<PAGE>   1
                                                                   EXHIBIT 10.84



                                CREDIT FACILITIES
                                       AND
                             REIMBURSEMENT AGREEMENT



                                  by and among



                          GREENFIELD INDUSTRIES, INC.,
                                 CIRBO LIMITED,
                                       and
                        KEMMER HARTMETALLWERKZEUGE GMBH,
                                  as Borrowers

                                NATIONSBANK, N.A.
                         WACHOVIA BANK OF GEORGIA, N.A.,
                             SUNTRUST BANK, ATLANTA,
                         COMMERZBANK AG, ATLANTA AGENCY,
                          NATIONAL CITY BANK, KENTUCKY,
                                       and
                      FIRST UNION NATIONAL BANK OF GEORGIA,
                                   as Lenders

                                       and

                           NATIONSBANK, N.A., as Agent






                                December 9, 1996
<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                       Page
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<S>   <C>                                                                                <C>
                                    ARTICLE I
                              Definitions and Terms

1.01  Definitions.........................................................................2
1.02  Accounting Terms...................................................................27
1.03  Currency Equivalents Generally.....................................................27

                                   ARTICLE II
                                    The Loans

2.01  Commitments........................................................................28
2.02  Competitive Bid Loans..............................................................32
2.03  Payment of Interest................................................................36
2.04  Payment of Principal...............................................................37
2.05  Non-Conforming Payments............................................................37
2.06  Applicable Borrower's Accounts.....................................................38
2.07  Notes  ............................................................................38
2.08  Pro Rata Payments..................................................................39
2.09  Reductions.........................................................................39
2.10  Increase and Decrease in Amounts...................................................40
2.11  Conversions and Elections of Subsequent Interest Periods...........................40
2.12  Revolving Credit Unused Fee........................................................40
2.13  Deficiency Advances................................................................41
2.14  Adjustments by Agent...............................................................42
2.15  Use of Proceeds....................................................................42
2.16  Swing Line.........................................................................42
2.17  Extension of Reserve Line Termination Date.........................................44
2.18  Additional Fees....................................................................44

                                   ARTICLE III
                                Letters of Credit

3.01  Letters of Credit..................................................................46
3.02  Reimbursement......................................................................46
3.03  Letter of Credit Fee...............................................................50
3.04  Administrative Fees................................................................51

                                   ARTICLE IV
                         Yield Protection and Illegality

4.01  Additional Costs...................................................................52
4.02  Suspension of Loans................................................................54
4.03  Illegality.........................................................................54
4.04  Compensation.......................................................................55
4.05  Alternate Loan and Lender..........................................................56
4.06  Taxes  ............................................................................56
4.07  Unavailability of Offshore Currency................................................58
4.08  Alternate Lending Installation.....................................................59
</TABLE>



                                       i
<PAGE>   3
<TABLE>
<CAPTION>
                                                                                       Page
                                                                                       ----
<S>   <C>                                                                                <C>
                                    ARTICLE V
                     Conditions to Making Loans and Issuing
                                Letters of Credit

5.01  Conditions of Initial Advance and Issuance of Letters of Credit....................60
5.02  Conditions of Loans................................................................61

                                   ARTICLE VI
                         Representations and Warranties

6.01  Representations and Warranties.....................................................64

                                   ARTICLE VII
                              Affirmative Covenants

7.01  Financial Reports, Etc.............................................................71
7.02  Maintain Properties................................................................72
7.03  Existence, Qualification, Etc......................................................72
7.04  Regulations and Taxes..............................................................73
7.05  Insurance..........................................................................73
7.06  True Books.........................................................................73
7.07  Pay Indebtedness to Lenders and Perform Other Covenants............................73
7.08  Right of Inspection................................................................73
7.09  Observe all Laws...................................................................74
7.10  Covenants Extending to Subsidiaries................................................74
7.11  Officer's Knowledge of Default.....................................................74
7.12  Suits or Other Proceedings.........................................................74
7.13  Notice of Discharge of Hazardous Material or Environmental Complaint...............74
7.14  Environmental Compliance...........................................................74
7.15  Indemnification....................................................................75
7.16  Further Assurances.................................................................75
7.17  Benefit Plans......................................................................75
7.18  Continued Operations...............................................................76
7.19  Use of Proceeds....................................................................76
7.20  New Subsidiaries...................................................................76

                                  ARTICLE VIII
                               Negative Covenants

8.01  Consolidated Net Worth.............................................................79
8.02  Indebtedness for Money Borrowed to Total Capitalization............................79
8.03  Consolidated Fixed Charge Ratio....................................................79
8.04  Capital Expenditures...............................................................79
8.05  Indebtedness for Money Borrowed to EBITDA..........................................79
8.06  Indebtedness.......................................................................80
8.07  Liens  ............................................................................80
8.08  Transfer of Assets.................................................................81
</TABLE>



                                       ii
<PAGE>   4
<TABLE>
<CAPTION>
                                                                                       Page
                                                                                       ----
<S>   <C>                                                                               <C>
8.09  Investments; Acquisitions..........................................................81
8.10  Merger or Consolidation............................................................82
8.11  Transactions with Affiliates.......................................................83
8.12  Benefit Plans......................................................................83
8.13  Fiscal Year........................................................................84
8.14  Dissolution, etc...................................................................84
8.15  Rate Hedging Obligations...........................................................84

                                   ARTICLE IX
                       Events of Default and Acceleration

9.01  Events of Default..................................................................85
9.02  Agent to Act.......................................................................88
9.03  Cumulative Rights..................................................................88
9.04  No Waiver..........................................................................89
9.05  Default............................................................................89
9.06  Allocation of Proceeds.............................................................89

                                    ARTICLE X
                                    The Agent

10.01  Appointment.......................................................................91
10.02  Attorneys-in-fact.................................................................91
10.03  Limitation on Liability...........................................................91
10.04  Reliance..........................................................................92
10.05  Notice of Default.................................................................92
10.06  No Representations................................................................92
10.07  Indemnification...................................................................93
10.08  Lender............................................................................93
10.09  Resignation.......................................................................93
10.10  Sharing of Payments, etc..........................................................94
10.11  One Lender........................................................................95

                                   ARTICLE XI
                                  Miscellaneous

11.01  Assignments and Participations....................................................96
11.02  Notices...........................................................................98
11.03  Setoff............................................................................99
11.04  Survival..........................................................................99
11.05  Expenses..........................................................................99
11.06  Amendments.......................................................................100
11.07  Counterparts.....................................................................101
11.08  Waivers by the Borrowers.........................................................101
11.09  Termination......................................................................102
11.10  Governing Law; Jurisdiction and Venue............................................102
11.12  Indemnification..................................................................104
11.13  Headings and References..........................................................105
11.14  Severability.....................................................................106
11.15  Entire Agreement.................................................................106
11.16  Agreement Controls...............................................................106
</TABLE>



                                      iii
<PAGE>   5
<TABLE>
<CAPTION>
                                                                                       Page
                                                                                       ----
<S>   <C>                                                                       <C>
11.17  Usury Savings Clause.............................................................106
11.18  Confidentiality..................................................................107
11.19  Currency Indemnity...............................................................107

EXHIBIT A       Applicable Commitment Percentages.......................................A-1
EXHIBIT B       Form of Assignment and Acceptance.......................................B-1
EXHIBIT C       Notice of Appointment (or Revocation) of
                 Authorized Representative..............................................C-1
EXHIBIT D       Form of Borrowing Notice--Loans.........................................D-1
EXHIBIT E       Form of Competitive Bid Note............................................E-1
EXHIBIT F       Permitted Acquisitions Certificate......................................F-1
EXHIBIT G       Form of Reserve Line Notes..............................................G-1
EXHIBIT H-1     Form of Domestic Revolving Credit Notes...............................H-1-1
EXHIBIT H-2     Form of Foreign Revolving Credit Notes................................H-2-1
EXHIBIT I       Interest Rate Selection Notice..........................................I-1
EXHIBIT J       Form of Competitive Bid Quote Request...................................J-1
EXHIBIT K       Form of Competitive Bid Quote...........................................K-1
EXHIBIT L-1     Form of Opinion of United States Counsel to
                 each Borrower, Domestic Subsidiaries.................................L-1-1
EXHIBIT L-2     Form of Opinion of British Counsel to ................................L-2-1
EXHIBIT L-3     Form of Opinion of German Counsel to Kemmer H.........................L-3-1
EXHIBIT L-4     Form of Opinion of Foreign Counsel to Foreign
                 Subsidiaries.........................................................L-4-1
EXHIBIT M       Compliance Certificate..................................................M-1
EXHIBIT N-1     Form of Cirbo Pledge Agreement........................................N-1-1
EXHIBIT N-2     Form of Kemmer H Pledge Agreement.....................................N-2-1
EXHIBIT N-3     Form of RTW Pledge Agreement..........................................N-3-1
Schedule 6.01(d)  Subsidiaries and Investments..................................SCH-6.01(d)
Schedule 6.01(f)  Contingent Liabilities........................................SCH-6.01(f)
Schedule 6.01(g)  Liens.........................................................SCH-6.01(g)
Schedule 6.01(j)  Litigation....................................................SCH-6.01(j)
Schedule 6.01(p)  ERISA Matters.................................................SCH-6.01(p)
Schedule 6.01(r)  Environmental Issues..........................................SCH-6.01(r)
Schedule 7.05     Existing Insurance...............................................SCH-7.05
Schedule 8.06     Indebtedness.....................................................SCH-8.06
</TABLE>



                                       iv
<PAGE>   6
                  CREDIT FACILITIES AND REIMBURSEMENT AGREEMENT


         THIS CREDIT FACILITIES AND REIMBURSEMENT AGREEMENT, dated as of
December 9, 1996 (the "Agreement"), is made by and among:

         GREENFIELD INDUSTRIES, INC., a Delaware corporation having its
principal place of business in Augusta, Georgia ("Greenfield"), CIRBO LIMITED,
an English corporation having its principal place of business in London, England
("Cirbo"), and KEMMER HARTMETALLWERKZEUGE GMBH, a German corporation having its
principal place of business in Schwabisch Gmund, Germany ("Kemmer H");
(hereinafter Greenfield, Cirbo and Kemmer H may be referred to individually as a
"Borrower" or collectively as the "Borrowers"); and

         NATIONSBANK, N.A., a national banking association organized and
existing under the laws of the United States of America and having its principal
place of business in Atlanta, Georgia ("NationsBank"), WACHOVIA BANK OF GEORGIA,
N.A., SUNTRUST BANK, ATLANTA, COMMERZBANK AG, ATLANTA AGENCY ("Commerzbank"),
NATIONAL CITY BANK, KENTUCKY, FIRST UNION NATIONAL BANK OF GEORGIA, and each
other lender which may hereafter execute and deliver an instrument of assignment
with respect to this Agreement pursuant to Section 11.01 (hereinafter
NationsBank, Commerzbank and such other lenders may be referred to individually
as a "Lender" or collectively as the "Lenders"); and

         NATIONSBANK, N.A., in its capacity as agent for the Lenders
(in such capacity, the "Agent");

                              W I T N E S S E T H:

         WHEREAS, the Borrowers desire that the Lenders make available to the
Borrowers a multi-currency revolving credit facility of $130,000,000, and a
Dollar-denominated reserve line of credit facility of $50,000,000 (collectively,
the "Facilities"), the proceeds of which will be used (a) to repay all
outstanding principal, interest and other amounts under the Existing Credit
Facility and the Existing FC Facility (as each such term is defined herein), and
(b) for general corporate purposes, as set forth herein; and

         WHEREAS, the Lenders are willing to provide the Facilities subject to
the terms and conditions set forth herein;

         NOW, THEREFORE, the Borrowers, the Lenders and the Agent hereby agree
as follows:
<PAGE>   7
                                    ARTICLE I

                              Definitions and Terms

         1.01 Definitions. For the purposes of this Agreement, in addition to
the definitions set forth above, the following terms shall have the respective
meanings set forth below:

                  "Absolute Rate" has the meaning assigned to such term in
         Section 2.02(c)(ii)(C) hereof;

                  "Advance" means a borrowing under (i) the Revolving Credit
         Facility or the Reserve Line Facility, consisting of the aggregate
         principal amount of a Base Rate Loan or a Eurodollar Loan, as the case
         may be or (ii) the Swing Line consisting of Base Rate Loans or (iii)
         the Competitive Bid Facility consisting of Competitive Bid Loans;

                  "Advance Date Exchange Rate" means, with respect to a
         specified Advance, Loan or Letter of Credit, the Spot Rate of Exchange
         as of the date two (2) Business Days preceding the date such Advance or
         Loan is originally made or such Letter of Credit is issued, provided
         that, if such Advance or Loan is continued for a subsequent Interest
         Period or converted pursuant to Section 2.11, the Advance Date Exchange
         Rate with respect to such Advance or Loan shall be the Spot Rate of
         Exchange two Business Days preceding the effective date of the latest
         continuation or conversion of such Advance or Loan, and the Dollar
         Value of such Advance or Loan shall be adjusted as set forth in Section
         2.01; provided, further, that in the case of a drawing under a Letter
         of Credit, the Spot Rate of Exchange shall be as of the date of such
         drawing;

