoing restrictions will not apply to (1)
reasonable and customary directors' fees, indemnification and similar
arrangements and payments thereunder; (2) any transaction between the Borrower
and any Wholly-Owned Subsidiary of the Borrower or between Wholly-Owned
Subsidiaries to the extent that any such transaction is otherwise in compliance
with the terms of this Agreement and (3) loans or advances to officers of the
Borrower and of its Subsidiaries for BONA FIDE business purposes of the Borrower
or of such Subsidiary not to exceed $2,000,000 (or the Dollar Equivalent
thereof) in the aggregate at any one time outstanding for the Borrower and its
Subsidiaries.

Section 8.9.      LINES OF BUSINESS.

The Borrower will not, and will not permit any Subsidiary to enter into or
acquire any line of business which is not reasonably related to the vehicle
sealing, fine chemicals, real estate, aerospace or defense business, or any
business similar, ancillary or related thereto or which constitutes a reasonable
extension or expansion thereof.

Section 8.10.     FISCAL YEAR.

The Borrower will not change its Fiscal Year; PROVIDED that the Foreign
Subsidiaries of the Borrower shall be permitted to change their respective
fiscal years.

Section 8.11.     LIMITATION ON VOLUNTARY PAYMENTS AND MODIFICATIONS OF
                  INDEBTEDNESS; MODIFICATIONS OF CERTIFICATE OF INCORPORATION,
                  BY-LAWS AND CERTAIN OTHER AGREEMENTS; ETC.

The Borrower will not, and will not permit any of its Subsidiaries to:

                      (i) amend, modify or permit the amendment, termination or
modification in any way adverse to the interests of the Lenders (as reasonably
determined by the Administrative Agent in its reasonable discretion after
reasonable advance notice of such proposed change) any provision of the Draftex
Acquisition Documents;

                      (ii) amend, modify or change in any way adverse to the
interests of the Lenders (as reasonably determined by the Administrative Agent
in its reasonable discretion after


                                     -127-
<PAGE>   138

reasonable advance notice of such proposed change), its Organizational Documents
(including, without limitation, by filing or modification of any certificate of
designation) or by-laws, or any agreement entered into by it, with respect to
its Capital Stock, or enter into any new agreement with respect to its Capital
Stock or any new tax sharing agreement which in any way could reasonably be
expected to be adverse to the interests of the Lenders; or

                      (iii) issue any class of its Capital Stock other than (y)
in the case of the Subsidiaries, non-redeemable Capital Stock (including by
private placements) and (z) in the case of the Borrower, issuances of Capital
Stock (including by private placements) where, after giving effect to such
issuance, no Event of Default will exist under SECTION 10.1(l) and to the extent
the proceeds thereof are applied in accordance with this Agreement; or

                      (iv) amend, modify or change in any manner any term or
condition of any of the JV Documents in a manner that has a Material Adverse
Effect on GenCorp, AFC or Aerojet or is disadvantageous to the Administrative
Agent or the Lenders (in its or their determination) without giving notice to,
and receiving the prior written consent of, the Required Lenders. Each Lender
will use best efforts to respond to the Administrative Agent within 15 days of
receipt of such notice from the Borrower and the Agent shall promptly notify the
Borrower whether Required Lenders have consented; provided, however, that any
failure of a Lender affirmatively to approve such request, or of the
Administrative Agent so to notify the Borrower, shall not constitute or be
deemed to constitute consent to such request.

The Administrative Agent agrees that, with respect to any matters required to be
reasonably satisfactory or acceptable to it, it shall exercise its reasonable
judgment in making, and shall not unreasonably withhold or delay, such
determination.

Section 8.12.     ACCOUNTING CHANGES.

The Borrower shall not, nor shall it permit any of its Subsidiaries to make or
permit to be made any change in accounting policies affecting the presentation
of financial statements or reporting practices from those employed by it on the
date hereof, unless (i) such change is required by GAAP, (ii) such change is
disclosed to the Lenders through the Administrative Agent or otherwise and (iii)
relevant prior financial statements that are affected by such change are
restated (in form and detail satisfactory to the Administrative Agent) as may be
required by GAAP to show comparative results. If any changes in GAAP or the
application thereof from that used in the preparation of the financial
statements referred to in SECTION 6.5(a) hereof occur after the Effective Date
and such changes result in, in the sole judgment of the Administrative Agent, a
meaningful change in the calculation of any financial covenants or restrictions
set forth in this Agreement, then the parties hereto agree to enter into and
diligently pursue negotiations in order to amend such financial covenants and
restrictions so as to equitably reflect such changes, with the desired result
that the criteria for evaluating the financial condition and results of
operations of the Borrower and its Subsidiaries shall be the same after such
changes as if such changes had not been made.


                                     -128-
<PAGE>   139

Section 8.13.     AEROJET GOVERNMENT CONTRACTING AUTHORITY.

The Borrower shall not, nor shall it permit any of its Subsidiaries to become
suspended or debarred from contracting or otherwise engaging in business with
any Governmental Authority or from exporting products in any material amount for
any material amount of time, which such suspension or debarment has not been
stayed or removed within sixty (60) days of its imposition.

                                   ARTICLE IX

                               FINANCIAL COVENANTS

                  The Borrower hereby agrees that, so long as the Commitments
remain in effect or any Loan or LC Obligation remains outstanding and unpaid or
any other amount is owing to any Lender or the Administrative Agent hereunder:

Section 9.1.      CAPITAL EXPENDITURES.

                  (a) The Borrower will not, and will not permit any of its
Subsidiaries to, make any Consolidated Capital Expenditures, except that during
any Fiscal Year the Borrower and its Subsidiaries may make Consolidated Capital
Expenditures so long as the aggregate amount so made by the Borrower and its
Subsidiaries after the Closing Date during any such Fiscal Year does not exceed
the amount set forth opposite such Fiscal Year below:

               FISCAL YEAR ENDING                        AMOUNT
               ------------------                        ------

               November 30, 2001                      $ 80,000,000
               November 30, 2002                      $ 80,000,000
               November 30, 2003                      $ 80,000,000
               November 30, 2004                      $ 85,000,000
                 and thereafter

                  (b) Notwithstanding the foregoing, in the event that the
amount of Consolidated Capital Expenditures permitted to be made by the Borrower
and its Subsidiaries pursuant to CLAUSE (a) above in any Fiscal Year is greater
than the amount of such Consolidated Capital Expenditures made by the Borrower
and it Subsidiaries during such Fiscal Year, such amount equal to the amount of
Consolidated Capital Expenditures permitted pursuant to the preceding CLAUSE (a)
for the immediately preceding Fiscal Year and not utilized during such Fiscal
Year (the "ROLLOVER AMOUNT") may be carried forward and utilized to make
Consolidated Capital Expenditures in the next succeeding Fiscal Year, PROVIDED,
that no amount once carried forward to the next Fiscal Year may be carried
forward to a Fiscal Year thereafter, and PROVIDED FURTHER, that Consolidated
Capital Expenditures made during any Fiscal Year shall be first deemed made in
respect of the Rollover Amount and then deemed made in respect of the scheduled
amount permitted for such Fiscal Year. In addition, notwithstanding the
foregoing, the Borrower and its Subsidiaries may make Consolidated Capital
Expenditures on any date with (i) proceeds of Indebtedness incurred pursuant to
SECTION 8.2(i), (ii) Net Offering Proceeds which are not


                                     -129-
<PAGE>   140

required to be applied as a mandatory prepayment under SECTION 4.4(f), (iii) the
insurance proceeds received by the Borrower or any of its Subsidiaries from any
Recovery Event so long as such Consolidated Capital Expenditures are to replace
or restore any properties or assets in respect to which such proceeds were paid
within 365 days (or committed to be paid within such 365 days so long as such
replacement or restoration is made within 365 days after the end of such 365 day
period) following the date of such receipt to the extent such proceeds are not
required to repay Term Loans pursuant to SECTION 4.4(j), and (iv) the Net Sale
Proceeds received by the Borrower or any of its Subsidiaries from any Asset
Disposition, so long as such insurance proceeds and/or Net Sale Proceeds are
used or contractually committed to be used within 365 days to make Consolidated
Capital Expenditures in accordance with SECTION 4.4(d).

Section 9.2.      MAINTENANCE OF CONSOLIDATED NET WORTH.

The Borrower will not permit its Consolidated Net Worth on the last day of any
Fiscal Quarter ending after the Initial Borrowing Date to be less than the sum
of (i) $170,000,000, PLUS (ii) an amount equal to 50% of the aggregate
Consolidated Net Income of the Borrower for all Fiscal Quarters ended on or
after February 28, 2001 and through and including the then ended Fiscal Quarter,
PLUS (iii) an amount equal to 100% of the Net Offering Proceeds from primary
issuances of capital stock by the Borrower or any of its Subsidiaries that have
occurred since December 1, 2000; PROVIDED, HOWEVER, that in the event that the
Borrower has Consolidated Net Income of less than zero for any Fiscal Quarter,
Consolidated Net Income for purposes only of this SECTION 9.2 shall be deemed to
be zero for such Fiscal Quarter.

Section 9.3.      INTEREST COVERAGE RATIO.

The Borrower will not permit the Interest Coverage Ratio for any Test Period
ending on the last day of each Fiscal Quarter set forth below to be less than
the ratio set forth opposite such date:

                    FISCAL QUARTER                            RATIO
                    --------------                            -----

         February 28, 2001                                3.50 to 1.00
         May 31, 2001                                     3.50 to 1.00
         August 31, 2001                                  3.50 to 1.00
         November 30, 2001                                3.75 to 1.00
         February 28, 2002                                3.75 to 1.00
         May 31, 2002                                     3.75 to 1.00
         August 31, 2002                                  3.75 to 1.00
         November 30, 2002 and thereafter                 4.00 to 1.00

Section 9.4.      LEVERAGE RATIO.