                  "Affiliate" means a Person (i) which directly or indirectly
         through one or more intermediaries controls, or is controlled by, or is
         under common control with Greenfield; (ii) which beneficially owns or
         holds 5% or more of any class of the outstanding voting stock (or in
         the case of a Person which is not a corporation, 5% or more of the
         equity interest) of Greenfield; or (iii) 5% or more of any class of the
         outstanding voting stock (or in the case of a Person which is not a
         corporation, 5% or more of the equity interest) of which is
         beneficially owned or held by Greenfield. The term "control" means the
         possession, directly or indirectly, of the power to direct or cause the
         direction of the management and policies of a Person, whether through
         ownership of voting stock, by contract or otherwise;

                  "Applicable Borrower's Account" means, with respect to a
         specified Borrower, a demand deposit account with the Agent, which may
         be maintained at one or more offices of the Agent or an agent of the
         Agent, and which is identified by an Authorized Representative (in a
         written notice to the Agent) 


                                       2
<PAGE>   8
         as the Applicable Borrower's Account for receipt of proceeds of Loans
         to such Borrower in Dollars;

                  "Applicable Commitment Percentage" means, for each Lender with
         respect to each of the Revolving Credit Facility (including its
         Participations and its obligations hereunder to NationsBank to acquire
         Participations) or the Reserve Line Facility, as the case may be (each
         a type of "credit exposure"), a fraction (expressed as a percentage),
         (A) the numerator of which shall be the then amount of such Lender's
         Revolving Credit Commitment or Reserve Line Commitment, as applicable
         (which Revolving Credit Commitment and Reserve Line Commitment for each
         Lender as of the Effective Date is as set forth in Exhibit A attached
         hereto and incorporated herein by this reference), and (B) the
         denominator of which shall be, respectively, the Total Revolving Credit
         Commitment or Total Reserve Line Commitment, as applicable; provided
         that each Applicable Commitment Percentage of each Lender shall be
         increased or decreased to reflect any assignments to or by such Lender
         effected in accordance with Section 11.01 hereof and any voluntary or
         mandatory reductions in such committed amounts;

                  "Applicable Currency" means, as to any particular Loan,
         Advance or Letter of Credit, Dollars or the Offshore Currency in which
         it is denominated and payable, as designated (in the case of Loans and
         Advances) in the respective Borrowing Notice;

                  "Applicable Eurodollar Rate" means with respect to any
         Eurodollar Loan, the Eurodollar Revolver Rate or the Eurodollar Reserve
         Line Rate, as applicable to such Eurodollar Loan;

                  "Applicable Funding Bank" means, with respect to an Offshore
         Currency, a banking institution approved by the Agent located within a
         country for which such Offshore Currency is the official national
         currency;

                  "Applicable Interest Addition" means for each Eurodollar Loan
         the interest on which is computed by reference to the Eurodollar
         Revolver Rate or Eurodollar Reserve Line Rate, as the case may be, that
         percent per annum set forth below, which shall be (i) determined as of
         each Determination Date and furnished to the Agent not later than the
         time set forth in Section 7.01(a) and (b) hereof (the "Compliance
         Date") and (ii) applicable to all Loans existing on the first day of
         the fiscal quarter next following the Compliance Date, based upon the
         ratio of (X) Consolidated Indebtedness for Money Borrowed as at the
         Determination Date to (Y) Consolidated EBITDA for the Four-Quarter
         Period of Borrower ended at the Determination Date, as specified below:


                                       3
<PAGE>   9
<TABLE>
<CAPTION>
             Consolidated
             ------------
         Indebtedness for Money                        Applicable Interest Addition
         ----------------------                        ----------------------------
         Borrowed/Consolidated                Eurodollar Revolver     Eurodollar Reserve
         ---------------------                -------------------     ------------------
             EBITDA Ratio                             Rate                   Rate
             ------------                             ----                   ----
         <S>                                          <C>                    <C>
         a) Greater than 3.00 to 1.00                 1.125%                 1.250%

         b) Equal to or Less than
            3.00 to 1.00 but Greater
            than 2.00 to 1.00                         0.875%                 1.000%

         c) Equal to or Less than
            2.00 to 1.00 but Greater
            than 1.00 to 1.00                         0.625%                 0.750%

         d) Equal to or Less than
            1.00 to 1.00                              0.375%                 0.500%
</TABLE>

                  "Applicable Offshore Currency Commitment" shall mean, as
         applicable, the Total Deutsche Mark Commitment or the Total Pounds
         Sterling Commitment.

                  "Applications and Agreements for Letters of Credit" means,
         collectively, the Applications and Agreements for Domestic Letters of
         Credit executed by Greenfield and for Foreign Letters of Credit
         executed by the Borrowers from time to time, and in each case delivered
         to NationsBank to support the issuance of Letters of Credit;

                  "Assignment and Acceptance" shall mean an Assignment and
         Acceptance in the form of Exhibit B (with blanks appropriately filled
         in) delivered to the Agent in connection with an assignment of a
         Lender's interest under this Agreement pursuant to Section 11.01;

                  "Authorized Representative" means, with respect to each
         Borrower, any of the Chairman, Vice Chairmen, President, Executive Vice
         Presidents or Vice Presidents of Greenfield and, with respect to
         financial matters, the Treasurer, chief financial officer or any
         Assistant Treasurer of Greenfield or any other person expressly
         designated by the Board of Directors (or, in the case of Kemmer H, a
         Geschaftsfuhrer) of each of the Borrowers (or the appropriate committee
         thereof) as an Authorized Representative of the Borrowers, as set forth
         from time to time in a certificate in the form attached hereto as
         Exhibit C;

                  "Base Rate" means the greater of (i) the Prime Rate or (ii)
         the Federal Funds Effective Rate plus one-half of one percent (1/2%),
         each change in such Base Rate to be effective as of the effective date
         of any change in the Prime Rate or the Federal Funds Effective Rate
         giving rise thereto;


                                       4
<PAGE>   10
                  "Base Rate Loan" means a Loan for which the rate of interest
         is determined by reference to the Base Rate; provided that no Offshore
         Currency Loan shall bear interest at the Base Rate;

                  "Base Rate Refunding Loan" means a Base Rate Loan made either
         to (i) satisfy Reimbursement Obligations arising from a drawing under a
         Letter of Credit or (ii) pay NationsBank in respect of all Swing Line
         Outstandings;

                  "Board" means the Board of Governors of the Federal Reserve
         System (or any successor body);

                  "Borrowing Notice" means the notice delivered by an Authorized
         Representative in connection with an Advance under the Revolving Credit
         Facility or the Reserve Line Facility, in the form attached hereto as
         Exhibit D;

                  "Business Day" means (i) with respect to any Base Rate Loan or
         any Competitive Bid Loan (other than a Eurodollar Loan) any day which
         is not a Saturday, Sunday or a day on which banks in the States of New
         York and North Carolina are authorized or obligated by law, executive
         order or governmental decree to be closed and (ii) with respect to any
         Eurodollar Loan, any day which is a Business Day, as described above,
         and on which the relevant international financial markets are open for
         the transaction of the business contemplated by this Agreement in
         London, England and New York, New York;

                  "Capital Expenditures" means for any period the sum of
         (without duplication) (i) all expenditures (whether paid in cash or
         accrued as liabilities) by Greenfield or any Subsidiary during that
         period that are for items that would be classified as "property, plant
         or equipment" or comparable items on the consolidated balance sheet of
         Greenfield, plus (ii) with respect to any Capital Lease entered into by
         Greenfield or its Subsidiaries during such period, the present value of
         the lease payments due under such Capital Lease over the term of such
         Capital Lease applying a discount rate equal to the interest rate
         provided in such lease (or in the absence of a stated interest rate
         that rate used in the preparation of the financial statements described
         in Section 7.01(a) hereof), excluding, however, the amount of any
         Capital Expenditures paid for with proceeds of casualty insurance;

                  "Capital Leases" means all leases which have been or should be
         capitalized in accordance with Generally Accepted Accounting Principles
         as in effect from time to time including Statement No. 13 of the
         Financial Accounting Standards Board and any successor thereof;


                                       5
<PAGE>   11
                  "Cirbo Pledge Agreement" means that certain Stock Pledge
         Agreement in substantially the form of Exhibit N-1 hereto, dated as of
         the date hereof, duly executed and delivered by Greenfield, pledging
         sixty-five percent (65%) of the issued and outstanding shares of the
         capital stock of Cirbo in favor of the Agent, on behalf of the Lenders,
         as the same be amended, supplemented or otherwise modified from time to
         time.

                  "Closing Date" means the date as of which this Agreement is
         executed by the Borrowers, the Lenders and the Agent;

                  "Code" means the Internal Revenue Code of 1986, as amended,
         any successor provision or provisions and any regulations promulgated
         thereunder;

                  "Competitive Bid Borrowing" has the meaning assigned to such
         term in Section 2.02 hereof;

                  "Competitive Bid Facility" means the facility described in
         Section 2.02 hereof providing for Competitive Bid Loans to Greenfield;

                  "Competitive Bid Loan Commitment" means the amount which a
         Lender has offered to loan to Greenfield pursuant to a Competitive Bid
         Quote by such Lender not to exceed in the aggregate the Total Revolving
         Credit Commitment;

                  "Competitive Bid Loans" means the Loans bearing interest at an
         Absolute Rate provided for in Section 2.02 hereof;

                  "Competitive Bid Notes" means, collectively, the promissory
         notes of Greenfield with respect to Competitive Bid Loans provided for
         by Section 2.02 hereof executed and delivered to the Lenders as
         provided in Section 2.07(c) substantially in the form attached hereto
         as Exhibit E and incorporated herein by reference, with appropriate
         insertions as to dates and names of Lenders, and all promissory notes
         delivered in substitution or exchange therefor, in each case as the
         same shall be amended, modified or supplemented and in effect from time
         to time;

                  "Competitive Bid Quote" means an offer in accordance with
         Section 2.02 hereof by a Lender to make a Competitive Bid Loan with one
         single specified interest rate;

                  "Competitive Bid Quote Request" has the meaning assigned to
         such term in Section 2.02 hereof;

                  "Consistent Basis" in reference to the application of
         Generally Accepted Accounting Principles means the accounting
         principles observed in the period referred to are comparable in all
         material respects to those applied in the preparation 


                                       6
<PAGE>   12
         of the audited financial statements of Greenfield referred to in
         Section 6.01(f)(i) hereof;

                  "Consolidated EBITDA" means, with respect to Greenfield and
         its Subsidiaries for any period of computation thereof during such
         period, the sum of, without duplication, (i) Consolidated Net Income,
         plus (ii) Consolidated Interest Expense during such period, plus (iii)
         taxes on income during such period, plus (iv) amortization during such
         period, plus (v) depreciation during such period, all determined on a
         consolidated basis in accordance with Generally Accepted Accounting
         Principles applied on a Consistent Basis; provided, however, that with
         respect to any Permitted Acquisition which is accounted for as a
         "purchase", for the Four-Quarter Period following such acquisition, the
         Consolidated EBITDA shall include the results of operations of the
         Person or assets so acquired which amounts shall be determined on a Pro
         Forma Basis;

                  "Consolidated Fixed Charge Ratio" means, with respect to
         Greenfield and its Subsidiaries for the Four-Quarter Period ending on
         the date of computation thereof, the ratio of (a) Consolidated EBITDA
         plus, to the extent deducted in arriving at Consolidated EBITDA, lease
         or rental payments in respect of Capital Leases and operating leases to
         (b) Consolidated Fixed Charges;

                  "Consolidated Fixed Charges" means, with respect to Greenfield
         and its Subsidiaries, for the periods indicated, the sum of, without
         duplication, (i) Consolidated Interest Expense, plus (ii) to the extent
         deducted in arriving at Consolidated EBITDA, lease or rental payments
         in respect of Capital Leases and operating leases, plus (iii) current
         maturities of Indebtedness for Money Borrowed (excluding Indebtedness
         for Money Borrowed under the Reserve Line Facility), plus (iv)
         dividends paid or accrued on any convertible preferred or preferred
         stock issued by Greenfield or any of its Subsidiaries;

                  "Consolidated Indebtedness for Money Borrowed" means
         Indebtedness for Money Borrowed of Greenfield and its Subsidiaries,
         determined on a consolidated basis;

                  "Consolidated Indebtedness" means all Indebtedness of
         Greenfield and its Subsidiaries, all determined on a consolidated
         basis;

                  "Consolidated Interest Expense" means, with respect to any
         period of computation thereof, the gross interest expense of Greenfield
         and its Subsidiaries, including without limitation (i) the amortization
         of debt discounts, (ii) the amortization of all fees (including,
         without limitation, fees payable in respect of a Swap Agreement)
         payable in connection


                                       7
<PAGE>   13
         with the incurrence of Indebtedness to the extent included in interest
         expense and (iii) the portion of any liabilities incurred in connection
         with Capital Leases allocable to interest expense, all determined on a
         consolidated basis in accordance with Generally Accepted Accounting
         Principles applied on a Consistent Basis;

                  "Consolidated Net Income" means, for any period of computation
         thereof, the gross revenues from operations of Greenfield and its
         Subsidiaries, less all operating and non-operating expenses of
         Greenfield and its Subsidiaries including taxes on income, all
         determined on a consolidated basis in accordance with Generally
         Accepted Accounting Principles applied on a Consistent Basis; but
         excluding as income: (i) net gains on the sale, conversion or other
         disposition of capital assets, (ii) net gains on the acquisition,
         retirement, sale or other disposition of capital stock and other
         securities of Greenfield or its Subsidiaries, (iii) net gains on the
         collection of proceeds of life insurance policies, (iv) any write-up of
         any asset, and (v) any other net gain or credit of an extraordinary
         nature, all as determined in accordance with Generally Accepted
         Accounting Principles applied on a Consistent Basis;