The Borrower will not permit the Leverage Ratio for any Test Period ending on
the last day of each Fiscal Quarter set forth below to exceed the ratio set
forth opposite such date:


                                     -130-
<PAGE>   141


           FISCAL QUARTER                                    RATIO
           --------------                                    -----
         February 28, 2001                               3.25 to 1.00
         May 31, 2001                                    3.25 to 1.00
         August 31, 2001                                 3.25 to 1.00
         November 30, 2001                               2.75 to 1.00
         February 28, 2002                               2.75 to 1.00
         May 31, 2002 and thereafter                     2.50 to 1.00

Section 9.5.      FIXED CHARGE COVERAGE RATIO.

The Borrower will not permit the Fixed Charge Coverage Ratio for any Test Period
ending on the last day of any Fiscal Quarter, commencing on the Fiscal Quarter
ended November 30, 2001 to be less than 1.05 to 1.00.

                                   ARTICLE X

                                EVENTS OF DEFAULT

Section 10.1.     EVENTS OF DEFAULT.

Any of the following events, acts, occurrences or states of facts shall
constitute an "EVENT OF DEFAULT" for purposes of this Agreement:

                  (a) FAILURE TO MAKE PAYMENTS WHEN DUE. The Borrower (i) shall
default in the payment of principal on any of the Loans or any reimbursement
obligation with respect to any Letter of Credit; or (ii) shall default in the
payment of interest on any of the Loans or default in the payment of any fee or
any other amount owing hereunder or under any other Loan Document when due and
such default in payment shall continue for five (5) Business Days; or

                  (b) REPRESENTATIONS AND WARRANTIES. Any representation or
warranty made by or on the part of the Borrower or any Credit Party, as the case
may be, contained in any Loan Document or any document, instrument or
certificate delivered pursuant hereto or thereto shall have been incorrect or
misleading in any material respect when made or deemed made; or

                  (c) COVENANTS. The Borrower shall (i) default in the
performance or observance of any term, covenant, condition or agreement on its
part to be performed or observed under ARTICLE VIII and ARTICLE IX hereof or
SECTIONS 7.3(a) or 7.11 or (ii) default in the due performance or observance by
it of any other term, covenant or agreement contained in this Agreement and such
default shall continue unremedied for a period of thirty (30) days after written
notice to the Borrower by the Administrative Agent or any Lender; or

                  (d) DEFAULT UNDER OTHER LOAN DOCUMENTS. Any Credit Party shall
default in the performance or observance of any term, covenant, condition or
agreement on its part to be performed or observed hereunder or under any Loan
Document (and not constituting an Event of Default under any other clause of
this SECTION 10.1) and such default shall continue unremedied


                                     -131-
<PAGE>   142

for a period of thirty (30) days after written or telephonic (immediately
confirmed in writing) notice thereof has been given to the Borrower by the
Administrative Agent; or

                  (e) VOLUNTARY INSOLVENCY, ETC. The Borrower or any of its
Subsidiaries shall become insolvent or generally fail to pay, or admit in
writing its inability to pay, its debts as they become due, or shall voluntarily
commence any proceeding or file any petition under any bankruptcy, insolvency or
similar law or seeking dissolution or reorganization or the appointment of a
receiver, trustee, administrator, custodian or liquidator for it or a
substantial portion of its property, assets or business or to effect a plan or
other arrangement with its creditors, or shall file any answer admitting the
jurisdiction of the court and the material allegations of an involuntary
petition filed against it in any bankruptcy, insolvency or similar proceeding,
or shall be adjudicated bankrupt, or shall make a general assignment for the
benefit of creditors, or shall consent to, or acquiesce in the appointment of, a
receiver, trustee, custodian, administrator or liquidator for a substantial
portion of its property, assets or business, shall call a meeting of its
creditors with a view to arranging a composition or adjustment of a substantial
portion of its debts or shall take any corporate action authorizing any of the
foregoing; or

                  (f) INVOLUNTARY INSOLVENCY, ETC. Involuntary proceedings or an
involuntary petition shall be commenced or filed against the Borrower or any of
its Subsidiaries under any bankruptcy, insolvency or similar law or seeking the
dissolution or reorganization of it or the appointment of a receiver, trustee,
custodian, administrator or liquidator for it or of a substantial part of its
property, assets or business, or any similar writ, judgment, warrant of
attachment, execution or process shall be issued or levied against a substantial
part of its property, assets or business, and (other than a petition for
administration) such proceedings or petition shall not be dismissed, or such
writ, judgment, warrant of attachment, execution or similar process shall not be
released, vacated or fully bonded, within sixty (60) days after commencement,
filing or levy, as the case may be, or any order for relief shall be entered in
any such proceeding; or

                  (g) DEFAULT UNDER OTHER AGREEMENTS. (i) The Borrower or any of
its Subsidiaries shall default in the payment when due, whether at stated
maturity or otherwise, of any Indebtedness (other than Indebtedness owed to the
Lenders under the Loan Documents) in excess of $10,000,000 in the aggregate
beyond the period of grace if any, provided in the instrument or agreement under
which such Indebtedness was created, or (ii) a default shall occur in the
performance or observance of any agreement under any such Indebtedness or
contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition exist, the effect of which
default or other event or condition is to cause, or to permit the holder or
holders of such Indebtedness (or a trustee or agent on behalf of such holder or
holders) to cause (determined without regard to whether any notice of
acceleration or similar notice is required), any such Indebtedness to become due
or be repaid prior to its stated maturity or (iii) any such Indebtedness of the
Borrower or any of its Subsidiaries shall be declared to be due and payable, or
required to be prepaid other than by a regularly scheduled required prepayment
(other than with proceeds of the event giving rise to such prepayment), prior to
the stated maturity thereof; or


                                     -132-
<PAGE>   143

                  (h) JUDGMENTS. One or more judgments or decrees shall be
entered against the Borrower or any of its Subsidiaries involving, individually
or in the aggregate, a liability (to the extent not paid or covered by a
reputable insurance company or indemnitor as to which coverage or
indemnification, as the case may be, has not been disclaimed) of $10,000,000 or
more and all such judgments or decrees shall not have been vacated, discharged,
satisfied, stayed or bonded pending appeal within sixty (60) days from the entry
thereof; or

                  (i) SECURITY DOCUMENTS. At any time after the execution and
delivery thereof, any of the Security Documents shall cease to be in full force
and (other than as a result of the actions taken by the Collateral Agent or the
Lenders to release such Security Document) effect or shall cease to give the
Collateral Agent the Liens, rights, powers and privileges purported to be
created thereby (including, without limitation, a first priority perfected
security interest in, and Lien on, all of the Collateral), in favor of the
Collateral Agent, for the benefit of the Secured Parties, superior to and prior
to the rights of all third Persons and subject to no other Liens (except to the
extent expressly permitted herein or therein); or

                  (j) GUARANTIES. Any Subsidiary Guaranty or any provision
thereof shall (other than as a result of the actions taken by the Administrative
Agent or the Lenders to release such Guaranty) cease to be in full force and
effect in accordance with its terms, or any Credit Party or any Person acting by
or on behalf of such Subsidiary Guarantor shall deny or disaffirm such Credit
Party's obligations under any Subsidiary Guaranty; or

                  (k) ERISA. Either (i) any Reportable Event which the Required
Lenders determine constitutes reasonable grounds for the termination of any Plan
by the PBGC or of any Multiemployer Plan or for the appointment by the
appropriate United States District Court of a trustee to administer or liquidate
any Plan or Multiemployer Plan shall have occurred, (ii) a trustee shall be
appointed by a United States District Court to administer any Plan or
Multiemployer Plan, (iii) the PBGC shall institute proceedings to terminate any
Plan or Multiemployer Plan or to appoint a trustee to administer any Plan; (iv)
the Borrower or any of its Subsidiaries or any of their ERISA Affiliates shall
become liable to the PBGC or any other party under Section 4062, 4063 or 4064 of
ERISA with respect to any Plan; or (v) the Borrower or any of its Subsidiaries
or any of their ERISA Affiliates shall become liable to make a current payment
with respect to any Multiemployer Plan under Section 4201 ET seq. of ERISA; if
as of the date thereof or any subsequent date, the sum of each of the Borrower's
and its Subsidiaries' and their ERISA Affiliates' various liabilities (such
liabilities to include, without limitation, any liability to the PBGC or to any
other party under Section 4062, 4063 or 4064 of ERISA with respect to any Plan,
or to any Multiemployer Plan under Section 4201 ET SEQ. of ERISA) as a result of
such events listed in subclauses (i) through (v) above exceeds $10,000,000; or

                  (l) CHANGE OF CONTROL. A Change of Control shall occur; or

                  (m) ENVIRONMENTAL LIABILITY. The Borrower or any of its
Subsidiaries receives notice of any violation, non-compliance, or liability or
potential liability under Environmental Laws, or the Borrower or any of its
Subsidiaries is in violation of or is not in compliance with or has incurred
liability or potential liability under Environmental Laws, which would
reasonably be


                                     -133-
<PAGE>   144

expected to result in a Material Adverse Effect and which, with respect to any
violation or non-compliance, has not been cured in all material respects during
any applicable cure period, that the Required Lenders have given the Borrower
notice that the same constitutes an Event of Default; or

                  (n) AEROJET SETTLEMENT AGREEMENT. The Aerojet Settlement
Agreement shall at any time cease to be in full force and effect pursuant to its
terms as in effect on the Initial Borrowing Date, or any party thereto shall opt
out of such Aerojet Settlement Agreement, or any Governmental Authority party
thereto shall raise any defense to its obligations thereunder, except to the
extent such occurrence will not, in the opinion of the Administrative Agent, be
reasonably likely to have a Material Adverse Effect; or

                  (o) SUBORDINATION PROVISIONS OF JV DOCUMENTS. If the
Subordinated Creditors (as defined in the Subordination Agreement), or any of
them, shall (i) commence a civil action for breach of contract or declaratory
judgment against any Subordinated Obligations Credit Party seeking to obtain a
civil monetary judgment for amounts owed in connection with the exercise of the
Holdco Put or (ii) take any action available pursuant to the terms of the JV
Documents to collect, or seek in any manner to enforce any judgment obtained
thereby against any Subordinated Obligations Credit Party (as defined in the
Subordination Agreement) for, amounts owed in connection with the exercise of
the Holdco Put in accordance with Section 6 of the Investors Rights Agreement,
whether by attachment, garnishment, execution, levy, filing or recordation of
any judgment or notice of judgment lien, pursuant to judicial proceedings, by
self-help or otherwise.