                  "Consolidated Net Worth" means, as of any date on which the
         amount thereof is to be determined, the sum of the following in respect
         of Greenfield and its Subsidiaries (determined on a consolidated basis
         and excluding intercompany items among Greenfield and its Subsidiaries
         and any upward adjustment after the Effective Date due to revaluation
         of assets): (i) the amount of issued and outstanding share capital,
         plus (ii) without duplication, the amount of outstanding convertible
         preferred or preferred stock issued by Greenfield or any of its
         Subsidiaries, plus (iii) the amount of additional paid-in capital and
         retained income (or, in the case of a deficit, minus the amount of such
         deficit), minus (iv) the amount of any foreign currency translation
         adjustment which is included in the equity section of the consolidated
         balance sheet (whether positive or negative) to the extent such amount
         exceeds $10,000,000 minus (v) the absolute value of any treasury stock
         and the absolute value of any stock subscription receivables, as
         determined in accordance with Generally Accepted Accounting Principles
         applied on a Consistent Basis;

                  "Consolidated Total Capitalization" means the sum of
         Consolidated Indebtedness for Money Borrowed plus Consolidated Net
         Worth;

                  "Contingent Obligation" of any Person means all contingent
         liabilities required (or which, upon the creation or incurring thereof,
         would be required) to be included in the consolidated financial
         statements (including footnotes) of 


                                       8
<PAGE>   14
         such Person in accordance with Generally Accepted Accounting Principles
         applied on a Consistent Basis, including Statement No. 5 of the
         Financial Accounting Standards Board, and any obligation of such Person
         guaranteeing or in effect guaranteeing any Indebtedness, dividend or
         other obligation of any other Person (the "primary obligor") in any
         manner, whether directly or indirectly, including obligations of such
         Person however incurred:

                           (1) to purchase such Indebtedness or other obligation
                  or any property or assets constituting security therefor;

                           (2) to advance or supply funds in any manner (i) for
                  the purchase or payment of such Indebtedness or other
                  obligation, or (ii) to maintain a minimum working capital, net
                  worth or other balance sheet condition or any income statement
                  condition of the primary obligor;

                           (3) to grant or convey any lien, security interest,
                  pledge, charge or other encumbrance on any property or assets
                  of such Person to secure payment of such Indebtedness or other
                  obligation;

                           (4) to lease property or to purchase securities or
                  other property or services primarily for the purpose of
                  assuring the owner or holder of such Indebtedness or
                  obligation of the ability of the primary obligor to make
                  payment of such Indebtedness or other obligation; or

                           (5) otherwise to assure the owner of the Indebtedness
                  or such obligation of the primary obligor against loss in
                  respect thereof;

         with respect to Contingent Obligations (such as litigation, guarantees
         and pension plan liabilities), such liabilities shall be computed at
         the amount which, in light of all the facts and circumstances existing
         at the time, represent the present value of the amount which can
         reasonably be expected to become an actual or matured liability;

                  "Cost of Acquisition" means, as at the date of entering into
         any agreement to acquire any Person, the sum of the following: (i) the
         value of the capital stock or warrants or options to acquire capital
         stock of any Borrower or any other Subsidiary to be transferred in
         connection therewith, (ii) any cash or other property (excluding
         property described in clause (i)) or the face amount of any debt
         instrument given as consideration, and (iii) any Indebtedness assumed
         by any Borrower or any other Subsidiary in connection with such
         acquisition; but "Cost of Acquisition" shall not include out of pocket
         transaction costs for the services and expenses of attorneys,
         accountants and consultants incurred in effecting 


                                       9
<PAGE>   15
         an acquisition, and other similar transaction costs so incurred;

                  "Default" means any event or condition which, with the giving
         or receipt of notice or lapse of time or both, would constitute an
         Event of Default hereunder;

                  "Determination Date" means the last day of each fiscal
         quarterly period of Greenfield;

                  "Deutsche Marks" and the symbol "DM" means the official
         currency of Germany;

                  "Dollar Equivalent Amount" means (a) the amount denominated in
         Dollars, and (b) as to any amount denominated in an Offshore Currency,
         the equivalent amount in Dollars based on the applicable Advance Date
         Exchange Rate as determined by the Agent (or, in the case of
         Reimbursement Obligations or Outstanding Letters of Credit, as
         determined by NationsBank);

                  "Dollar Value" means (a) in the case of a Loan or Advance, the
         Dollar Equivalent Amount of the principal amount of such Advance or
         Loan, as recorded in the Agent's records pursuant to Section 2.01(c),
         (b) in the case of a Reimbursement Obligation, the Dollar Equivalent
         Amount of such Reimbursement Obligation, (c) in the case of a Letter of
         Credit, the Dollar Equivalent Amount of the face amount of such Letter
         of Credit, and (d) in the case of Outstanding Letters of Credit, the
         Dollar Equivalent Amount of all undrawn amounts of Letters of Credit
         plus the Dollar Equivalent Amount of all Reimbursement Obligations;

                  "Dollars" and the symbol "$" means dollars constituting legal
         tender for the payment of public and private debts in the United States
         of America;

                  "Domestic LC Account Agreement" means the LC Account Agreement
         dated as of the date hereof between Greenfield and the Agent, as
         amended, modified, or supplemented from time to time;

                  "Domestic Letter of Credit" means a standby letter of credit
         issued by NationsBank for the account of Greenfield in favor of a
         Person advancing credit or securing an obligation on behalf of
         Greenfield, including without limitation the existing letters of credit
         identified on Exhibit O attached hereto.

                  "Domestic Revolving Credit Loan" means a Loan made to
         Greenfield pursuant to the Revolving Credit Facility;


                                       10
<PAGE>   16
                  "Domestic Revolving Credit Notes" means, collectively, the
         promissory notes of Greenfield evidencing Domestic Revolving Credit
         Loans executed and delivered to the Lenders as provided in Section
         2.07(a) hereof, substantially in the form attached hereto as Exhibit
         H-1, with appropriate insertions as to amounts, dates and names of
         Lenders;

                  "Domestic Subsidiaries" means, collectively, (i) Kemmer,
         Rogers Tool Works, Inc., Carbidie Corporation, The Cleveland Twist
         Drill Company, Rule Manufacturing, Inc., Rule Cutting Tools, Inc., Rule
         Industries, Inc., Rule Paint & Chemical, Inc., GFI Aviation, Inc.,
         RemGrit Abrasive Tools, Inc., and (ii) any other Subsidiary organized
         with the consent of the Required Lenders under the laws of a state of
         the United States of America and which has complied with Section 7.20
         hereof;

                  "Effective Date" means the latter of December 9, 1996 or the
         date all of the conditions set forth in Section 5.01 have been
         satisfied;

                  "Eligible Securities" means the following obligations and any
         other obligations previously approved in writing by the Required
         Lenders:

                           (a) Government Securities;

                           (b) the following debt securities of the following
                  agencies or instrumentalities of the United States of America
                  if at all times the full faith and credit of the United States
                  of America is pledged to the full and timely payment of all
                  interest and principal thereof:

                                    (i)  all direct or fully guaranteed
                           obligations of the United States Treasury; and

                                    (ii) mortgage-backed securities and
                           participation certificates guaranteed by the
                           Government National Mortgage Association;

                           (c) the following obligations of the following
                  agencies or instrumentalities of the United States of America:

                                    (i)  participation certificates and debt
                           obligations of the Federal Home Loan Mortgage
                           Corporation;

                                   (ii)  consolidated debt obligations, and
                           obligations secured by a letter of credit, of the
                           Federal Home Loan Banks; and


                                       11
<PAGE>   17
                                    (iii) debt obligations and mortgage-backed
                           securities of the Federal National Mortgage
                           Association which have not had the interest portion
                           thereof severed therefrom;

                           (d) obligations of any corporation organized under
                  the laws of any state of the United States of America or under
                  the laws of any other nation, payable in the United States of
                  America, expressed to mature not later than 92 days following
                  the date of issuance thereof and rated in an investment grade
                  rating category by S&P and Moody's;

                           (e) interest bearing demand or time deposits issued
                  by NationsBank or certificates of deposit maturing within one
                  year from the date of acquisition issued by a bank or trust
                  company organized under the laws of the United States or of
                  any state thereof having capital surplus and undivided profits
                  aggregating at least $400,000,000 and being rated A-3 or
                  better by S&P or A or better by Moody's;

                           (f) Repurchase Agreements;

                           (g) Pre-Refunded Municipal Obligations;

                           (h) shares of mutual funds which invest in
                  obligations described in paragraphs (a) through (g) above, the
                  shares of which mutual funds are at all times rated "AAA" by
                  S&P; and

                           (i) asset-backed remarketed certificates of
                  participation representing a fractional undivided interest in
                  the assets of a trust, which certificates are rated at least
                  "A-1" by S&P and "P-1" by Moody's.

                  Obligations listed in paragraphs (a), (b) and (c) above which
         are in book-entry form must be held in a trust account with the Federal
         Reserve Bank or with a clearing corporation or chain of clearing
         corporations which has an account with the Federal Reserve Bank;

                  "Environmental Laws" means, collectively, the Comprehensive
         Environmental Response, Compensation and Liability Act of 1980, as
         amended, the Superfund Amendments and Reauthorization Act of 1986, the
         Resource Conservation and Recovery Act, the Toxic Substances Control
         Act, as amended, the Clean Air Act, as amended, the Clean Water Act, as
         amended, any other "Superfund" or "Superlien" law or any other
         applicable statute, law, ordinance, code, rule, regulation, order or
         decree, of the United States or any foreign nation or any province,
         territory, state, protectorate or other political subdivision thereof,
         regulating, relating to, or imposing liability or standards of conduct
         concerning, any hazardous, toxic or dangerous waste, substance or
         material;


                                       12
<PAGE>   18
                  "ERISA" means, at any date, the Employee Retirement Income
         Security Act of 1974, as amended, and the regulations thereunder, all
         as the same shall be in effect at such date;

                  "Eurodollar Loan" means a Loan for which the rate of interest
         is determined by reference to an Applicable Eurodollar Rate;

                  "Eurodollar Rate" means:

                  (a) for any Eurodollar Loan denominated in Dollars, for any
         Interest Period therefor, the rate per annum appearing on Telerate Page
         3750 (or any successor page) as the London interbank offered rate for
         deposits in Dollars at approximately 11:00 a.m. (London time) two (2)
         Business Days prior to the first day of such Interest Period for a term
         comparable to such Interest Period. If for any reason such rate is not
         available, the term "Eurodollar Rate" shall mean, for any Eurodollar
         Loan denominated in Dollars, for any Interest Period therefor, the rate
         per annum appearing on Reuters Screen LIBO Page as the London interbank
         offered rate for deposits in Dollars at approximately 11:00 a.m.
         (London time) two (2) Business Days prior to the first day of such
         Interest Period for a term comparable to such Interest Period;
         provided, however, if more than one such rate is specified on Reuters
         Screen LIBO Page, the applicable rate shall be the arithmetic mean of
         all such rates; and

                  (b) for any Eurodollar Loan denominated in an Offshore
         Currency, for any Interest Period therefor, the rate per annum
         appearing on British Banking Association Interest Settlement Rate, Page
         FRBD (or any successor page) as the London interbank offered rate for
         deposits in the Applicable Currency at approximately 11:00 a.m. (London
         time) two (2) Business Days prior to the first day of such Interest
         Period for a term comparable to such Interest Period;

                  "Eurodollar Reserve Line Rate" means, for the Interest Period
         for any Eurodollar Loan that is a Reserve Line Loan, the rate of
         interest per annum determined pursuant to the following formula:


           Eurodollar Reserve           Eurodollar Rate            Applicable
                Line Rate       =    ---------------------    +     Interest
                                     1-Reserve Requirement          Addition


                  "Eurodollar Revolver Rate" means, for the Interest Period for
         any Eurodollar Loan that is a Revolving Credit Loan, the rate of
         interest per annum determined pursuant to the following formula:


                                       13
<PAGE>   19
           Eurodollar                   Eurodollar Rate            Applicable
            Revolver            =    ---------------------    +     Interest
              Rate                   1-Reserve Requirement          Addition

                  "Event of Default" means any of the occurrences set forth as
         such in Section 9.01 hereof;

                  "Existing Credit Facility" means the $110,000,000 revolving
         credit facility and the $20,000,000 reserve line facility made
         available to Greenfield pursuant to the Existing Loan Documents;

                  "Existing FC Facility" means the foreign currency revolving
         credit facility (denominated in up to DM 21,000,000 and (pound)
         9,500,000) made available to Kemmer H and Cirbo pursuant to the
         Existing FC Loan Documents;

                  "Existing FC Loan Documents" means, collectively, (i) the
         Revolving Credit Agreement dated March 15, 1995, among Cirbo, Kemmer H
         and NationsBank, N.A. (Carolinas), as agent and bank and the other
         banks party thereto (as amended, the "Existing FC Credit Agreement"),
         and (ii) all instruments, documents and agreements (including without
         limitation guaranties of Greenfield, any Domestic Subsidiaries and
         Foreign Subsidiaries), executed and delivered or issued pursuant to or
         in connection with the Existing FC Credit Agreement, as any of such
         documents have been amended, modified or supplemented;

                  "Existing Loan Documents" means, collectively (i) the Amended
         and Restated Credit Facilities and Reimbursement Agreement dated
         November 9, 1994, among Greenfield, NationsBank of Georgia, National
         Association, as agent and lender and the other lenders party thereto
         (as amended, the "Existing Credit Agreement"), and (ii) all
         instruments, documents and agreements (including without limitation
         guaranties of any Domestic Subsidiaries and Foreign Subsidiaries),
         executed and delivered or issued pursuant to or in connection with the
         Existing Credit Agreement, as any of such documents have been amended,
         modified or supplemented;

                  "Federal Funds Effective Rate" for any day, as used herein,
         means the rate per annum (rounded upward to the nearest 1/100 of 1%)
         announced by the Federal Reserve Bank of New York (or any successor) on
         such day as being the weighted average of the rates on overnight
         Federal funds transactions arranged by Federal funds brokers on the
         previous trading day, as computed and announced by such Federal Reserve
         Bank (or any successor) in substantially the same manner as such
         Federal Reserve Bank computes and announces the weighted average it
         refers to as the "Federal Funds Effective Rate" as of the date of this
         Agreement; provided, if such Federal Reserve Bank (or its successor)
         does not announce such rate on any day, the "Federal Funds Effective
         Rate" for such day shall be the 


                                       14
<PAGE>   20
         Federal Funds Effective Rate for the last day on which such rate was
         announced;

                  "Fiscal Year" means the 52 or 53 week period of Greenfield
         ending on the last Friday in December of each calendar year and
         commencing on the calendar day next following the last day of the
         preceding 52 or 53 week fiscal period;

                  "Foreign Benefit Law" means any applicable statute, law,
         ordinance, code, rule, regulation, order or decree of any foreign
         national or any province, state, territory, protectorate or other
         political subdivision thereof regulating, relating to, or imposing
         liability or standards of conduct concerning, any pension, retirement,
         healthcare, death, disability or other employee benefit plan;

                  "Foreign LC Account Agreement" means the LC Account Agreement
         dated as of the date hereof between the Borrowers and the Agent, as
         amended or modified from time to time;

                  "Foreign Letter of Credit" means a standby letter of credit
         issued by NationsBank for the account of either Kemmer H or Cirbo in
         favor of a Person advancing credit or securing an obligation on behalf
         of either Kemmer H or Cirbo;

                  "Foreign Obligations" means the obligations, liabilities and
         Indebtedness of Kemmer H, Cirbo or Greenfield with respect to (i) the
         principal and interest on the Foreign Revolving Credit Loans as
         evidenced by the Foreign Revolving Credit Notes, (ii) the Reimbursement
         Obligations with respect to Foreign Letters of Credit, (iii) the
         payment and performance of all other obligations, liabilities and
         Indebtedness of either Kemmer H or Cirbo to the Lenders or the Agent
         hereunder and (iv) the payment and performance of all other
         obligations, liabilities, and indebtedness of any Borrower under any
         Foreign Revolving Credit Note or with respect to the Foreign Revolving
         Credit Loans or the Foreign Letters of Credit;

                  "Foreign Revolving Credit Loan" means a Loan made to Kemmer H
         or Cirbo pursuant to the Revolving Credit Facility;

                  "Foreign Revolving Credit Notes" means, collectively, the
         promissory notes of the Borrowers evidencing Foreign Revolving Credit
         Loans executed and delivered to the Lenders as provided in Section
         2.07(b) hereof, substantially in the form attached hereto as Exhibit
         H-2, with appropriate insertions as to amounts, dates and names of
         Lenders;

                  "Foreign Subsidiaries" means, collectively, Cirbo, the Kemmer
         Subsidiaries, Cleveland Twist Drill Canada Ltd., CTD de Mexico, S.A. de
         C.V., Herramientas Cleveland S.A. de C.V., RTW Limited, Disston Canada,
         Inc., and any other Subsidiary, other 


                                       15
<PAGE>   21
         than a Domestic Subsidiary, which has been organized with the consent
         of the Required Lenders and which has complied with Section 7.20
         hereof;

                  "Four-Quarter Period" means a period of four full consecutive
         quarterly periods, taken together as one accounting period;

                  "Generally Accepted Accounting Principles" means those
         principles of accounting set forth in pronouncements of the Financial
         Accounting Standards Board, the American Institute of Certified Public
         Accountants or which have other substantial authoritative support and
         are applicable in the circumstances as of the date of a report, as such
         principles are from time to time supplemented and amended;

                  "Government Securities" means direct obligations of, or
         obligations the timely payment of principal and interest on which are
         fully and unconditionally guaranteed by, the United States of America;

                  "Governmental Authority" shall mean any Federal, state,
         municipal, national or other governmental department, commission,
         board, bureau, agency or instrumentality or political subdivision
         thereof or any entity or officer exercising executive, legislative or
         judicial, regulatory or administrative functions of or pertaining to
         any government or any court, in each case whether a state of the United
         States, the United States or foreign nation, state, province or other
         governmental instrumentality;

                  "Guarantors" means, collectively, (i) the Domestic
         Subsidiaries and the Foreign Subsidiaries (other than Kemmer H and
         Cirbo) and (ii) any other Person who shall become a Subsidiary after
         the Closing Date and shall execute and deliver to the Agent a Guaranty
         as provided in Section 7.20 hereof;

                  "Guaranty" means each Guaranty and Suretyship Agreement of a
         Guarantor (whether delivered individually or jointly and severally with
         other Guarantors) in favor of the Agent guaranteeing in whole or in
         part the payment of Obligations, as the same may be amended, modified
         or supplemented from time to time;

                  "Hazardous Material" means and includes any hazardous, toxic
         or dangerous waste, substance or material, the generation, handling,
         storage, disposal, treatment or emission of which is subject to any
         Environmental Law;

                  "Indebtedness" means with respect to any Person, without
         duplication, all Indebtedness for Money Borrowed, all indebtedness of
         such Person for the acquisition of property,


                                       16
<PAGE>   22
         all indebtedness secured by any Lien on the property of such Person
         whether or not such indebtedness is assumed, all liability of such
         Person by way of endorsements (other than for collection or deposit in
         the ordinary course of business), all Contingent Obligations and other
         items which in accordance with Generally Accepted Accounting Principles
         are classified as a liability on a balance sheet; but excluding all
         accounts payable and accruals, in each case in the ordinary course of
         business and only so long as payment therefor is due within one year;
         provided that in no event shall the term Indebtedness include partners'
         capital, surplus and retained earnings, minority interest in
         Subsidiaries, lease obligations (other than pursuant to Capital
         Leases), reserves for deferred income taxes and investment credits,
         other deferred credits and reserves, and deferred compensation
         obligations;

                  "Indebtedness for Money Borrowed" means all indebtedness in
         respect of money borrowed, including without limitation all Capital
         Leases and the deferred purchase price of any property or asset,
         evidenced by a promissory note, bond or similar written obligation for
         the payment of money (including, but not limited to, conditional sales
         or similar title retention agreements);

                  "Interest Period" (a) for each Eurodollar Loan means a period
         commencing on the date such Eurodollar Loan is made or converted and
         each subsequent period commencing on the last day of the immediately
         preceding Interest Period for such Eurodollar Loan, and ending, at the
         Borrowers' option, on the date one, two, three or six months
         thereafter, in each case as notified to the Agent by the Authorized
         Representative three (3) Business Days prior to the beginning of such
         Interest Period; provided, that,

                           (i)  if the Authorized Representative fails to notify
                  the Agent of the length of an Interest Period for a
                  Dollar-denominated Loan three (3) Business Days prior to the
                  first day of such Interest Period, then such Loan shall be
                  deemed to be a Base Rate Loan bearing interest at the Base
                  Rate, as of the first day thereof;

                           (ii) if the Authorized Representative fails to notify
                  the Agent of the length of an Interest Period for an Offshore
                  Currency Loan three (3) Business Days prior to the first day
                  of such Interest Period, then such Loan shall be deemed to
                  have an Interest Period of one month;

                          (iii) if an Interest Period for a Eurodollar Loan
                  would end on a day which is not a Business Day such Interest
                  Period shall be extended to the next Business Day (unless such
                  extension would cause the applicable Interest Period to end in
                  the succeeding calendar month, in which case such Interest
                  Period shall end on the next preceding Business Day); and


                                       17
<PAGE>   23
                      (iv) on any day, with respect to all Revolving Credit
                  Loans and Reserve Line Loans for all Borrowers, there shall
                  not be more Interest Periods in effect on any day than as
                  specified below:

                        Type of Loan                Maximum Interest Periods
                        ------------                ------------------------
                      Revolving Credit                         10
                      Reserve Line                              3;

                  (b) for each Competitive Bid Loan means the period commencing
         on the date of such Loan and ending on such date as may be mutually
         agreed upon by Greenfield and the Lender or Lenders making the
         Competitive Bid Loan or Loans, as the case may be, comprising such
         Competitive Bid Loan; provided that no Interest Period for a
         Competitive Bid Loan shall be for a period greater than 90 days;

                  "Kemmer" means Kemmer International, Inc., a Subsidiary of
         Greenfield, and its permitted successors;

                  "Kemmer Pledge Agreement" means that certain Stock Pledge
         Agreement in substantially the form of Exhibit N-2 hereto, dated as of
         the date hereof, duly executed and delivered by Kemmer International,
         Inc., pledging sixty-five percent (65%) of the issued and outstanding
         shares of the capital stock of Kemmer H in favor of the Agent, on
         behalf of the Lenders, as the same may be amended, supplemented or
         otherwise modified from time to time;

                  "Kemmer Subsidiaries" means, collectively, Kemmer H and Kemmer
         Prazision GmbH, all Subsidiaries of Kemmer as of the Closing Date;

                  "LC Account Agreements" means, collectively, the Domestic LC
         Account Agreement and the Foreign LC Account Agreement;

                  "Lending Office" means, as to each Lender, the Lending Office
         (or, in the case of Offshore Currency Loans, the Offshore Currency
         Lending Office) of such Lender designated on the signature pages hereof
         or in an Assignment and Acceptance or such other office of such Lender
         (or of an affiliate of such Lender) as such Lender may from time to
         time specify to the Authorized Representative and the Agent as the
         office by which its Loans are to be made and maintained;

                  "Letter of Credit" means either a Domestic Letter of Credit or
         a Foreign Letter of Credit;

                  "Letter of Credit Commitment" means with respect to each
         Lender, the obligation of such Lender to acquire Participations in
         Letters of Credit, up to an aggregate stated amount of Participations
         at any one time outstanding having a Dollar Value equal to such
         Lender's Applicable Commitment 


                                       18
<PAGE>   24
         Percentage of the Total Letter of Credit Commitment as the same may be
         increased or decreased from time to time pursuant to this Agreement;

                  "Letter of Credit Facility" means the facility described in
         Article III hereof providing for the issuance by NationsBank of
         Domestic Letters of Credit (for the account of Greenfield) and Foreign
         Letters of Credit (for the account of Cirbo or Kemmer H) in an
         aggregate stated amount at any time outstanding having a Dollar Value
         not exceeding the Total Letter of Credit Commitment;

                  "Lien" means any interest in property securing any obligation
         owed to, or a claim by, a Person other than the owner of the property,
         whether such interest is based on the common law, statute or contract,
         and including but not limited to the lien or security interest arising
         from a mortgage, encumbrance, pledge, security agreement, conditional
         sale or trust receipt or a lease, consignment or bailment for security
         purposes. For the purposes of this Agreement, Greenfield and its
         Subsidiaries shall be deemed to be the owners of any property which
         either of them have acquired or hold subject to a conditional sale
         agreement, financing lease, or other arrangement pursuant to which
         title to the property has been retained by or vested in some other
         Person for security purposes;

                  "Loan" or "Loans" means any of the Domestic Revolving Credit
         Loans, Foreign Revolving Credit Loans, Reserve Line Loans, Swing Line
         Loans or Competitive Bid Loans;

                  "Loan Documents" means this Agreement, the Notes, the
         Guaranties, the Pledge Agreements, Applications and Agreements for
         Letters of Credit, the Letters of Credit, the LC Account Agreements and
         all other instruments and documents heretofore or hereafter executed or
         delivered to and in favor of any Lender or the Agent in connection with
         the Loans or the Letters of Credit made, issued or created under this
         Agreement as the same may be amended, modified or supplemented from
         time to time;

                  "Material Adverse Effect" has the meaning assigned to such
         term in Section 6.01(t) hereof;

                  "Moody's" means Moody's Investors Service, Inc., a Delaware
         corporation;

                  "Multi-employer Plan" means an employee pension benefit plan
         covered by Title IV of ERISA and in respect of which Greenfield or any
         Subsidiary is an "employer" as described in Section 4001(b) of ERISA,
         which is also a multi-employer plan as defined in Section 4001(a)(3) of
         ERISA;


                                       19
<PAGE>   25
                  "Notes" means, collectively, the Domestic Revolving Credit
         Notes, the Foreign Revolving Credit Notes, the Reserve Line Notes, the
         Swing Line Note and the Competitive Bid Notes;

                  "Obligations" means the obligations, liabilities and
         Indebtedness of any Borrower with respect to (i) the principal and
         interest on the Loans as evidenced by the Notes, (ii) the Reimbursement
         Obligations, (iii) all liabilities of Greenfield to any Lender which
         arise under a Swap Agreement, and (iv) the payment and performance of
         all other obligations, liabilities and Indebtedness of any Borrower to
         the Lenders or the Agent hereunder, under any one or more of the other
         Loan Documents or with respect to the Loans;

                  "Offshore Currency" means (a) Deutsche Marks and Pounds
         Sterling and (b) any other currency requested by the Borrowers that is
         approved in writing by all of the Lenders;