If any of the foregoing Events of Default shall have occurred and be continuing,
the Administrative Agent, at the written direction of the Required Lenders,
shall take one or more of the following actions: (i) by written or oral or
telephonic notice (in the case of oral or telephonic notice confirmed in writing
immediately thereafter) to the Borrower declare the Total Commitments to be
terminated whereupon the Total Commitments shall forthwith terminate, (ii) by
written or oral or telephonic notice (in the case of oral or telephonic notice
confirmed in writing immediately thereafter) to the Borrower declare all sums
then owing by the Borrower hereunder and under the Loan Documents to be
forthwith due and payable, whereupon all such sums shall become and be
immediately due and payable without presentment, demand, protest or notice of
any kind, all of which are hereby expressly waived by the Borrower, (iii)
terminate any Letter of Credit in accordance with its terms, (iv) direct the
Borrower to pay (and the Borrower agrees that upon receipt of such notice, or
upon the occurrence of any Event of Default specified in SECTION 10.1(e) or
SECTION 10.1(f) with respect to the Borrower it will pay) to the Administrative
Agent at the Payment Office such additional amount of cash, to be held as
security by the Administrative Agent, as is equal to the Assigned Dollar Value
of the aggregate Stated Amount of all Letters of Credit issued for the account
of the Borrower and its Subsidiaries and then outstanding, and (v) enforce, as
the Administrative Agent (to the extent permitted under the applicable Security
Documents), or direct the Collateral Agent to enforce pursuant to the Security
Documents, as the case may be, all of the Liens and security interests created
pursuant to the Security Documents. In cases of any occurrence of any Event of
Default described in SECTION 10.1(e) or SECTION 10.1(f) with respect to the
Borrower, the Loans, together with accrued interest


                                     -134-
<PAGE>   145

thereon, shall become due and payable forthwith without the requirement of any
such acceleration or request, and without presentment, demand, protest or other
notice of any kind, all of which are expressly waived by the Borrower, any
provision of this Agreement or any other Loan Document to the contrary
notwithstanding, and other amounts payable by the Borrower hereunder shall also
become immediately due and payable all without notice of any kind.

Anything in this SECTION 10.1 to the contrary notwithstanding, the
Administrative Agent shall, at the request of the Required Lenders, rescind and
annul any acceleration of the Loans by written instrument filed with the
Borrower; PROVIDED that at the time such acceleration is so rescinded and
annulled: (A) all past due interest and principal (other than principal due
solely as a result of such acceleration), if any, on the Loans and all other
sums payable under this Agreement and the other Loan Documents shall have been
duly paid, and (B) no other Event of Default shall have occurred and be
continuing which shall not have been waived in accordance with the provisions of
SECTION 12.1 hereof. Upon any such rescission and annulment, the Administrative
Agent shall return to the Borrower any cash collateral delivered pursuant to the
preceding paragraph.

Section 10.2.     RIGHTS NOT EXCLUSIVE.

The rights provided for in this Agreement and the other Loan Documents are
cumulative and are not exclusive of any other rights, powers, privileges or
remedies provided by law or in equity, or under any other instrument, document
or agreement now existing or hereafter arising.

                                   ARTICLE XI

                            THE ADMINISTRATIVE AGENT

                  In this ARTICLE XI, the Lenders agree among themselves as
follows:

Section 11.1.     APPOINTMENT.

The Lenders hereby appoint BT as the Administrative Agent (for purposes of this
ARTICLE XI, the term "Administrative Agent" shall, except for purposes of
SECTION 11.9, include BT in its capacity as the Administrative Agent and the
Collateral Agent pursuant to the Security Documents) to act as specified herein
and in the other Loan Documents and any Affiliate of BT performing any of the
duties or functions of the Administrative Agent hereunder or any other Loan
Documents. Each Lender hereby irrevocably authorizes and each holder of any Note
by the acceptance of such Note shall be deemed to irrevocably authorize the
Administrative Agent to take such action on its behalf under the provisions
hereof, the other Loan Documents (including, without limitation, to give notices
and take such actions on behalf of the Required Lenders as are consented to in
writing by the Required Lenders or all Lenders, as the case may be) and any
other instruments, documents and agreements referred to herein or therein and to
exercise such powers hereunder and thereunder as are specifically delegated to
the Administrative Agent by the terms hereof and thereof and such other powers
as are reasonably incidental thereto. The Administrative Agent may perform any
of its duties hereunder and under the other Loan Documents, by or through its
officers, directors, Administrative Agents employees or affiliates.


                                     -135-
<PAGE>   146

Section 11.2.     NATURE OF DUTIES.

The Administrative Agent shall not have any duties or responsibilities except
those expressly set forth in this Agreement. The duties of the Administrative
Agent shall be mechanical and administrative in nature. EACH LENDER HEREBY
ACKNOWLEDGES AND AGREES THAT THE ADMINISTRATIVE AGENT SHALL NOT HAVE, BY REASON
OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, A FIDUCIARY RELATIONSHIP TO OR IN
RESPECT OF ANY LENDER. Nothing in any of the Loan Documents, expressed or
implied, is intended to or shall be so construed as to impose upon the
Administrative Agent any obligations in respect of any of the Loan Documents
except as expressly set forth herein or therein. Each Lender shall make its own
independent investigation of the financial condition and affairs of the Borrower
in connection with the making and the continuance of the Loans hereunder and
shall make its own appraisal of the credit worthiness of the Borrower, and the
Administrative Agent shall not have any duty or responsibility, either initially
or on a continuing basis, to provide any Lender with any credit or other
information with respect thereto, whether coming into its possession before
making of the Loans or at any time or times thereafter. The Administrative Agent
will promptly notify each Lender at any time that the Required Lenders have
instructed it to act or refrain from acting pursuant to ARTICLE X.

Section 11.3.     EXCULPATION, RIGHTS ETC.

Neither the Administrative Agent nor any of its officers, directors, agents,
employees or affiliates shall be liable to any Lender for any action taken or
omitted by them hereunder or under any of the other Loan Documents, or in
connection herewith or therewith, unless caused by its or their gross negligence
or willful misconduct. The Administrative Agent shall not be responsible to any
Lender for any recitals, statements, representations or warranties herein or for
the execution, effectiveness, genuineness, validity, enforceability,
collectibility, or sufficiency of any of the Loan Documents or any other
document or the financial condition of the Borrower. The Administrative Agent
shall not be required to make any inquiry concerning either the performance or
observance of any of the terms, provisions or conditions of this Agreement or
any of the Loan Documents or any other document or the financial condition of
the Borrower, or the existence or possible existence of any Unmatured Event of
Default or Event of Default unless requested to do so by the Required Lenders.
The Administrative Agent may at any time request instructions from the Lenders
with respect to any actions or approvals (including the failure to act or
approve) which by the terms of any of the Loan Documents, the Administrative
Agent is permitted or required to take or to grant, and if such instructions are
requested, the Administrative Agent shall be absolutely entitled to refrain from
taking any action or to withhold any approval and shall not be under any
liability whatsoever to any Person for refraining from any action or withholding
any approval under any of the Loan Documents until it shall have received such
instructions from the Required Lenders. Without limiting the foregoing, no
Lender shall have any right of action whatsoever against the Administrative
Agent as a result of the Administrative Agent acting, approving or refraining
from acting or approving under any of the Loan Documents in accordance with the
instructions of the Required Lenders or, to the extent required by SECTION 12.1,
all of the Lenders.


                                     -136-
<PAGE>   147

Section 11.4.     RELIANCE.

The Administrative Agent shall be entitled to rely, and shall be fully protected
in relying, upon any notice, writing, resolution notice, statement, certificate,
order or other document or any telephone, telex, teletype or telecopier message
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person, and, with respect to all matters pertaining herein or to
any of the other Loan Documents and its duties hereunder or thereunder, upon
advice of counsel selected by the Administrative Agent.

Section 11.5.     INDEMNIFICATION.

To the extent the Administrative Agent is not reimbursed and indemnified by the
Borrower, the Lenders will reimburse and indemnify the Administrative Agent for
and against any and all liabilities, obligations, losses, damages, claims,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by, or asserted
against the Administrative Agent, acting pursuant hereto in such capacity, in
any way relating to or arising out of this Agreement or any of the other Loan
Documents or any action taken or omitted by the Administrative Agent under this
Agreement or any of the other Loan Documents, in proportion to each Lender's
Aggregate Pro Rata Share of the Total Commitment; PROVIDED, HOWEVER, that no
Lender shall be liable for any portion of such liabilities, obligations, losses,
damages, claims, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the Administrative Agent's gross negligence or
willful misconduct. The obligations of the Lenders under this SECTION 11.5 shall
survive the payment in full of the Notes and the termination of this Agreement.

For purposes of this SECTION 11.5, "Aggregate Pro Rata Share" means, when used
with reference to any Lender and any described aggregate or total amount, an
amount equal to the result obtained by multiplying such desired aggregate or
total amount by a fraction the numerator of which shall be the aggregate
principal amount of such Lender's Revolving Loan, Term A Loan, and Term B Loan
and the denominator of which shall be aggregate of all of the Loans outstanding
hereunder.

Section 11.6.     THE ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.

With respect to its Loans and Commitments (and its Revolver Pro Rata Share, Term
A Pro Rata Share and Term B Pro Rata Share, as applicable, thereof), the
Administrative Agent shall have and may exercise the same rights and powers
hereunder and is subject to the same obligations and liabilities as and to the
extent set forth herein for any other Lender or holder of Obligations. The terms
"Lenders", "holder of Obligations" or "Required Lenders" or any similar terms
shall, unless the context clearly otherwise indicates, include the
Administrative Agent in its individual capacity as a Lender, one of the Required
Lenders or a holder of Obligations. The Administrative Agent may accept deposits
from, lend money to, and generally engage in any kind of banking, trust or other
business with the Borrower or any Subsidiary or affiliate of the Borrower as if
it were not acting as the Administrative Agent hereunder or under any other Loan
Document,


                                     -137-
<PAGE>   148

including, without limitation, the acceptance of fees or other consideration for
services without having to account for the same to any of the Lenders.

Section 11.7.     NOTICE OF DEFAULT.

The Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Event of Default or Unmatured Event of Default hereunder
unless the Administrative Agent has received written notice from a Lender or the
Borrower referring to this Agreement describing such Event of Default or
Unmatured Event of Default and stating that such notice is a "notice of
default". In the event that the Administrative Agent receives such a notice, the
Administrative Agent shall give prompt notice thereof to the Lenders.

Section 11.8.     HOLDERS OF OBLIGATIONS.

The Administrative Agent may deem and treat the payee of any Obligation as
reflected on the books and records of the Administrative Agent as the owner
thereof for all purposes hereof unless and until a written notice of the
assignment or transfer thereof shall have been filed with the Administrative
Agent pursuant to SECTION 12.8(c). 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 any Obligation shall be conclusive and binding on any
subsequent holder, transferee or assignee of such Obligation or of any
Obligation or Obligations granted in exchange therefor.

Section 11.9.     RESIGNATION BY THE ADMINISTRATIVE AGENT.

                  (a) The Administrative Agent may resign from the performance
of all its functions and duties hereunder at any time by giving fifteen (15)
Business Days' prior written notice to the Borrower and the Lenders. Such
resignation shall take effect upon the acceptance by a successor Administrative
Agent of appointment pursuant to clauses (b) and (c) below or as otherwise
provided below.

                  (b) Upon any such notice of resignation, the Required Lenders
shall appoint a successor the Administrative Agent who shall be satisfactory to
the Borrower and shall be an incorporated bank or trust company.

                  (c) If a successor the Administrative Agent shall not have
been so appointed within said fifteen (15) Business Day period, the
Administrative Agent, with the consent of the Borrower, shall then appoint a
successor who shall serve as the Administrative Agent until such time, if any,
as the Required Lenders, with the consent of the Borrower, appoint a successor
the Administrative Agent as provided above.

                  (d) If no successor the Administrative Agent has been
appointed pursuant to clause (b) or (c) by the twentieth (20th) Business Day
after the date such notice of resignation was given by the Administrative Agent,
the Administrative Agent's resignation shall become effective and the Required
Lenders shall thereafter perform all the duties of the Administrative


                                     -138-
<PAGE>   149

Agent hereunder until such time, if any, as the Required Lenders, with the
consent of the Borrower, appoint a successor Administrative Agent as provided
above.

                                  ARTICLE XII

                                  MISCELLANEOUS

Section 12.1.     NO WAIVER; MODIFICATIONS IN WRITING.

                  (a) No failure or delay on the part of the Administrative
Agent or any Lender in exercising any right, power or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right, power or remedy preclude any other or further exercise thereof or
the exercise of any other right, power or remedy. The remedies provided for
herein are cumulative and are not exclusive of any remedies that may be
available to the Administrative Agent or any Lender at law or in equity or
otherwise. Neither this Agreement nor any terms hereof may be amended, modified,
supplemented, waived, discharged, terminated or otherwise changed unless such
amendment, modification, supplement, waiver, discharge, termination or other
change is in writing signed by the Borrower and the Required Lenders, PROVIDED
that no such amendment, modification, supplement waiver, discharge, termination
or other change shall, without the consent of each Lender (other than a
Defaulting Lender) with Obligations directly affected thereby: (i) extend the
final scheduled maturity of any Loan or Note, or extend the stated maturity of
any Letter of Credit beyond the Revolver Termination Date, or reduce the rate or
extend the time of payment of interest or fees thereon, or reduce the principal
amount thereof, (ii) release all or substantially all of the Collateral (except
as expressly provided in the Security Documents) or Subsidiary Guarantor except
as expressly provided in the Security Documents or in a transaction permitted by
SECTION 8.3, (iii) amend, modify or waive any provision of this SECTION 12.1,
(iv) reduce the percentage specified in the definition of Required Lenders (it
being understood that, with the consent of the Required Lenders, the definition
of "Required Lenders" shall include lenders with respect to additional revolving
loans or term loans pursuant to this Agreement so long as such additional
revolving loans or term loans are on substantially the same basis as the
extensions of Revolving Loans or Term Loans, as the case may be, are included on
the date hereof) or (v) consent to the assignment or transfer by the Borrower of
any of its rights and obligations under this Agreement; PROVIDED, FURTHER, that
no such amendment, modification, supplement, waiver, discharge, termination or
other change shall (1) increase the Commitments of any Lender over the amount
thereof then in effect without the consent of such Lender, except as otherwise
provided in SECTION 2.8 (it being understood that waivers or modifications of
conditions precedent, covenants, Events of Default or Unmatured Events of
Default shall not constitute an increase of the Commitment of any Lender, and
that an increase in the available portion of any Commitment of any Lender shall
not constitute an increase in the Commitment of such Lender), (2) without the
consent of each affected Facing Agent, amend, modify or waive any provision of
SECTION 2.10 or alter its rights or obligations with respect to any Letter of
Credit, (3) without the consent of the Administrative Agent, amend, modify or
waive any provision of ARTICLE XI as same applies to the Administrative Agent or
any other provisions as same relates to the rights or obligations of the
Administrative Agent, (4) without the consent of the Administrative Agent,
amend, modify or waive any provisions relating


                                     -139-
<PAGE>   150
 to the rights or obligations of the Administrative Agent under the other Loan
Documents, (5) without the consent of the Majority Lenders of each Facility
which is being allocated a lesser prepayment, repayment or commitment reduction,
alter the required application of any prepayments or repayments (or commitment
reduction), as between the various Facilities pursuant to the first sentence of
SECTION 4.5(a) and the second and third sentence of SECTION 4.5(a) (although the
Required Lenders may waive in whole or in part, any such prepayment, repayment
or commitment reduction so long as the application, as amongst the various
Facilities, of any such prepayment, repayment or commitment reduction which is
still required to be made is not altered), (6) without the consent of the
Majority Lenders of each Facility, amend the definition of Majority Lenders, (7)
without the consent of the Majority Lenders of the Term A Facility, amend the
definition of Term A Pro Rata Share; without the consent of the Majority Lenders
of the Term B Facility, amend the definition of Term B Pro Rata Share; without
the consent of the Majority Lenders of the Revolving Facility, amend the
definition of Revolver Pro Rata Share, (8) without the consent of the Majority
Lenders of the Term A Facility, amend the definition of Scheduled Term A
Repayments; and without the consent of the Majority Lenders of the Term B
Facility, amend the definition of Scheduled Term B Repayments, or (9) without
the consent of 66 2/3% of the Lenders (other than Defaulting Lenders) amend,
modify or waive any provision of SECTION 9.4. Notwithstanding the foregoing, (i)
prior to the date specified in clause (ii) of the definition of "SYNDICATED
DATE" set forth in SECTION 1.1, (A) the Borrower and the Administrative Agent
may, without the consent of any Lender, agree to change, modify or alter the
terms of the Term B Facility (including, without limitation, pricing), or (B)
the Borrower and the Agents may, without the consent of any Lender, agree to
reallocate up to $50,000,000 of the Term A Commitments held by the Agents from
the Term A Facility to the Term B Facility (thereby increasing the Term B
Commitments of the Agents) and, in connection therewith, amend the definitions
of Scheduled Term A Repayments and Scheduled Term B Repayments and make such
other amendments and modifications to this Agreement necessary to effect such
reallocation and (ii) upon the execution and delivery of all documentation
required by the Administrative Agent to be delivered pursuant to SECTION 2.8 in
connection with a Commitment Increase Amount or the addition of the Term C
Facility, this Agreement shall be deemed amended without further action by any
Lender to reflect, as applicable, the new Lenders and their new Commitments and
any increase in the Commitment of any existing Lender and the terms of such
Commitment Increase Amount or Term C Facility.

                  (b) If, in connection with any proposed change, waiver,
discharge or termination to any of the provisions of this Agreement as
contemplated by clauses (i) through (v), inclusive, of the first proviso to the
third sentence of SECTION 12.1(a), the consent of the Required Lenders is
obtained but the consent of one or more of such other Lenders whose consent is
required is not obtained, then the Borrower shall have the right, so long as all
non-consenting Lenders whose individual consent is required are treated as
described in either clause (A) or (B) below, to either (A) replace each such
non-consenting Lender or Lenders (or, at the option of the Borrower if the
respective Lender's consent is required with respect to less than all Loans, to
replace only the respective Loans of the respective non-consenting Lender which
gave rise to the need to obtain such Lender's individual consent) with one or
more Replacement Lenders pursuant to SECTION 3.7 so long as at the time of such
replacement, each such Replacement Lender consents to the proposed amendment,
modification, supplement. waiver, discharge, termination or other change or (B)
terminate such non-consenting Lender's Revolving Commitment, as the case may be,
and repay all outstanding Loans of such Lender which gave rise to the need to
obtain such Lender's consent, in accordance with SECTION 4.1(b) and/or 4.3;
PROVIDED that, unless the Revolving Commitment, as the case may be, terminated
and Loans repaid pursuant to the preceding clause (B) are immediately replaced
in full at such time through the addition of new


                                     -140-
<PAGE>   151

Lenders or the increase of the Commitments and/or outstanding Loans of existing
Lenders (who in each case must specifically consent thereto), then in the case
of any action pursuant to preceding clause (B) the Required Lenders (determined
before giving effect to the proposed action) shall specifically consent thereto,
PROVIDED, FURTHER, that in any event the Borrower shall not have the right to
replace a Lender, terminate its Revolving Commitment or repay its Loans solely
as a result of the exercise of such Lender's rights (and the withholding of any
required consent by such Lender) contemplated by the second proviso to the third
sentence of SECTION 12.1(a).