                  "Offshore Currency Lending Office" means the office of a
         Lender from which Offshore Currency Loans are to be made, as set forth
         on the signature pages hereof or in an Assignment and Acceptance or
         such other office of such Lender (or an affiliate of such Lender) as
         such Lender may from time to time specify to the Authorized
         Representative and the Agent as the office by which its Offshore
         Currency Loans are to be made;

                  "Offshore Currency Loan" means any Loan denominated in an
         Offshore Currency;

                  "Outstanding Credit Obligations" means the sum of (i) the
         Revolving Credit Outstandings, (ii) Outstanding Letters of Credit,
         (iii) Swing Line Outstanding and (iv) outstanding Competitive Bid
         Loans, all as at the date of determination;

                  "Outstanding Domestic Letters of Credit" means all undrawn
         amounts of Domestic Letters of Credit plus Reimbursement Obligations
         with respect to Domestic Letters of Credit;

                  "Outstanding Foreign Letters of Credit" means all undrawn
         amounts of Foreign Letters of Credit plus Reimbursement Obligations
         with respect to Foreign Letters of Credit;

                  "Outstanding Letters of Credit" means all Outstanding Domestic
         Letters of Credit and Outstanding Foreign Letters of Credit;

                  "Participation" means, with respect to any Lender (other than
         NationsBank), the extension of credit (and right to be repaid or
         reimbursed by Greenfield or the Borrowers, as applicable) represented
         by the participation of such Lender hereunder in the liability of
         NationsBank in respect of a 


                                       20
<PAGE>   26
         Swing Line Loan made or Letter of Credit issued by NationsBank in
         accordance with the terms hereof;

                  "Permitted Acquisition" means an acquisition of a Person or
         the assets of a Person effected with the consent and approval of the
         Board of Directors or other applicable governing body of such Person
         and the duly obtained approval of such shareholders or other holders of
         equity interests in such Person as may be required to be obtained under
         applicable law, the charter documents of or any shareholder agreements
         or similar agreements pertaining to such Person, which Person is
         engaged in the same or complementary line of business of the Greenfield
         or its Subsidiaries, provided that if the Cost of Acquisition shall
         exceed $15,000,000 Greenfield shall have furnished to the Agent and the
         Lenders a certificate in the form of Exhibit F attached hereto
         containing information required therein for both Greenfield and the
         Person or assets to be acquired on a Pro Forma Basis as at the most
         recent date for which a certificate has been delivered to the Agent
         under Section 7.01 hereof, demonstrating that after giving effect to
         such acquisition no Default or Event of Default exists hereunder;

                  "Person" means an individual, partnership, corporation, trust,
         unincorporated organization, association, joint venture or a government
         or agency or political subdivision thereof;

                  "Pledge Agreements" means collectively, the Cirbo Pledge
         Agreement, the Kemmer Pledge Agreement, the RTW Pledge Agreement, and
         any other pledge agreement pledging sixty-five percent (65%) of the
         issued and outstanding shares of capital stock of Cirbo, Kemmer H or
         RTW Limited, or 65% or such lesser percentage of the outstanding shares
         of capital stock of other Foreign Subsidiaries described in Section
         7.20(a)(i)(C), in each case, in favor of the Agent, on behalf of the
         Lenders, as each such agreement may be amended, supplemented or
         otherwise modified from time to time.

                  "Pounds Sterling" and the symbol "(pound)" means the official
         currency of the United Kingdom;

                  "Pre-Refunded Municipal Obligations" means obligations of any
         state of the United States of America or of any municipal corporation
         or other public body organized under the laws of any such state which
         are rated, based on the escrow, in the highest investment rating
         category by both S&P and Moody's and which have been irrevocably called
         for redemption and advance refunded through the deposit in escrow of
         Government Securities or other debt securities which are (i) not
         callable at the option of the issuer thereof prior to maturity, (ii)
         irrevocably pledged solely to the payment of all principal and interest
         on such obligations as the same becomes due and (iii) in a principal
         amount and bear such rate or rates of interest 


                                       21
<PAGE>   27
         as shall be sufficient to pay in full all principal of, interest, and
         premium, if any, on such obligations as the same becomes due as
         verified by a nationally recognized firm of certified public
         accountants;

                  "Prime Rate" means the rate of interest per annum announced
         publicly by the Agent as its prime rate from time to time. The Prime
         Rate is not necessarily the best or the lowest rate of interest offered
         by the Agent;

                  "Principal Office" means the office of the Agent at
         Independence Center, 15th Floor, Charlotte, North Carolina 28255,
         Attention: Agency Services, or such other office and address as the
         Agent may from time to time designate;

                  "Pro Forma Basis" means, with respect to any acquired company,
         a pro forma basis, reflecting the historical four-quarter results of
         such acquired company giving four-quarter effect to changes in the
         operating costs and non-operating costs of such acquired company to the
         extent such changes were in effect for the previous four quarters and
         are reasonably expected to continue for the following four quarters;

                  "Rate Hedging Obligations" means any and all obligations of
         any Borrower, whether absolute or contingent and howsoever and
         whensoever created, arising, evidenced or acquired (including all
         renewals, extensions and modifications thereof and substitutions
         therefor), under (a) any and all agreements, devices or arrangements
         designed to protect at least one of the parties thereto from the
         fluctuations of interest rates, exchange rates or forward rates
         applicable to such party's assets, liabilities or exchange
         transactions, including, but not limited to, dollar-denominated or
         cross-currency interest rate exchange agreements, forward currency
         exchange agreements, interest rate cap or collar protection agreements,
         forward rate currency or interest rate options, puts, warrants and
         those commonly known as interest rate "swap" agreements; and (b) any
         and all cancellations, buybacks, reversals, terminations or assignments
         of any of the foregoing;

                  "Regulation D" means Regulation D of the Board as the same may
         be amended or supplemented from time to time;

                  "Regulatory Change" means any change effective after the
         Effective Date in United States federal or state laws or regulations
         (including Regulation D and capital adequacy regulations) or foreign
         laws or regulations or the adoption or making after such date of any
         interpretations, directives or requests applying to a class of banks,
         which includes any of the Lenders, under any United States federal or
         state or foreign laws or regulations (whether or not having the force
         of law) by any court or governmental or monetary authority charged with
         the interpretation or administration thereof or 


                                       22
<PAGE>   28
         compliance by any Lender with any request or directive regarding
         capital adequacy, including with respect to "highly leveraged
         transactions," whether or not having the force of law, whether or not
         failure to comply therewith would be unlawful (but if not unlawful,
         noncompliance with which would have the effect in the good faith
         judgment of the affected Lender of imposing additional administrative
         or regulatory burdens or consequences, costs or other adverse effects
         on such Lenders) and, to the knowledge of the affected Lender, not
         published or proposed prior to the date hereof;

                  "Reimbursement Obligation" shall mean at any time, the
         obligation of Greenfield with respect to any Domestic Letter of Credit,
         and the obligation of the Borrowers with respect to any Foreign Letter
         of Credit, to reimburse NationsBank and the Lenders to the extent of
         their respective Participations (including by the receipt by
         NationsBank of proceeds of Loans pursuant to Section 3.02) for amounts
         theretofore paid by NationsBank pursuant to a drawing under such Letter
         of Credit; provided that the Reimbursement Obligation for any such
         drawing shall be an amount equal to the Dollar Equivalent Amount of
         such drawing;

                  "Repurchase Agreement" means a repurchase agreement entered
         into with any financial institution whose debt obligations or
         commercial paper are rated "A" by either of S&P or Moody's or "A-1" by
         S&P or "P-1" by Moody's;

                  "Required Lenders" means, as of any date, Lenders on such date
         having Credit Exposures (as defined below) aggregating at least 66-2/3%
         of the aggregate Credit Exposures of all the Lenders on such date. For
         purposes of the preceding sentence, the amount of the "Credit Exposure"
         of each Lender shall be equal at all times (a) other than following the
         occurrence and during the continuance of an Event of Default, to its
         Revolving Credit Commitment and Reserve Line Commitment, and (b)
         following the occurrence and during the continuance of an Event of
         Default, to the aggregate Dollar Value of (i) the Revolving Credit
         Loans and Reserve Line Loans owing to such Lender, plus (ii) (so long
         as the commitments of the Lenders to make additional Revolving Credit
         Loans or Reserve Line Loans have not been terminated) the aggregate
         unutilized amounts of such Lender's Revolving Credit Commitment and
         Reserve Line Commitment, plus (iii) the amount of such Lender's
         Applicable Commitment Percentage of the Dollar Value of Swing Line
         Loans and Outstanding Letters of Credit and of the Reimbursement
         Obligations; provided that, if any Lender shall have failed to pay to
         NationsBank its Applicable Commitment Percentage of any Swing Line Loan
         or drawing under any Letter of Credit resulting in an outstanding
         Reimbursement Obligation, such Lender's Credit Exposure attributable to
         Swing Line Loans, Letters of Credit, Reimbursement Obligations 


                                       23
<PAGE>   29
         and the Letter of Credit Commitment shall be deemed to be held by
         NationsBank for purposes of this definition;

                  "Reserve Line Advance" means an Advance under the Reserve
         Line Facility;

                  "Reserve Line Commitment" means with respect to each Lender,
         the obligation of such Lender to make Reserve Line Loans to Greenfield
         up to an aggregate principal amount at any one time outstanding equal
         to such Lender's percentage as set forth on Exhibit A attached hereto
         of the Total Reserve Line Commitment as the same may be increased or
         decreased from time to time pursuant to this Agreement;

                  "Reserve Line Facility" means the facility described in
         Section 2.01(b) providing for Loans to Greenfield by the Lenders in the
         aggregate principal amount of up to the Total Reserve Line Commitment;

                  "Reserve Line Loan" means a Loan made pursuant to the Reserve
         Line Facility;

                  "Reserve Line Notes" means, collectively, the promissory notes
         of Greenfield evidencing Loans executed and delivered to the Lenders as
         provided in Section 2.07(c) hereof substantially in the form attached
         hereto as Exhibit G, with appropriate insertions as to amounts, dates
         and names of Lenders;

                  "Reserve Line Outstandings" means, as of any date of
         determination, the aggregate principal amount of all Reserve Line Loans
         then outstanding;

                  "Reserve Line Termination Date" means (i) December 9, 1997 or
         (ii) such earlier date of termination of Lenders' obligations pursuant
         to Section 9.01 upon the occurrence of an Event of Default, or (iii)
         such date as Greenfield may voluntarily permanently terminate the
         Reserve Line Facility by payment in full of all Obligations arising
         under the Reserve Line Facility, or (iv) such later date as Greenfield
         and the Lenders shall agree in writing pursuant to Section 2.17 hereof;

                  "Reserve Requirement" means, for any Eurodollar Loan with
         respect thereto, the maximum aggregate rate at which reserves or
         special deposits (including, without limitation, any marginal,
         supplemental or emergency reserves) are required to be maintained with
         respect thereto (a) under Regulation D by the member banks of the
         Federal Reserve System with respect to Eurocurrency liabilities as that
         term is defined in Regulation D, or (b) by financial institutions
         (including such member banks) under any other applicable requirements
         of the Federal Reserve Board, the Bank of England, the German
         Bundesbank or 


                                       24
<PAGE>   30
         any other monetary authority. Without limiting the effect of the
         foregoing, the Reserve Requirement shall reflect any reserves required
         to be maintained by such member banks and other financial institutions
         by reason of any Regulatory Change against (i) any category of
         liabilities which includes deposits by reference to which the
         Eurodollar Rate for a Eurodollar Loan is to be determined or (ii) any
         category of extensions of credit or other assets which include
         Eurodollar Loans;

                  "Revolving Credit Commitment" means with respect to each
         Lender, the obligation of such Lender to make Revolving Credit Loans to
         the Borrowers up to an aggregate Dollar Value at any one time
         outstanding equal to such Lender's percentage as set forth on Exhibit A
         hereto of the Total Revolving Credit Commitment as the same may be
         increased or decreased from time to time pursuant to this Agreement;

                  "Revolving Credit Advance" means an Advance under the
         Revolving Credit Facility;

                  "Revolving Credit Facility" means the facility described in
         Section 2.01(a) hereof providing for Domestic Revolving Credit Loans
         (to Greenfield) and Foreign Revolving Credit Loans (to Cirbo and Kemmer
         H) by the Lenders in the aggregate Dollar Value of the Total Revolving
         Credit Commitment less the aggregate amount of Swing Line Outstanding
         and Outstanding Letters of Credit and outstanding Competitive Bid
         Loans;

                  "Revolving Credit Loan" means a Domestic Revolving Credit Loan
         or a Foreign Revolving Credit Loan made pursuant to the Revolving
         Credit Facility;

                  "Revolving Credit Notes" means, collectively, the Domestic
         Revolving Credit Notes and the Foreign Revolving Credit Notes;

                  "Revolving Credit Outstandings" means, as of any date of
         determination, collectively and in the Applicable Currencies, the
         outstanding principal amount of all Revolving Credit Loans then
         outstanding;

                  "Revolving Credit Commitment" means with respect to each
         Lender, the obligation of such Lender to make Loans to the Borrowers up
         to an aggregate Dollar Value at any one time outstanding equal to such
         Lender's percentage as set forth on Exhibit A attached hereto of the
         Total Revolving Credit Commitment as the same may be increased or
         decreased from time to time pursuant to this Agreement;

                  "Revolving Credit Termination Date" means (i) December 9, 2001
         or (ii) such earlier date of termination of Lenders' obligations
         pursuant to Section 9.01 upon the occurrence of an 


                                       25
<PAGE>   31
         Event of Default, or (iii) such date as Greenfield may voluntarily
         permanently terminate the Revolving Credit Facility and the Competitive
         Bid Facility by payment in full of all Obligations (including the
         discharge of all Obligations of NationsBank and the Lenders with
         respect to Letters of Credit and Participations and Competitive Bid
         Loans);

                  "S&P" means Standard & Poor's Corporation, a division of
         The McGraw-Hill Companies;

                  "RTW Pledge Agreement" means that certain Stock Pledge
         Agreement in substantially the form of Exhibit N-3 hereto, dated as of
         the date hereof, duly executed and delivered by Rogers Tool Works,
         Inc., pledging sixty-five percent (65%) of the issued and outstanding
         shares of the capital stock of RTW Limited in favor of the Agent, on
         behalf of the Lenders, as the same may be amended, supplemented or
         otherwise modified form time to time;

                  "Single Employer Plan" means any employee pension benefit plan
         covered by Title IV of ERISA and in respect of which any Borrower or
         any Subsidiary is an "employer" as described in Section 4001(b) of
         ERISA, which is not a Multi-employer Plan;

                  "Solvent" means, when used with respect to any Person, that at
         the time of determination:

                           (i)   the fair value of its assets (both at fair
                  valuation and at present fair saleable value on an orderly
                  basis) is in excess of the total amount of its liabilities,
                  including, without limitation, Contingent Obligations; and

                           (ii)  it is then able and expects to be able to pay
                  its debts as they mature; and

                           (iii) it has capital sufficient to carry on its
                  business as conducted and as proposed to be conducted.