Section 12.2.     FURTHER ASSURANCES.

The Borrower agrees to do such further acts and things and to execute and
deliver to the Administrative Agent such additional assignments, agreements,
powers and instruments, as the Administrative Agent may reasonably require or
deem advisable to carry into effect the purposes of this Agreement or any of the
Loan Documents or to better assure and confirm unto the Administrative Agent its
rights, powers and remedies hereunder.

Section 12.3.     NOTICES, ETC.

Except where oral or telephonic instructions or notices are authorized herein to
be given, all notices, demands, instructions and other communications required
or permitted to be given to or made upon any party hereto or any other Person
shall be in writing and shall be personally delivered or sent by registered or
certified mail, postage prepaid, return receipt requested, or by a reputable
overnight or courier delivery service, or by telecopier, and shall be deemed to
be given for purposes of this Agreement on the third day after deposit in
registered or certified mail, postage prepaid, and otherwise on the date that
such writing is delivered or sent to the intended recipient thereof, or in the
case of notice delivered by telecopy, upon completion of transmission with a
copy of such notice also being delivered under any of the other methods provided
above, all in accordance with the provisions of this SECTION 12.3. Unless
otherwise specified in a notice sent or delivered in accordance with the
foregoing provisions of this SECTION 12.3, notices, demands, instructions and
other communications in writing shall be given to or made upon the respective
parties hereto at their respective addresses (or to their respective telecopier
numbers) indicated on SCHEDULE 12.3 or, in the case of any Assignee, in the
applicable Assignment and Assumption Agreement and, in the case of telephonic
instructions or notices, by calling the telephone number or numbers indicated
for such party on its signature page to this Agreement or such Assignment and
Assumption Agreement, as the case may be.

Section 12.4.     COSTS, EXPENSES AND TAXES; INDEMNIFICATION.

                  (a) GENERALLY. The Borrower agrees (without duplication) to
pay all reasonable costs and expenses of the Agents in connection with the
negotiation, preparation, printing, typing, reproduction, execution and delivery
of this Agreement and the other Loan Documents and the documents and instruments
referred to herein and therein and any amendment, waiver, consent relating
hereto or thereto or other modifications of (or supplements to) any of the
foregoing and any and all other documents and instruments furnished pursuant


                                     -141-
<PAGE>   152


hereto or thereto or in connection herewith or therewith, including without
limitation, the reasonable fees and out-of-pocket expenses of Winston & Strawn,
special counsel to the Administrative Agent, and any local counsel retained by
the Administrative Agent relative thereto or the reasonable allocated costs of
staff counsel as well as the fees and out-of-pocket expenses of counsel,
independent public accountants and other outside experts retained by the
Administrative Agent in connection with the administration of this Agreement and
the other Loan Documents, and all search fees, appraisal fees and expenses,
title insurance policy fees, costs and expenses and filing and recording fees
and all costs and expenses (including, without limitation, Attorney Costs), if
any, of the Agents and the Lenders in connection with the enforcement of this
Agreement, any of the Loan Documents or any other agreement furnished pursuant
hereto or thereto or in connection herewith or therewith. In addition, the
Borrower shall pay any and all present and future stamp, transfer, excise and
other similar taxes payable or determined to be payable in connection with the
execution and delivery of this Agreement, any Loan Document, or the making of
any Loan (other than taxes based on the net income of the Lenders), and agrees
to save and hold the Administrative Agent and each Lender harmless from and
against any and all liabilities with respect to or resulting from any delay by
the Borrower in paying, or omission by the Borrower to pay, such taxes. Any
portion of the foregoing fees, costs and expenses which remains unpaid more than
thirty (30) days following the Administrative Agent's, any Agents' or any
Lender's statement and request for payment thereof shall bear interest from the
date of such statement and request to the date of payment at the Default Rate.
The Borrower will indemnify and hold harmless the Administrative Agent, each
Agent and each Lender and each director, officer, employee, partner, agent,
attorney, trustee and Affiliate of the Administrative Agent, each Agent and each
Lender (each such Person an "INDEMNIFIED PARTY") from and against all losses,
claims, damages, penalties, obligations (including removal or remedial actions),
expenses or liabilities which arise out of, in any way relate to, or result from
the transactions contemplated by this Agreement or any of the other Loan
Documents and to reimburse each Indemnified Party upon their demand, for any
Attorney Costs incurred in connection with investigating, preparing to defend or
defending any such loss, claim, damage, liability, action or claim; PROVIDED,
HOWEVER, (a) that no Indemnified Party shall have the right to be so indemnified
hereunder for any loss, claim, damage, penalties, obligations, expense or
liability to the extent it arises or results from the gross negligence or
willful misconduct of such Indemnified Party as finally determined by a court of
competent jurisdiction and (b) that nothing contained herein shall affect the
obligations and liabilities of the Lenders to the Borrower contained herein. If
any action, suit or proceeding arising from any of the foregoing is brought
against the Administrative Agent, any Agent, any Lender or any other Indemnified
Party, the Borrower will, if requested by the Administrative Agent, any Agent,
any Lender or any such Indemnified Party, resist and defend such action, suit or
proceeding or cause the same to be resisted and defended by counsel reasonably
satisfactory to the Person or Persons indemnified or intended to be indemnified.
Each Indemnified Party shall, unless the Administrative Agent, an Agent, a
Lender or other Indemnified Party has made the request described in the
preceding sentence and such request has been complied with, have the right to
employ its own counsel (or (but not as well as) staff counsel) to investigate
and control the defense of any matter covered by such indemnity and the
reasonable fees and expenses of such counsel shall be at the expense of the
indemnifying party. Excluding any liability arising out of the gross negligence
or willful misconduct of any Indemnified Party, the Borrower further agrees to
indemnify and hold each Indemnified Party harmless from all loss, cost
(including


                                     -142-
<PAGE>   153

Attorney Costs), liability and damage whatsoever incurred by any Indemnified
Party by reason of any violation of any Environmental Laws or Environmental
Permits or for the Release or threatened Release of any Contaminants into the
environment for which the Borrower or any of its Subsidiaries has any liability
or which occurs upon the Mortgaged Property or which is related to any property
currently or formerly owned, leased or operated by or on behalf of the Borrower
or any of its Subsidiaries, or by reason of the imposition of any Environmental
Lien in respect of the Borrower or its Subsidiaries or which occurs by a breach
of any of the representations, warranties or covenants relating to environmental
matters contained herein, including, without limitation, by reason of any
matters disclosed in SCHEDULE 6.17, PROVIDED that, with respect to any
liabilities arising from acts or failure to act for which the Borrower or any of
its Subsidiaries is strictly liable under any Environmental Law or Environmental
Permit, the Borrower's obligation to each Indemnified Party under this indemnity
shall likewise be without regard to fault on the part of the Borrower or any
such Subsidiary. If the Borrower shall fail to do any act or thing which it has
covenanted to do hereunder or any representation or warranty on the part of the
Borrower or any Subsidiary contained herein or in any other Loan Document shall
be breached, the Administrative Agent may (but shall not be obligated to) do the
same or cause it to be done or remedy any such breach, and may expend its funds
for such purpose, and will use its best efforts to give prompt written notice to
the Borrower that it proposes to take such action. Any and all amounts so
expended by the Administrative Agent shall be repaid to it by the Borrower
promptly upon the Administrative Agent's demand therefor, with interest at the
Default Rate in effect from time to time during the period including the date so
expended by the Administrative Agent to the date of repayment. To the extent
that the undertaking to indemnify, pay or hold harmless the Administrative Agent
or any Lender as set forth in this SECTION 12.4 may be unenforceable because it
is violative of any law or public policy, the Borrower shall make the maximum
contribution to the payment and satisfaction of each of the indemnified
liabilities which is permissible under applicable law. The obligations of the
Borrower under this SECTION 12.4 shall survive the termination of this
Agreement, the assignment by any Lender of all or any part of its Credit
Exposure hereunder and the discharge of the Borrower's other Obligations
hereunder.

                  (b) FOREIGN EXCHANGE INDEMNITY. If any sum due from the
Borrower under this Agreement or any order or judgment given or made in relation
hereto has to be converted from the currency (the "FIRST CURRENCY") in which the
same is payable hereunder or under such order or judgment into another currency
(the "SECOND CURRENCY") for the purpose of (i) making or filing a claim or proof
against the Borrower with any Governmental Authority or in any court or
tribunal, or (ii) enforcing any order or judgment given or made in relation
hereto, the Borrower shall indemnify and hold harmless each of the Persons to
whom such sum is due from and against any loss actually suffered as a result of
any discrepancy between (a) the rate of exchange used to convert the amount in
question from the first currency into the second currency, and (b) the rate or
rates of exchange at which such Person, acting in good faith in a commercially
reasonable manner, purchased the first currency with the second currency after
receipt of a sum paid to it in the second currency in satisfaction, in whole or
in part, of any such order, judgment, claim or proof. The foregoing indemnity
shall constitute a separate obligation of the Borrower distinct from its other
obligations hereunder and shall survive the giving or making of any judgment or
order in relation to all or any of such other obligations. Notwithstanding the


                                     -143-
<PAGE>   154


foregoing, payments of principal and interest on Loans denominated in Euro shall
be made in Euro.

Section 12.5.     CONFIRMATIONS.

Each of the Borrower and each holder of any portion of the Obligations agrees
from time to time, upon written request received by it from the other, to
confirm to the other in writing (with a copy of each such confirmation to the
Administrative Agent) the aggregate unpaid principal amount of the Loan or Loans
and other Obligations then outstanding.

Section 12.6.     ADJUSTMENT; SETOFF.

                  (a) If any Lender (a "BENEFITED LENDER") shall at any time
receive any payment of all or part of its Loans, or interest thereon, or receive
any collateral in respect thereof (whether voluntarily or involuntarily, by
setoff, pursuant to events or proceedings of the nature referred to in SECTION
10.1(e) or SECTION 10.1(f) hereof, or otherwise) in a greater proportion than
any such payment to and collateral received by any other Lender in respect of
such other Lender's Loans or interest thereon, such Benefited Lender shall
purchase for cash from the other Lenders such portion of each such other
Lender's Loans, or shall provide such other Lenders with the benefits of any
such collateral, or the proceeds thereof, as shall be necessary to cause such
Benefited Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each Lender; provided, HOWEVER, that if all or any portion
of such excess payment or benefits is thereafter recovered from such Benefited
Lender, such purchase shall be rescinded, and the purchase price and benefits
returned, to the extent of such recovery, but without interest unless the
Benefited Lender from which such excess payment is recovered is required by
court order to pay interest thereon, in which case each Lender returning funds
to such Benefited Lender shall pay its pro rata share of such interest. The
Borrower agrees that each Lender so purchasing a portion of another Lender's
Loans may exercise all rights of payment (including, without limitation, rights
of setoff) with respect to such portion as fully as if such Lender were the
direct holder of such portion.

                  (b) In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to the
Borrower, any such notice being expressly waived by the Borrower, upon the
occurrence and during the continuance of an Event of Default, to setoff and
apply against any Obligations, whether matured or unmatured, of the Borrower to
such Lender, any amount owing from such Lender to the Borrower, at or at any
time after, the happening of any of the above-mentioned events, and the
aforesaid right of setoff may be exercised by such Lender against the Borrower
or against any trustee in bankruptcy, debtor in possession, assignee for the
benefit of creditors, receivers, or execution, judgment or attachment creditor
of the Borrower, or against anyone else claiming through or against, the
Borrower or such trustee in bankruptcy, debtor in possession, assignee for the
benefit of creditors, receivers, or execution, judgment or attachment creditor,
notwithstanding the fact that such right of setoff shall not have been exercised
by such Lender prior to the making, filing or issuance, or service upon such
Lender of, or of notice of, any such petition, assignment for the benefit of
creditors, appointment or application for the appointment of a receiver, or
issuance of execution, subpoena,


                                     -144-
<PAGE>   155

order or warrant. Each Lender agrees promptly to notify the Borrower and the
Administrative Agent after any such setoff and application made by such Lender,
provided that the failure to give such notice shall not affect the validity of
such setoff and application.

                  (c) The Borrower expressly agrees that to the extent the
Borrower makes a payment or payments and such payment or payments, or any part
thereof, are subsequently invalidated, declared to be fraudulent or
preferential, set aside or are required to be repaid to a trustee, receiver, or
any other party under any bankruptcy act, state or federal law, common law or
equitable cause, then to the extent of such payment or repayment, the
Indebtedness to the Lenders or part thereof intended to be satisfied shall be
revived and continued in full force and effect as if said payment or payments
had not been made.

Section 12.7.     EXECUTION IN COUNTERPARTS.

This Agreement may be executed in any number of counterparts and by different
parties hereto on separate counterparts, each of which counterparts, 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 Agreement.

Section 12.8.     BINDING EFFECT; ASSIGNMENT; ADDITION AND SUBSTITUTION OF
                  LENDERS.

                  (a) This Agreement shall be binding upon, and inure to the
benefit of, the Borrower, the Administrative Agent, the Lenders, all future
holders of the Notes and their respective successors and assigns; PROVIDED,
HOWEVER, that the Borrower may not assign its rights or obligations hereunder or
in connection herewith or any interest herein (voluntarily, by operation of law
or otherwise) without the prior written consent of the Administrative Agent and
all of the Lenders.

                  (b) Each Lender may at any time sell to one or more banks or
other entities ("PARTICIPANTS") participating interests in all or any portion of
its Commitment and Loans or participation in Letters of Credit or any other
interest of such Lender hereunder (in respect of any Lender, its "CREDIT
EXPOSURE"). In the event of any such sale by a Lender of participating interests
to a Participant, such Lender's obligations under this Agreement shall remain
unchanged, such Lender shall remain solely responsible for the performance
thereof, and the Borrower and the Administrative Agent shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Each Lender shall from time to time upon
request of the Borrower notify the Borrower of the identity of any Participants
with respect to its Credit Exposure hereunder, provided, however, that failure
to provide such notice will not affect the validity of such participation. The
Borrower agrees that if amounts outstanding under this Agreement or any of the
Loan Documents are due or unpaid, or shall have been declared or shall have
become due and payable upon the occurrence of an Event of Default, each
Participant shall be deemed to have the right of setoff in respect of its
participating interest in amounts owing under this Agreement and the Loan
Documents to the same extent as if the amount of its participating interest were
owing directly to it as a Lender under this Agreement or any other Loan
Document, PROVIDED, HOWEVER, that such right of setoff

                                     -145-
<PAGE>   156
shall be subject to the obligation of such Participant to share with the
Lenders, and the Lenders agree to share with such Participant, as provided in
SECTION 12.6. The Borrower also agrees that each Participant shall be entitled
to the benefits of SECTION 3.5, 3.6 and 4.7 with respect to its participation in
the Loans outstanding from time to time, PROVIDED that such Participant's
benefits under SECTIONS 3.5, 3.6 and 4.7 shall be limited to the benefits that
the primary Lender would be entitled to thereunder. Each Lender agrees that any
agreement between such Lender and any such Participant in respect of such
participating interest shall not restrict such Lender's right to approve or
agree to any amendment, restatement, supplement or other modification to, waiver
of, or consent under, this Agreement or any of the Loan Documents except to the
extent that any of the foregoing would (i) extend the final scheduled maturity
of any Loan or Note in which such Participant is participating (it being
understood that amending the definitions of Scheduled Term A Repayment (other
than the Term Loan A Maturity Date) and Scheduled Term B Repayments (other than
the Term B Loan Maturity Date) shall not constitute an extension of the final
scheduled maturity of any Loan or Note) or extend the stated maturity of any
Letter of Credit in which such Participant is participating beyond the Revolver
Termination Date, or reduce the rate or extend the time of payment of interest
or fees on any such Loan, Note or Letter of Credit (except in connection with a
waiver of applicability of any post-default increase in interest rates) or
reduce the principal amount thereof, or increase the amount of the Participant's
participation over the amount thereof then in effect (it being understood that
waivers or modifications of conditions precedent, covenants, Events of Default
or Unmatured Events of Default or of a mandatory reduction in Commitments shall
not constitute a change in the terms of such participation, and that an increase
in any Commitment or Loan shall be permitted without the consent of any
Participant if the Participant's participation is not increased as a result
thereof), (ii) consent to the assignment or transfer by the Borrower of any of
its rights and obligations under this Agreement or (iii) release all or
substantially all of the Collateral under all of the Security Documents (except
as expressly provided in the Loan Documents) supporting the Loans and/or Letters
of Credit hereunder in which such Participant is participating.

                  (c) Any Lender may at any time assign to one or more Eligible
Assignees, including an Affiliate or Related Fund thereof (each an "ASSIGNEE"),
all or any part of its Credit Exposure pursuant to an Assignment and Assumption
Agreement, PROVIDED that (i) it assigns its Credit Exposure in an amount not
less than (A) the Dollar Equivalent of $5,000,000 (or if less the entire amount
of such Lender's Credit Exposure) of the Revolving Facility and/or Term A
Facility or (B) $1,000,000 (or if less the entire amount of such Lenders' Credit
Exposure) of the Term B Facility (PROVIDED that in the case of contemporaneous
assignments by a Lender to more than one Related Fund, the minimum amount of
$1,000,000 shall be applicable in the aggregate to all such contemporaneous
assignments) and (ii) any assignment of all or any portion of any Lender's
Credit Exposure to an Assignee other than an Affiliate of such Lender or another
Lender, or in the case of a Lender that is a fund any Related Fund of such
Lender, shall require the prior written consent of the Administrative Agent and,
in the absence of an Unmatured Event of Default or Event of Default, the
Borrower (the consent of the Borrower not to be unreasonably withheld or
delayed), PROVIDED, HOWEVER, that for the first twenty (20) Business Days
following the Initial Borrowing Date, assignments by the Agents shall not
require the consent of the Borrower) and PROVIDED FURTHER, that notwithstanding
the foregoing limitations, any Lender may at any time assign all or any part of
its Credit Exposure to any Affiliate of such Lender or to any