                  "Spot Rate of Exchange" means, in determining the Dollar
         Equivalent Amount of a specified Offshore Currency amount as of any
         date, the spot exchange rate determined by the Agent in accordance with
         its usual procedures for the purchase by the Agent of Dollars with such
         Offshore Currency at approximately 10:00 A.M., Charlotte Time on the
         Business Day that is two (2) Business Days prior to such date;

                  "Subsidiary" means any corporation or other entity (i) in
         which more than 50% of its outstanding voting stock or more than 50% of
         all equity interests is owned directly or indirectly by Greenfield
         and/or by one or more of Greenfield's Subsidiaries and (ii) which at
         the time of determination has assets having an aggregate book value of
         $150,000 or more;

                                       26
<PAGE>   32
                  "Swap Agreement" means one or more agreements with respect to
         Indebtedness evidenced by the Notes between Greenfield and another
         Person, on terms mutually acceptable to Greenfield and such Person,
         which agreements create Rate Hedging Obligations;

                  "Swing Line" means the revolving line of credit established by
         NationsBank in favor of Greenfield pursuant to Section 2.16;

                  "Swing Line Loans" means Loans made by NationsBank to
         Greenfield pursuant to Section 2.16;

                  "Swing Line Note" means the promissory note of Greenfield
         evidencing Swing Line Loans executed and delivered to NationsBank as
         provided in Section 2.07(e) hereof as the same shall be amended,
         modified or supplemented and in effect from time to time;

                  "Swing Line Outstanding" means, as of any date of
         determination, the aggregate principal Indebtedness of Greenfield on
         all Swing Line Loans then outstanding;

                  "Total Deutsche Mark Commitment" means DM 30,000,000;

                  "Total Letter of Credit Commitment" means an amount not to
         exceed $10,000,000;

                  "Total Pounds Sterling Commitment" means (pound) 15,000,000;

                  "Total Reserve Line Commitment" means an amount equal to
         $50,000,000, as reduced from time to time in accordance with Section
         2.09;

                  "Total Revolving Credit Commitment" means an amount equal to
         $130,000,000, as reduced from time to time in accordance with Section
         2.09;

         1.02 Accounting Terms. All accounting terms not specifically defined
herein shall have the meanings assigned to such terms and shall be interpreted
in accordance with Generally Accepted Accounting Principles applied on a
Consistent Basis.

         1.03 Currency Equivalents Generally. For all purposes of this Agreement
(but not for purposes of the preparation of any financial statements delivered
pursuant hereto), the equivalent in any Offshore Currency or other currency of
an amount in Dollars, and the equivalent in Dollars of an amount in any Offshore
Currency or other currency, shall be determined as set forth in the definition
of Dollar Equivalent Amount.


                                       27
<PAGE>   33
                                   ARTICLE II

                                    The Loans

         2.01 Commitments

         (a) Revolving Credit Commitment. Subject to the terms and conditions of
this Agreement, each Lender severally agrees to make Advances in Dollars or an
Offshore Currency to Greenfield (in the case of Domestic Revolving Credit Loans)
or to Kemmer H or Cirbo (in the case of Foreign Revolving Credit Loans), as the
case may be, in each case to the Borrower requesting such Advance (as specified
in the respective Borrowing Notice), from time to time from the Effective Date
until the Revolving Credit Termination Date on a pro rata basis as to the total
borrowing requested by such Borrower under the Revolving Credit Facility on any
day determined by its Applicable Commitment Percentage of the Total Revolving
Credit Commitment up to but not exceeding a Dollar Value equal to the Revolving
Credit Commitment of such Lender, provided, however, that the Lenders will not
be required and shall have no obligation to make any Advance (i) so long as a
Default or an Event of Default has occurred and is continuing or (ii) if the
Agent has accelerated the maturity of the Revolving Credit Notes as a result of
an Event of Default; provided further, however, that immediately after giving
effect to each such Advance, (A) the Dollar Value of Outstanding Credit
Obligations shall not exceed the Total Revolving Credit Commitment and (B) if
such Advance is denominated in an Offshore Currency, the principal amount of
Outstanding Credit Obligations denominated in such Applicable Currency shall not
exceed the Applicable Offshore Currency Commitment. Within such limits, the
Borrowers may borrow, repay and reborrow hereunder, on a Business Day, from the
Effective Date until, but (as to borrowings and reborrowings) not including, the
Revolving Credit Termination Date; provided, however, that (x) no Eurodollar
Loan that is a Revolving Credit Loan shall be made which has an Interest Period
that extends beyond the Revolving Credit Termination Date, (y) each Eurodollar
Loan may, subject to the provisions of Section 2.11, be repaid only on the last
day of the Interest Period with respect thereto, and (z) no Offshore Currency
Loan may bear interest at the Base Rate.

         (b) Reserve Line Commitment. Subject to the terms and conditions of
this Agreement, each Lender severally agrees to make Advances in Dollars to
Greenfield, from time to time from the Effective Date until the Reserve Line
Termination Date on a pro rata basis as to the total borrowing requested by
Greenfield under the Reserve Line Facility on any day determined by its
Applicable Commitment Percentage of the Total Reserve Line Commitment up to but
not exceeding the Reserve Line Commitment of such Lender, provided, however,
that the Lenders will not be required and shall have no obligation to make any
Advance (i) so long as a Default or an Event of Default has occurred and is
continuing or (ii) if the Agent has accelerated the maturity of the Reserve Line
Notes as a 


                                       28
<PAGE>   34
result of an Event of Default; provided further, however, that immediately after
giving effect to each such Advance, the aggregate principal amount of
outstanding Reserve Line Loans shall not exceed the Total Reserve Line
Commitment. Within such limits, Greenfield may borrow, repay and reborrow
hereunder, on a Business Day from the Closing Date until, but (as to borrowings
and reborrowings) not including, the Reserve Line Termination Date; provided,
however, that (x) no Eurodollar Loan that is a Reserve Line Loan shall be made
which has an Interest Period that extends beyond the Reserve Line Termination
Date and (y) each Eurodollar Loan may, subject to the provisions of Section
2.11, be repaid only on the last day of the Interest Period with respect
thereto.

         (c) Amounts. (i) A Loan denominated in any currency may not be
converted into a different currency. If a Eurodollar Loan is continued or
converted to a different interest rate, the Dollar Value of such Loan shall be
adjusted based on the Advance Date Exchange Rate as of two (2) Business Days
before the effective date of such conversion or continuation. In the event that
such adjustment with respect to a continued or converted Loan would cause (A)
the total Dollar Value of Outstanding Credit Obligations to exceed the Total
Revolving Credit Commitment or (B) the total principal amount of Outstanding
Credit Obligations denominated in the Applicable Currency to exceed the
Applicable Offshore Currency Commitment, then the Borrowers shall, within five
(5) Business Days of the effective date of such continuation or conversion,
repay (a "Rate Adjustment Payment") the portion of such converted Loan (applying
the new Advance Date Exchange Rate) necessary to ensure that the total Dollar
Value of all Outstanding Credit Obligations does not exceed the Total Revolving
Credit Commitment, and the total principal amount of Outstanding Credit
Obligations in the Applicable Currency does not exceed the Applicable Offshore
Currency Commitment. The Agent shall maintain records sufficient to identify at
any time, the outstanding principal amount, Dollar Value and Advance Date
Exchange Rate with respect to each Advance.

         (ii) Except as otherwise permitted by the Lenders from time to time,
the aggregate Dollar Value of (i) the Outstanding Credit Obligations shall not
exceed at any time an amount equal to the Total Revolving Credit Commitment, and
(ii) the Reserve Line Loans shall not exceed at any time an amount equal to the
Total Reserve Line Commitment. Each Loan under the Revolving Credit Facility
(other than Base Rate Refunding Loans and except as provided in Section 2.16
hereof as to Swing Line Loans) or the Reserve Line Facility and each conversion
(under any of the Revolving Credit Facility or Reserve Line Facility) under
Section 2.11 shall have a Dollar Value of $500,000, or such greater amount which
(in the case of Dollar-denominated Loans) is an integral multiple of $50,000.

         (d) Advances and Rate Selection. (i) An Authorized Representative shall
give the Agent (1) at least three (3) Business Days' irrevocable telephonic
notice of each Eurodollar Loan (whether representing an additional borrowing
hereunder or the 


                                       29
<PAGE>   35
conversion of borrowing hereunder from Base Rate Loans or other Eurodollar Loans
to Eurodollar Loans) prior to 10:30 A.M., Charlotte, North Carolina time; and
(2) irrevocable telephonic notice of each Base Rate Loan representing an
additional borrowing hereunder prior to 10:30 A.M. Charlotte, North Carolina
time on the day of such proposed Base Rate Loan (other than Base Rate Refunding
Loans to the extent the same are effected without notice pursuant to Section
2.01(d)(v)). Each such Borrowing Notice, which shall be effective upon receipt
by the Agent, shall specify the respective Borrower, the Applicable Currency,
the amount of the borrowing, the Facility (Revolving Credit or Reserve Line) to
which the Advance is to be debited, the type (Base or Eurodollar) of Loan, the
date of borrowing and, if a Eurodollar Loan, the Interest Period to be used in
the computation of interest. The Authorized Representative shall provide the
Agent written confirmation of each such telephonic notice on the same day by
telefacsimile transmission in the form of a Borrowing Notice, for additional
Advances, or in the form attached hereto as Exhibit I as to selection or
conversion of interest rates as to outstanding Loans, in each case with
appropriate insertions, but failure to provide such confirmation shall not
affect the validity of such telephonic notice. The duration of the initial
Interest Period for each Loan that is a Eurodollar Loan shall be as specified in
the initial Borrowing Notice. The applicable Borrower shall have the option to
elect the duration of subsequent Interest Periods and to convert the Loans
(other than Swing Line Loans) in accordance with Section 2.11 hereof. If the
Agent does not receive a notice of election of duration of an Interest Period or
to convert by the time prescribed hereby and by Section 2.11 hereof, the
applicable Borrower shall be deemed to have elected (a) as to any
Dollar-denominated Revolving Credit Loan or any Reserve Line Loan, to convert
such Loan to (or continue such Loan as) a Base Rate Loan bearing interest at the
Base Rate, and (B) as to any Offshore Currency-denominated Revolving Credit
Loan, to convert such Loan to (or continue such Loan as) a Eurodollar Loan with
an Interest Period of one month, in each case until the applicable Borrower
notifies the Agent in accordance with this Section and Section 2.11.

         (ii)  Notice of receipt of each Borrowing Notice shall be provided by
the Agent to each Lender by telefacsimile transmission with reasonable
promptness, but not later than 1:00 P.M., Charlotte, North Carolina time on the
same day as Agent's receipt of such notice.

         (iii) In the case of a Revolving Credit Advance or a Reserve Line
Advance denominated in Dollars, not later than 3:00 P.M., Charlotte, North
Carolina time on the date specified for such Advance, each Lender shall,
pursuant to the terms and subject to the conditions of this Agreement, make the
amount of the Loan or Loans denominated in Dollars to be made by it on such day
available to the Agent, by depositing or transferring the proceeds thereof in
immediately available funds in Dollars at the Principal Office. The amount so
received by the Agent shall, subject to the terms and 


                                       30
<PAGE>   36
conditions of this Agreement, be made available to the applicable Borrower by
delivery of the proceeds thereof to the Applicable Borrower's Account or
otherwise as shall be directed in the applicable Borrowing Notice by the
Authorized Representative.