                                     -146-
<PAGE>   157

other Lender (treating any Related Fund of such Lender as a single Lender). Upon
execution of an Assignment and Assumption Agreement and the payment by the
parties thereto of a nonrefundable assignment fee of $3,500 in immediately
available funds to the Administrative Agent at its Payment Office in connection
with each such assignment (PROVIDED, that in the case of contemporaneous
assignments by a Lender to more than one Related Fund, only a single fee of
$3,500 shall be payable for all such contemporaneous assignments), written
notice thereof by such transferor Lender to the Administrative Agent and the
recording by the Administrative Agent in the Register of such assignment and the
resulting effect upon the Loans and/or Revolving Commitment of the assigning
Lender and the Assignee, the Assignee shall have, to the extent of such
assignment, the same rights and benefits as it would have if it were a Lender
hereunder and the holder of the Obligations (PROVIDED that the Borrower and the
Administrative Agent shall be entitled to continue to deal solely and directly
with the assignor Lender in connection with the interests so assigned to the
Assignee until written notice of such assignment, together with payment
instructions, addresses and related information with respect to the Assignee,
shall have been given to the Borrower and the Administrative Agent by the
assignor Lender and the Assignee) and, if the Assignee has expressly assumed,
for the benefit of the Borrower, some or all of the transferor Lender's
obligations hereunder, such transferor Lender shall be relieved of its
obligations hereunder to the extent of such assignment and assumption, and
except as described above, no further consent or action by the Borrower, the
Lenders or the Administrative Agent shall be required. At the time of each
assignment pursuant to this SECTION 12.8(c) to a Person which is not already a
Lender hereunder and which is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) for United States Federal income tax
purposes, the respective Assignee shall provide to the Borrower and the
Administrative Agent the appropriate IRS Forms (and, if applicable a Section
4.7(d)(ii) Certificate) described in SECTION 4.7(d). Each Assignee shall take
such Credit Exposure subject to the provisions of this Agreement and to any
request made, waiver or consent given or other action taken hereunder, prior to
the receipt by the Administrative Agent and the Borrower of written notice of
such transfer, by each previous holder of such Credit Exposure. Such Assignment
and Assumption Agreement shall be deemed to amend this Agreement and SCHEDULE
1.1(a) hereto, to the extent, and only to the extent, necessary to reflect the
addition of such Assignee as a Lender and the resulting adjustment of all or a
portion of the rights and obligations of such transferor Lender under this
Agreement, the Maximum Commitment, the determination of its Term A Pro Rata
Share, Term B Pro Rata Share, Revolver Pro Rata Share, as the case may be (in
each case, rounded to twelve decimal places), the Loans, any outstanding Letters
of Credit and any new Notes to be issued, at the Borrower's expense, to such
Assignee, and no further consent or action by the Borrower or the Lenders shall
be required to effect such amendments.

                  (d) The Borrower authorizes each Lender to disclose to any
Participant or Assignee (or its investment advisor) (each, a "TRANSFEREE") and
any prospective Transferee any and all financial information in such Lender's
possession concerning the Borrower and any Subsidiary of the Borrower which has
been delivered to such Lender by the Borrower pursuant to this Agreement or
which has been delivered to such Lender by the Borrower in connection with such
Lender's credit evaluation of the Borrower prior to entering into this
Agreement. Any Transferee or any prospective Transferee to whom such financial
information is disclosed shall


                                     -147-
<PAGE>   158

be required to maintain the confidentiality of such information pursuant to
SECTION 12.14 as if they were parties to this Agreement.

                  (e) Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time pledge or assign all or any portion of its
rights under this Agreement and the other Loan Documents (including, without
limitation, the Notes held by it) to any Federal Reserve Bank in accordance with
Regulation A of the Federal Reserve Board without notice to, or the consent of,
the Borrower or the Administrative Agent and without the consent of, or notice
to, the Borrower or the Administrative Agent, any Lender which is a fund may
pledge all or any portion of its Notes or Loans to its trustee in support of its
obligations to its trustee. No such pledge or assignment shall release the
transferor Lender from its obligations hereunder. No such pledge or assignment
shall release the transferor Lender from its obligations hereunder.

Section 12.9.     CONSENT TO JURISDICTION; MUTUAL WAIVER OF JURY TRIAL.

                  (A) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND,
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE ADMINISTRATIVE
AGENT AND EACH LENDER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF
ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS. THE BORROWER HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS CT
CORPORATION SYSTEM WITH OFFICES ON THE DATE HEREOF AT 111 EIGHTH STREET, NEW
YORK, NEW YORK 10011 AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND
ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF
ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN
ANY SUCH ACTION OR PROCEEDING. IF FOR ANY REASON SUCH DESIGNEE, APPOINTEE AND
AGENT SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, THE BORROWER AGREES TO
DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT IN NEW YORK CITY ON THE TERMS AND
FOR THE PURPOSES OF THIS PROVISION SATISFACTORY TO AGENT UNDER THIS AGREEMENT.
THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN
ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY, AT ITS ADDRESS SET FORTH
OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS
AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE
AGENT UNDER THIS AGREEMENT, ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR


                                     -148-
<PAGE>   159

OTHERWISE PROCEED AGAINST THE BORROWER IN ANY OTHER JURISDICTION.

                  (B) THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER
HEREBY IRREVOCABLY WAIVE ANY OBJECTION WHICH ANY OF THEM MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (A) ABOVE AND HEREBY FURTHER
IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY
SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.

                  (C) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY COURT OR JURISDICTION,
INCLUDING WITHOUT LIMITATION THOSE REFERRED TO IN CLAUSE (A) ABOVE, IN RESPECT
TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 12.10.    GOVERNING LAW.

THIS AGREEMENT AND EACH NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE
LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF SAID STATE, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.

Section 12.11.    SEVERABILITY OF PROVISIONS.

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

Section 12.12.    HEADINGS.

The Table of Contents and Article and Section headings used in this Agreement
are for convenience of reference only and shall not affect the construction of
this Agreement.

Section 12.13.    TERMINATION OF AGREEMENT.

This Agreement shall terminate when the Commitment of each Lender has terminated
and all outstanding Obligations and Loans have been paid in full and all Letters
of Credit have expired or been terminated; PROVIDED, HOWEVER, that the rights
and remedies of the Administrative Agent


                                     -149-
<PAGE>   160

and each Lender with respect to any representation and warranty made by the
Borrower pursuant to this Agreement or any other Loan Document, and the
indemnification provisions contained in this Agreement and any other Loan
Document, shall be continuing and shall survive any termination of this
Agreement or any other Loan Document.

Section 12.14.    CONFIDENTIALITY.

Each of the Lenders severally agrees to keep confidential all non-public
information pertaining to the Borrower and its Subsidiaries and their respective
predecessors in interest which is provided to it by any such parties in
accordance with such Lender's customary procedures for handling confidential
information of this nature and in a prudent fashion, and shall not disclose such
information to any Person except (i) to the extent such information is public
when received by such Lender or becomes public thereafter due to the act or
omission of any party other than a Lender, (ii) to the extent such information
is independently obtained from a source other than the Borrower or its
Subsidiaries and such information from such source is not, to such Lender's
knowledge, subject to an obligation of confidentiality or, if such information
is subject to an obligation of confidentiality, that disclosure of such
information is permitted, (iii) to an Affiliate of such Lender (or its
investment advisor), counsel, auditors, ratings agencies, examiners of any
regulatory authority having or asserting jurisdiction over such Lender,
accountants and other consultants retained by the Administrative Agent or any
Lender, (iv) in connection with any litigation or the enforcement of the rights
of any Lender or the Administrative Agent under this Agreement or any other Loan
Document, (v) to the extent required by any applicable statute, rule or
regulation or court order (including, without limitation, by way of subpoena) or
pursuant to the request of any Governmental Authority having or asserting
jurisdiction over any Lender or the Administrative Agent; provided, however,
that in such event, if the Lender(s) are able to do so, the Lender shall provide
the Borrower with prompt notice of such requested disclosure so that the
Borrower may seek a protective order or other appropriate remedy, and, in any
event, the Lenders will endeavor in good faith to provide only that portion of
such information which, in the reasonable judgment of the Lender(s), is relevant
and legally required to be provided, (vi) to any direct or indirect contractual
counterparty in swap agreements or such contractual counterparty's professional
advisors (so long as such contractual counterparty and its professional advisors
agree to be bound by the provisions of this SECTION 12.14), or (vii) to the
extent disclosure to other entities is appropriate in connection with any
proposed or actual assignment or grant of a participation by any of the Lenders
of interests in this Agreement and/or any of the other Loan Documents to such
other entities (who will in turn be required to maintain confidentiality as if
they were Lenders parties to this Agreement). In no event shall the
Administrative Agent or any Lender be obligated or required to return any such
information or other materials furnished by the Borrower.

Section 12.15.    CONCERNING THE COLLATERAL AND THE LOAN DOCUMENTS.

                  (a) AUTHORITY. Each Lender authorizes and directs BT to act as
Collateral Agent under the Security Documents and to enter into the Loan
Documents relating to the Collateral (including, without limitation, the
Security Agreements) for the benefit of the Lenders and the other Secured
Parties. Each Lender agrees that any action taken by the Administrative


                                     -150-
<PAGE>   161

Agent or the Required Lenders (or, where required by the express terms hereof, a
different proportion of the Lenders) in accordance with the provisions hereof or
of the other Loan Documents, and the exercise by the Administrative Agent, the
Collateral Agent or the Required Lenders (or, where so required, such different
proportion) 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 of the Lenders. Without limiting the generality of the foregoing, the
Administrative Agent or the Collateral Agent, as the case may be, shall have the
sole and exclusive right and authority to (i) act as the disbursing and
collecting agent for the Lenders with respect to all payments and collections
arising in connection herewith and with the Loan Documents relating to the
Collateral; (ii) execute and deliver each Loan Document relating to the
Collateral and accept delivery of each such agreement delivered by the Borrower
or any of its Subsidiaries, (iii) act as Collateral Agent for the Lenders and
certain other Secured Parties for purposes stated in the Security Documents to
the extent such perfection is required under the Loan Documents, PROVIDED,
HOWEVER, the Collateral Agent hereby appoints, authorizes and directs each
Lender to act as collateral sub-agent for the Collateral Agent and the Lenders
for purposes of the perfection of all security interests and Liens with respect
to the Borrower's and its Subsidiaries' respective deposit accounts maintained
with, and cash and Cash Equivalents held by, such Lender; (iv) manage, supervise
and otherwise deal with the Collateral; (v) take such action as is necessary or
desirable to maintain the perfection and priority of the security interests and
liens created or purported to be created by the Loan Documents, and (vi) except
as may be otherwise specifically restricted by the terms hereof or of any other
Loan Document, exercise all remedies given to the Administrative Agent or the
Lenders with respect to the Collateral under the Loan Documents relating
thereto, applicable law or otherwise.

                  (b) RELEASE OF COLLATERAL.

                      (i) The Administrative Agent and the Lenders hereby direct
the Administrative Agent or the Collateral Agent, as the case may be, to
release, in accordance with the terms hereof, any Lien held by the
Administrative Agent or the Collateral Agent, as the case may be, for the
benefit of the Secured Parties:

                          (A) against all of the Collateral, upon final and
indefeasible payment in full of the Loans and Obligations and termination
hereof;

                          (B) against any part of the Collateral sold or
disposed of by the Borrower or any of its Subsidiaries to the extent such sale
or disposition is permitted hereby (or permitted pursuant to a waiver or consent
of a transaction otherwise prohibited hereby);

                          (C) against any Collateral acquired by the Borrower or
any of its Subsidiaries after the Effective Date and at least 70% of the
purchase price therefor is within 120 days of the acquisition thereof financed
with Indebtedness secured by a Lien permitted by SECTION 8.1(c);

                          (D) so long as no Default or Event of Default has
occurred and is continuing, in the sole discretion of the Administrative Agent
upon the request of the


                                     -151-
<PAGE>   162

Borrower, against any part of the Collateral with a fair market value of less
than $5,000,000 in the aggregate during the term of this Agreement as such fair
market value may be certified to the Administrative Agent and the Collateral
Agent by the Borrower in an officer's certificate acceptable in form and
substance to the Administrative Agent and the Collateral Agent; and

                          (E) against a part of the Collateral which release
does not require the consent of all of the Lenders as set forth in SECTION
12.1(a)(ii), if such release is consented to by the Required Lenders.

                      (ii) Each of the Lenders hereby directs the Administrative
Agent to (or to cause the Administrative Agent to) execute and deliver or file
such termination and partial release statements and such other things as are
necessary to release Liens to be released pursuant to this SECTION 12.15
promptly upon the effectiveness of any such release or enter into intercreditor
agreements contemplated or permitted herein.

                  (c) NO OBLIGATION. Neither the Administrative Agent nor the
Collateral Agent shall have any obligation whatsoever to any Lender or to any
other Person to assure that the Collateral exists or is owned by the Borrower or
any of its Subsidiaries or is cared for, protected or insured or has been
encumbered or that the Liens granted to the Administrative Agent or the
Collateral Agent herein or pursuant to the Loan Documents have been properly or
sufficiently or lawfully created, perfected, protected or enforced or are
entitled to any particular priority, or to exercise at all or in any particular
manner or under any duty of care, disclosure or fidelity, or to continue
exercising, any of the rights, authorities and powers granted or available to
the Administrative Agent or the Collateral Agent in any of the Loan Documents,
it being understood and agreed that in respect of the Collateral, or any act,
omission or event related thereto, the Administrative Agent and the Collateral
Agent may act in any manner it may deem appropriate, in its sole discretion,
given the Administrative Agent's and the Collateral Agent's own interests in the
Collateral as one of the Lenders and that neither the Administrative Agent nor
the Collateral Agent shall have any duty or liability whatsoever to any Lender,
provided, that, notwithstanding the foregoing, the Administrative Agent and the
Collateral Agent shall be responsible for their respective grossly negligent
actions or actions constituting intentional misconduct

Section 12.16.    EFFECTIVENESS.

This Agreement shall become effective on the date (the "EFFECTIVE DATE") on
which the Borrower and each of the Lenders shall have signed a counterpart of
this Agreement (whether the same or different counterparts) and shall have
delivered the same to the Administrative Agent at the Notice Office (or to the
Administrative Agent's counsel as directed by such counsel) or, in the case of
the Lenders, shall have given to the Administrative Agent telephonic (confirmed
in writing), written, telex or facsimile notice (actually received) at such
office or the office of the Administrative Agent's counsel that the same has
been signed and mailed to it. The Administrative Agent will give the Borrower
and each Lender prompt written notice of the occurrence of the Effective Date.

Section 12.17.    REGISTRY.


                                     -152-
<PAGE>   163

The Borrower hereby designates the Administrative Agent to serve as the
Borrower's agent, solely for purposes of this SECTION 12.17 to maintain a
register (the "REGISTER") on which it will record the Commitments from time to
time of each of the Lenders, the Loans made by each of the Lenders and each
repayment in respect of the principal amount of the Loans of each Lender.
Failure to make any such recordation, or any error in such recordation shall not
affect the Borrower's obligations in respect of such Loans. With respect to any
Lender, the transfer of the Commitments of such Lender and the rights to the
principal of, and interest on, any Loan made pursuant to such Commitments shall
not be effective until such transfer is recorded on the Register maintained by
the Administrative Agent with respect to ownership of such Commitments and Loans
and prior to such recordation all amounts owing to the transferor with respect
to such Commitments and Loans shall remain owing to the transferor. The
registration of assignment or transfer of all or part of any Commitments and
Loans shall be recorded by the Administrative Agent on the Register only upon
the acceptance by the Administrative Agent of a properly executed and delivered
Assignment and Assumption Agreement pursuant to SECTION 12.8(c) and no
Assignment and Assumption Agreement shall be effective until so recorded.
Coincident with the delivery of such an Assignment and Assumption Agreement to
the Administrative Agent for acceptance and registration of assignment or
transfer of all or part of a Loan, or as soon thereafter as practicable, the
assigning or transferor Lender shall surrender the Note evidencing such Loan,
and thereupon one or more new Notes in the same aggregate principal amount then
owing to such assignor or transferor Lender shall be issued to the assigning or
transferor Lender and/or the new Lender. The Borrower agrees to indemnify the
Administrative Agent from and against any and all losses, claims, damages and
liabilities of whatsoever nature which may be imposed on, asserted against or
incurred by the Administrative Agent in performing its duties under this SECTION
12.17; PROVIDED, HOWEVER that the Administrative Agent shall not have the right
to be so indemnified under this SECTION 12.17 for any loss, claim, damage,
penalties, obligations, expense or liability to the extent it arises from the
gross negligence or willful misconduct of the Administrative Agent as finally
determined by a court of competent jurisdiction.

                            [Signature pages follow]


                                     -153-
<PAGE>   164





                  IN WITNESS WHEREOF, the parties hereto caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

                                        GENCORP INC.



                                        By: /s/ Terry L. Hall
                                            -----------------
                                            Name:  Terry L. Hall
                                            Title: Senior Vice President and
                                                   Chief Financial Officer




                       Signature Page to Credit Agreement


<PAGE>   165


                               BANKERS TRUST COMPANY,
                               individually and as Administrative Agent

                               By:  /s/ Marguerite Sutton
                                    ---------------------
                                    Name:  Marguerite Sutton
                                    Title: Vice President
















                       Signature Page to Credit Agreement


<PAGE>   166


                                   BANK ONE, NA,
                                   individually and as Syndication Agent

                                   By:  /s/ Richard G. Hillsman
                                        -----------------------
                                        Name:  Richard G. Hillsman
                                        Title: First Vice President



















                       Signature Page to Credit Agreement

<PAGE>   167




                                ABN AMRO Bank N.V.,
                                individually and as Documentation Agent

                                By: /s/ Gina M. Brusafori
                                    ---------------------
                                    Name:  Gina M. Brusafori
                                    Title: Senior Vice President

                                By: /s/ R. Clay Jackson
                                    -------------------
                                    Name:  R. Clay Jackson
                                    Title: Senior Vice President




















                       Signature Page to Credit Agreement



<PAGE>   168


                                THE BANK OF NEW YORK,
                                as Lender

                                By: /s/ Elizabeth T. Ying
                                    ---------------------
                                    Name:  Elizabeth T. Ying
                                    Title: Vice President
















                       Signature Page to Credit Agreement

<PAGE>   169


                                BANK OF NOVA SCOTIA,
                                as Lender

                                By: /s/ Mark Sparrow
                                    ----------------
                                    Name:  Mark Sparrow
                                    Title: Director



















                       Signature Page to Credit Agreement

<PAGE>   170


                                THE NORTHERN TRUST COMPANY,
                                as Lender

                                By: /s/ David J. Mitchell
                                    ---------------------
                                    Name:  David J. Mitchell
                                    Title: Vice President

















                       Signature Page to Credit Agreement

<PAGE>   171


                                WELLS FARGO BANK, NA
                                as Lender

                                By: /s/ Daniel G. Adams
                                    -------------------
                                    Name:  Daniel G. Adams
                                    Title: Vice President
























                       Signature Page to Credit Agreement

<PAGE>   172





                                                                SCHEDULE 1.1(a)
                                                                ---------------

                                   COMMITMENTS
                                   -----------
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
                                                                                   Multicurrency
                                                                                  Commitment (as a
                              Amount of        Amount of            Amount of    subcomponent of the
                                Term A           Term B             Revolving         Revolving
       Lender              Loan Commitment   Loan Commitment       Commitment         Commitment)
       ------              ---------------   ---------------       ----------         -----------
---------------------------------------------------------------------------------------------------
<S>                          <C>               <C>                 <C>                <C>
Bankers Trust Company        $ 41,250,000      $ 95,000,000        $ 41,250,000       $ 20,625,000
---------------------------------------------------------------------------------------------------
Bank One, NA                 $ 41,250,000      $ 95,000,000        $ 41,250,000       $ 20,625,000
---------------------------------------------------------------------------------------------------
ABN Amro Bank, B.V.          $ 25,000,000      $      -0-          $ 25,000,000       $ 12,500,000
---------------------------------------------------------------------------------------------------
Bank of Nova Scotia          $ 15,000,000      $      -0-          $ 15,000,000       $  7,500,000
---------------------------------------------------------------------------------------------------
The Bank of New York         $ 12,500,000      $      -0-          $ 12,500,000       $  6,250,000
---------------------------------------------------------------------------------------------------
The Northern Trust Company   $  7,500,000      $ 10,000,000        $  7,500,000       $  3,750,000
---------------------------------------------------------------------------------------------------
Wells Fargo Bank, NA         $  7,500,000      $      -0-          $  7,500,000       $  3,750,000
---------------------------------------------------------------------------------------------------
Total                        $150,000,000      $200,000,000        $150,000,000       $ 75,000,000
---------------------------------------------------------------------------------------------------
</TABLE>