         (iv) In the case of a Revolving Credit Advance denominated in an
Offshore Currency, not later than 9:00 A.M., Charlotte, North Carolina time on
the date specified for such Advance, each Lender shall, pursuant to the terms
and subject to the conditions of this Agreement, make the amount of the Loan or
Loans in the Applicable Currency to be made by it on such day available to the
Applicable Funding Bank by depositing or transferring the proceeds thereof in
immediately available funds in the Applicable Currency to the account of the
Agent with the Applicable Funding Bank. The amount so received by the Applicable
Funding Bank shall, subject to the terms and conditions of this Agreement and
upon instruction from the Agent to the Applicable Funding Bank on or before the
date specified for such Advance but no later than 9:00 A.M., Charlotte, North
Carolina time on such date, be made available to the applicable Borrower by
delivery of the proceeds thereof to such Borrower's account with the Applicable
Funding Bank or otherwise as shall be directed in the applicable Borrowing
Notice by the Authorized Representative.

         (v) Notwithstanding the foregoing, if a drawing is made under any
Letter of Credit (whether denominated in Dollars or an Offshore Currency) prior
to the Revolving Credit Termination Date, the drawing shall be paid by
NationsBank in the Applicable Currency from immediately available funds.
Simultaneously with NationsBank's payment of such drawing, the Agent shall
reimburse NationsBank for such drawing, without the requirement of notice from
the Borrowers, by paying to NationsBank the proceeds of a Swing Line Loan in an
amount equal to the Dollar Equivalent Amount of such drawing (provided that such
a Swing Line Loan shall then be available). If (A) a drawing is made under any
Letter of Credit in accordance with the terms thereof and (B) Greenfield (in the
case of a Domestic Letter of Credit) or Kemmer H, Cirbo and Greenfield (in the
case of a Foreign Letter of Credit) shall not immediately reimburse NationsBank
for the amount of such draw or payment and (C) a Swing Line Loan in an amount
equal to the Dollar Equivalent Amount of such draw shall not be available, then
notice of such drawing or payment shall be provided promptly by NationsBank to
the Agent and the Agent shall provide notice to each Lender by telephone. If
notice to the Lenders of a drawing under any Letter of Credit is given by the
Agent at or before 12:00 noon Charlotte, North Carolina time on any Business
Day, the applicable Borrower shall be deemed to have requested, and each Lender
shall, pursuant to the conditions of this Agreement, either make a Base Rate
Refunding Loan to the applicable Borrower under the Revolving Credit Facility or
fund the purchase of its Participation in an amount equal to such Lender's
Applicable Commitment Percentage of the Dollar Equivalent Amount of such drawing
or payment, and shall pay such amount to the Agent for the account of
NationsBank at the Principal 


                                       31
<PAGE>   37
Office in Dollars and in immediately available funds before 2:30 P.M. Charlotte,
North Carolina time on the same Business Day. If notice to the Lenders is given
by the Agent after 12:00 noon Charlotte, North Carolina time on any Business
Day, the applicable Borrower shall be deemed to have requested, and each Lender
shall, pursuant to the terms and subject to the conditions of this Agreement,
make a Base Rate Refunding Loan to the applicable Borrower under the Revolving
Credit Facility or fund the purchase of its Participation in an amount equal to
such Lender's Applicable Commitment Percentage of the Dollar Equivalent Amount
of such drawing or payment, and shall pay such amount to the Agent for the
account of NationsBank at the Principal Office in immediately available funds
before 12:00 noon Charlotte, North Carolina time on the next following Business
Day. Such Base Rate Refunding Loan shall continue as a Base Rate Loan unless and
until the applicable Borrower converts such Base Rate Loan in accordance with
the terms of Section 2.11 hereof.

         2.02 Competitive Bid Loans.

              (a) In addition to Revolving Credit Loans, at any time prior
to the Revolving Credit Termination Date and provided no Default or Event of
Default exists hereunder, Greenfield may, as set forth in this Section 2.02,
request the Lenders to make offers to make Competitive Bid Loans to Greenfield
in Dollars. The Lenders may, but shall have no obligation to, make such offers
and Greenfield may, but shall have no obligation to, accept any such offers in
the manner set forth in this Section 2.02. There may be no more than thirteen
(13) different Interest Periods for both Revolving Credit Loans and Competitive
Bid Loans outstanding at the same time (for which purpose Interest Periods for
each Eurodollar Loan and each Competitive Bid Loan shall be deemed to be
different Interest Periods even if they are coterminous). The aggregate
principal amount of all outstanding Competitive Bid Loans, together with the
Dollar Value of all other Outstanding Credit Obligations, shall not exceed the
Total Revolving Credit Commitment at any time.


              (b) When Greenfield wishes to request offers to make
Competitive Bid Loans, it shall give the Agent (which shall promptly notify the
Lenders) notice (a "Competitive Bid Quote Request") to be received no later than
11:00 a.m. Charlotte, North Carolina time on the Business Day next preceding the
date of borrowing proposed therein (or such other time and date as Greenfield
and the Agent, with the consent of the Required Lenders, may agree). Greenfield
may request offers to make Competitive Bid Loans for up to three (3) different
Interest Periods in a single notice; provided that the request for each separate
Interest Period shall be deemed to be a separate Competitive Bid Quote Request
for a separate borrowing (a "Competitive Bid Borrowing") and there shall not be
outstanding at any one time more than four (4) Competitive Bid Borrowings. Each
such Competitive Bid Quote Request shall be substantially in the form of Exhibit
J attached 


                                       32
<PAGE>   38
hereto and incorporated herein by reference and shall specify as to each
Competitive Bid Borrowing:

                  (i)   the proposed date of such borrowing, which shall be a
         Business Day;

                  (ii)  the aggregate amount of such Competitive Bid Borrowing,
         which shall be at least $5,000,000 (or in increments of $1,000,000 in
         excess thereof) but shall not cause the limits specified in Section
         2.02(a) hereof to be violated;

                 (iii)  the duration of the Interest Period or Interest Periods
         applicable thereto; and

                  (iv)  the date on which the Competitive Bid Quotes are to be
         submitted if it is before the proposed date of borrowing (the date on
         which such Competitive Bid Quotes are to be submitted is called the
         "Quotation Date").

Except as otherwise provided in this Section 2.02(b), no Competitive Bid Quote
Request shall be given within five (5) Business Days (or such other number of
days as Greenfield and the Agent, with the consent of the Required Lenders, may
agree) of any other Competitive Bid Quote Request.

                  (c) (i) Each Lender may submit one or more Competitive Bid
Quotes, each containing an offer to make a Competitive Bid Loan in response to
any Competitive Bid Quote Request; provided that, if Greenfield's request under
Section 2.02(b) hereof specified more than one Interest Period, such Lender may
make a single submission containing one or more Competitive Bid Quotes for each
such Interest Period. Each Competitive Bid Quote must be submitted to the Agent
not later than 10:00 a.m. Charlotte, North Carolina time on the Quotation Date
(or such other time and date as Greenfield and the Agent, with the consent of
the Required Lenders, may agree) provided that any Competitive Bid Quote may be
submitted by NationsBank (or its Applicable Lending Office) only if NationsBank
(or such Applicable Lending Office) notifies Greenfield of the terms of the
offer contained therein not later than 9:45 a.m. Charlotte, North Carolina time
on the Quotation Date. Subject to Articles IV, V and IX hereof, any Competitive
Bid Quote so made shall be irrevocable except with the consent of the Agent
given on the instructions of Greenfield.

                  (ii) Each Competitive Bid Quote shall be substantially in the
form of Exhibit K attached hereto and incorporated herein by reference and 
shall specify:


                                    (A) the proposed date of borrowing and the
                  Interest Period therefor;


                                       33
<PAGE>   39
                                    (B) the principal amount of the Competitive
                  Bid Loan for which each such offer is being made, which
                  principal amount shall be at least $1,000,000 (or in
                  increments of $100,000 in excess thereof); provided that the
                  aggregate principal amount of all Competitive Bid Loans for
                  which a Lender submits Competitive Bid Quotes may not exceed
                  the principal amount of the Competitive Bid Borrowing for a
                  particular Interest Period for which offers were requested;

                                    (C) the rate of interest per annum (rounded
                  upwards, if necessary, to the nearest 1/10,000th of 1%)
                  offered for each such Competitive Bid Loan (the "Absolute
                  Rate"); and

                                    (D) the identity of the quoting Lender.

Unless otherwise agreed by the Agent and Greenfield, no Competitive Bid Quote
shall contain qualifying, conditional or similar language or propose terms other
than or in addition to those set forth in the applicable Competitive Bid Quote
Request and, in particular, no Competitive Bid Quote may be conditioned upon
acceptance by Greenfield of all (or some specified minimum) of the principal
amount of the Competitive Bid Loan for which such Competitive Bid Quote is being
made. Any subsequent Competitive Bid Quote submitted by a Lender that amends,
modifies or is otherwise inconsistent with a previous Competitive Bid Quote
submitted by such Lender with respect to the same Competitive Bid Quote Request
shall be disregarded by the Agent unless such subsequent Competitive Bid Quote
is submitted solely to correct a manifest error in such former Competitive Bid
Quote.

                  (d) The Agent shall as promptly as practicable after the
Competitive Bid Quote is submitted (but in any event not later than 10:30 a.m.
Charlotte, North Carolina time on the Quotation Date), notify Greenfield of the
terms of any Competitive Bid Quote submitted by a Lender that is in accordance
with Section 2.02(c) hereof. The Agent's notice to Greenfield shall specify (A)
the aggregate principal amount of the Competitive Bid Borrowing for which
Competitive Bid Quotes have been received and (B) the respective principal
amounts and Absolute Rates, so offered by each Lender (identifying the Lender
that made each Competitive Bid Quote).

                  (e) Not later than 11:00 a.m. Charlotte, North Carolina time
on the Quotation Date (or such other time and date as Greenfield and the Agent,
with the consent of the Required Lenders, may agree), Greenfield shall notify
the Agent of its acceptance or nonacceptance of the Competitive Bid Quotes so
notified to it pursuant to Section 2.02(d) hereof (and the failure of Greenfield
to give such notice by such time shall constitute nonacceptance) and the Agent
shall promptly notify each affected Lender. In the case of acceptance, such
notice shall specify the aggregate 


                                       34
<PAGE>   40
principal amount of offers for each Interest Period that are accepted.
Greenfield may accept any Competitive Bid Quote in whole or in part (provided
that any Competitive Bid Quote accepted in part shall be at least $1,000,000 or
in increments of $100,000 in excess thereof); provided that:

                  (i)   the aggregate principal amount of each Competitive Bid
         Borrowing may not exceed the applicable amount set forth in the related
         Competitive Bid Quote Request;

                  (ii)  the aggregate principal amount of each Competitive Bid
         Borrowing shall be at least $5,000,000 (or an increment of $1,000,000
         in excess thereof) but shall not cause the limits specified in Section
         2.02(a) hereof to be violated;

                 (iii)  except as provided below, acceptance of Competitive Bid
         Quotes may be made only in ascending order of Absolute Rates beginning
         with the lowest rate so offered; and

                  (iv)  Greenfield may not accept any Competitive Bid Quotes
         where the Agent has correctly advised Greenfield that such Competitive
         Bid Quote fails to comply with Section 2.02(c)(ii) hereof or otherwise
         fails to comply with the requirements of this Agreement (including,
         without limitation, Section 2.02(a) hereof).

         If Competitive Bid Quotes are made by two or more Lenders with the same
Absolute Rates for a greater aggregate principal amount than the amount in
respect of which Competitive Bid Quotes are accepted for the related Interest
Period after the acceptance of all Competitive Bid Quotes, if any, of all lower
Absolute Rates offered by any Lender for such related Interest Period, the
principal amount of Competitive Bid Loans in respect of which such Competitive
Bid Quotes are accepted shall be allocated by Greenfield among such Lenders as
nearly as possible (in amounts of at least $500,000 or in increments of $100,000
in excess thereof) in proportion to the aggregate principal amount of such
Competitive Bid Quotes. Determinations by Greenfield of the amounts of
Competitive Bid Loans and the lowest bid after adjustment as provided in Section
2.02(e)(iii) shall be conclusive in the absence of manifest error.

                    (f) Any Lender whose offer to make any Competitive Bid Loan
has been accepted shall, not later than 1:00 p.m. Charlotte, North Carolina time
on the date specified for the making of such Loan, make the amount of such Loan
available to the Agent at the Principal Office in Dollars and in immediately
available funds, for account of Greenfield. The amount so received by the Agent
shall, subject to the terms and conditions of this Agreement, be made available
to Greenfield on such date by depositing the same, in Dollars and in immediately
available funds, in an account of Greenfield maintained at the Principal Office.


                                       35
<PAGE>   41
              (g) Together with each notice of a request for Competitive Bid
Quotes, Greenfield shall pay to the Agent for the account of the Agent a bid
administration fee of $1,000.00.

         2.03 Payment of Interest.

              (a) (i) Greenfield shall pay interest to the Agent at the
Principal Office for the account of each Lender on the outstanding and unpaid
principal amount of each Loan made by such Lender for the period commencing on
the date of such Loan until such Loan shall be due (A) in the case of each
Offshore Currency Loan, at the Eurodollar Revolver Rate, as elected or deemed
elected by the respective Borrower or otherwise applicable to such Loan as
herein provided, (B) in the case of each Revolving Credit Loan denominated in
Dollars, at the Eurodollar Revolver Rate or the Base Rate, as elected or deemed
elected by the respective Borrower or otherwise applicable to such Loan as
herein provided, (C) in the case of each Reserve Line Loan, at the Eurodollar
Reserve Line Rate or the Base Rate, as elected or deemed elected by the
respective Borrower or otherwise applicable to such Loan as herein provided, (D)
in the case of each Competitive Bid Loan, at the applicable Absolute Rate, and
(E) in the case of each Swing Line Loan, at the Base Rate, such payments to be
made in the Applicable Currency; provided, however, that if any amount shall not
be paid when due (at maturity, by acceleration or otherwise), all amounts
outstanding hereunder shall bear interest thereafter (I) in the case of a
Eurodollar Loan, at a rate of two percent (2%) above the Applicable Eurodollar
Rate for such Eurodollar Loan, (II) in the case of a Base Rate Loan, at a rate
of interest per annum which shall be two percent (2%) above the Base Rate, and
(III) in the case of a Competitive Bid Loan, at a rate of interest per annum
which shall be two percent (2%) above the Absolute Rate for such Competitive Bid
Loan, or (in each case) the maximum rate permitted by applicable law, whichever
is lower, from the date such amount was due and payable until the date such
amount is paid in full.

              (ii) Kemmer H, Cirbo and Greenfield shall pay interest to the
Agent at the Principal Office for the account of each Lender on the outstanding
and unpaid principal amount of each Foreign Revolving Credit Loan made by such
Lender for the period commencing on the date of such Foreign Revolving Credit
Loan until such Foreign Revolving Credit Loan shall be due (A) in the case of
each Offshore Currency Loan, at the Eurodollar Revolver Rate, as elected or
deemed elected by the respective Borrower or otherwise applicable to such
Foreign Revolving Credit Loan as herein provided, and (B) in the case of each
Foreign Revolving Credit Loan denominated in Dollars, at the Eurodollar Revolver
Rate or the Base Rate, as elected or deemed elected by the applicable Borrower
or otherwise applicable to such Foreign Revolving Credit Loan as herein
provided; provided, however, that if any amount shall not be paid when due (at
maturity, by acceleration or otherwise), all amounts outstanding hereunder shall
bear interest thereafter (I) in the case of a Eurodollar Loan, at a rate of two
percent (2%) above the 


                                       36
<PAGE>   42
Applicable Eurodollar Rate for such Eurodollar Loan, and (II) in the case of a
Base Rate Loan, at a rate of interest per annum which shall be two percent (2%)
above the Base Rate, or (in each case) the maximum rate permitted by applicable
law, whichever is lower, from the date such amount was due and payable until the
date such amount is paid in full.

        (b)  Interest on the outstanding principal balance of each Loan shall be
computed on the basis of a year of 360 days and calculated for the actual number
of days elapsed. Interest on each Loan shall be paid (i) quarterly in arrears on
the last Business Day of each December, March, June or September, commencing
December 31, 1996, on each Base Rate Loan, (ii) on the last day of the
applicable Interest Period for each Eurodollar Loan and Competitive Bid Loan
and, if the Interest Period extends for more than three months, at intervals of
three months after the first day of the Interest Period, and (iii) upon payment
in full of the principal amount of such Loan.

        2.04 Payment of Principal. All Revolving Credit Outstandings and all
Swing Line Outstanding shall be due and payable (in the Applicable Currency of
each such Loan) to the Agent for the benefit of each Lender in full on the
Revolving Credit Termination Date, or earlier as herein expressly provided. All
Reserve Line Outstandings shall be due and payable to the Agent for the benefit
of each Lender in full on the Reserve Line Termination Date, or earlier as
herein expressly provided. The principal amount of all Competitive Bid Loans
shall be due and payable to such Lender making such Competitive Bid Loan in full
on the last day of the Interest Period therefor, or earlier as herein expressly
provided. The principal amount of Eurodollar Loans and Competitive Bid Loans may
only be prepaid at the end of the applicable Interest Period, unless the
Borrowers shall pay to the Agent for the account of the Lenders the amount, if
any, required under Section 4.04. Any Borrower shall furnish the Agent
telephonic notice of its intention to make a principal payment prior to 11:00
A.M. Charlotte, North Carolina time on the date of such payment. All payments of
principal shall be in a Dollar Value of $500,000 or such greater amount which
(in the case of Dollar-denominated Loans) is an integral multiple of $100,000.

        2.05 Non-Conforming Payments. (a) Each payment of principal (including
any prepayment) and payment of interest shall be made to the Agent at the
Principal Office, for the account of each Lender's applicable Lending Office, in
the Applicable Currency and in immediately available funds before 12:30 P.M.
Charlotte, North Carolina time on the date such payment is due. The Agent may,
but shall not be obligated to, debit the amount of any such payment which is not
made by such time to any ordinary deposit account, if any, of any Borrower with
the Agent.

        (b) The Agent shall deem any payment by or on behalf of any Borrower
hereunder that is not made both (a) in the Applicable 


                                       37
<PAGE>   43
Currency and in immediately available funds and (b) prior to 12:30 P.M.
Charlotte, North Carolina time on the date payment is due to be a non-conforming
payment. Any such payment shall not be deemed to be received by the Agent until
the time such funds become available funds. Any non-conforming payment may
constitute or become a Default or Event of Default. The Agent shall give prompt
telephonic notice to the Authorized Representative and each of the Lenders
(confirmed in writing) if any payment is non-conforming. Interest shall continue
to accrue on any principal as to which a non-conforming payment is made until
such funds become available funds (but in no event less than the period from the
date of such payment to the next succeeding Business Day) at the respective
rates of interest per annum specified in Section 2.03(a) in respect of late
payments of interest, from the date such amount was due and payable until the
date such amount is paid in full (but in no event less than the period from the
date of such payment to the next succeeding Business Day).

         (c)  In the event that any payment hereunder or under the Notes becomes
due and payable on a day other than a Business Day, then such due date shall be
extended to the next succeeding Business Day; provided that interest shall
continue to accrue during the period of any such extension.

         2.06 Applicable Borrower's Accounts. Greenfield shall continuously
maintain the Applicable Borrower's Accounts for the purposes herein
contemplated.

         2.07 Notes. (a) Domestic Revolving Credit Loans made by each Lender,
shall be evidenced by, and be repayable with interest in accordance with the
terms of, the Domestic Revolving Credit Note payable to the order of such Lender
in the amount of its Applicable Commitment Percentage of the Total Domestic
Revolving Credit Commitment, which Domestic Revolving Credit Note shall be dated
the Closing Date or such later date pursuant to an Assignment and Acceptance and
shall be duly completed, executed and delivered by Greenfield.

         (b)  Foreign Revolving Credit Loans made by each Lender, shall be
evidenced by, and be payable with interest in accordance with the terms of, the
Foreign Revolving Credit Note payable to the order of such Lender in the amount
of its Applicable Commitment Percentage of the Total Revolving Credit
Commitment, which Foreign Revolving Credit Note shall be dated the Closing Date
or such later date pursuant to an Assignment and Acceptance and shall be duly
completed, executed and delivered by the Borrowers.

         (c)  Reserve Line Loans made by each Lender shall be evidenced by, and
be repayable with interest in accordance with the terms of, the Reserve Line
Note payable to the order of such Lender in the amount of its Applicable
Commitment Percentage of the Total Reserve Line Commitment, which Reserve Line
Note shall be dated the Closing 


                                       38
<PAGE>   44
Date or such later date pursuant to an Assignment and Acceptance and shall be
duly completed, executed and delivered by Greenfield.

         (d)  Competitive Bid Loans made by any Lender shall be evidenced by, 
and be repayable with interest in accordance with the terms of, the Competitive
Bid Note payable to the order of such Lender in the amount of $130,000,000, 
which Note shall be dated the Closing Date or such later date pursuant to an
Assignment and Acceptance and shall be duly completed, executed and delivered by
Greenfield.

         (e)  Swing Line Loans made by NationsBank shall be evidenced by the
Swing Line Note in the principal amount of $10,000,000, and shall be repayable
with interest in accordance with the terms of the Swing Line Note dated the
Closing Date and duly executed and delivered by Greenfield.

         2.08 Pro Rata Payments. Except as otherwise provided herein, (a) each
payment and prepayment on account of the principal of and interest on the Loans
(other than Competitive Bid Loans and Swing Line Loans) and the fees described
in Section 2.12 hereof shall be made to the Agent in the aggregate amount
payable to the Lenders for the account of the Lenders pro rata based on their
Applicable Commitment Percentages, (b) each payment of principal and interest on
the Competitive Bid Loans shall be made to the Agent for the account of the
respective Lender making such Competitive Bid Loan, (c) each payment of
principal and interest on Swing Line Loans shall be made to the Agent for the
account of NationsBank, (d) all payments to be made by the Borrowers for the
account of each of the Lenders on account of principal, interest and fees, shall
be made without set-off or counterclaim, and (e) the Agent will promptly
distribute such payments received to the Lenders as provided for herein.

         2.09 Reductions. The Borrowers (or in the case of the Reserve Line,
Greenfield) shall, by notice from an Authorized Representative, have the right
from time to time (but not more frequently than twice during each Fiscal Year as
to each of the Revolving Credit Facility and the Reserve Line Facility), upon
not less than five (5) Business Days written notice to the Agent to reduce the
Total Revolving Credit Commitment or the Total Reserve Line Commitment. The
Agent shall give each Lender, within one (1) Business Day, telephonic notice
(confirmed in writing) of such reduction. Each such reduction shall be in the
aggregate amount of $5,000,000 or such greater amount which is in an integral
multiple of $1,000,000, and shall permanently reduce the Revolving Credit
Commitment or the Reserve Line Commitment, as the case may be, of each Lender
pro rata. No such reduction shall be permitted that results in the payment of
any Eurodollar Loan other than on the last day of the Interest Period of such
Loan unless such prepayment is accompanied by amounts due, if any, under Section
4.04. Each reduction of the Total Revolving Credit Commitment or the Total
Reserve Line Commitment, as the case may be, shall also be 


                                       39
<PAGE>   45
accompanied by payment of the Revolving Credit Notes or the Reserve Line Notes,
as applicable, to the extent that (a) as to the Revolving Credit Facility, after
giving effect to such reduction, (i) the sum of the Dollar Value of Outstanding
Credit Obligations exceeds the Total Revolving Credit Commitment or (ii) the
aggregate principal amount of Outstanding Credit Obligations denominated in any
Offshore Currency exceeds the reduced Applicable Offshore Currency Commitment,
and (b) as to the Reserve Line Facility, the Reserve Line Outstandings exceed
the Total Reserve Line Commitment, after giving effect to such reduction,
together with accrued and unpaid interest on the amounts prepaid.

         2.10 Increase and Decrease in Amounts. The amount of the Total
Revolving Credit Commitment which shall be available to the Borrowers shall be
reduced by the aggregate Dollar Value of all Swing Line Outstanding and
Outstanding Letters of Credit and outstanding Competitive Bid Loans.

         2.11 Conversions and Elections of Subsequent Interest Periods. Provided
that no Default or Event of Default shall have occurred and be continuing and
subject to the limitations set forth below and in Sections 4.01(b), 4.02 and
4.03 hereof, the applicable Borrower may:

         (a) upon notice to the Agent on or before 10:30 A.M. Charlotte, North
Carolina time on any Business Day convert all or a part of Eurodollar Loans
(other than Offshore Currency Loans) that are Revolving Credit Loans or Reserve
Line Loans to Base Rate Loans on the last day of the Interest Period for such
Eurodollar Loans; and

         (b) on three (3) Business Days' notice to the Agent on or before 10:30
A.M. Charlotte, North Carolina time:

                  (i)  elect a subsequent Interest Period for all or a portion
         of Eurodollar Loans to begin on the last day of the current Interest
         Period for such Eurodollar Loans; or

                  (ii) convert Base Rate Loans (other than Swing Line Loans) to
         Eurodollar Loans on any Business Day; and

         Notice of any such elections or conversions shall specify the effective
date of such election or conversion and, with respect to Eurodollar Loans, the
Interest Period to be applicable to the Loan as continued or converted. Each
election and conversion pursuant to this Section 2.11 shall be subject to the
limitations on Eurodollar Loans set forth in the definition of "Interest Period"
herein and in Section 2.01 and Article IV hereof. All such continuations or
conversions of Loans shall be effected pro rata based on the Applicable
Commitment Percentages of the Lenders.

         2.12 Revolving Credit Unused Fee. For the period beginning on the
Effective Date and ending on the Revolving Credit 


                                       40
<PAGE>   46
Termination Date (or such earlier date on which the Revolving Credit Facility
has terminated), Greenfield agrees to pay to the Agent, for the pro rata benefit
of the Lenders based on their Applicable Commitment Percentages of the Revolving
Credit Facility, an unused fee equal to (i) one-fourth of one percent (.25%) per
annum during any quarterly period that the ratio of Consolidated Indebtedness
for Money Borrowed as at the last day of the fiscal quarter immediately
preceding such quarter (the "Determination Date") to Consolidated EBITDA for the
Four-Quarter Period ending on the Determination Date is greater than 2.00 to
1.00 and (ii) one fifth of one percent (.20%) per annum during any quarterly
period that such ratio as of the Determination Date is equal to or less than
2.00 to 1.00, on the amount by which the Total Revolving Credit Commitment
exceeds the sum of the average daily Dollar Value of (i) Revolving Credit
Outstandings and (ii) Outstanding Letters of Credit. The Swing Line Outstanding
and Outstanding Competitive Bid Loans shall not be outstanding Loans for
purposes of determining such fee. Notwithstanding the foregoing, so long as any
Lender fails to make available any portion of its Revolving Credit Commitment
when requested, such Lender shall not be entitled to receive payment of its pro
rata share of such fee until such Lender shall make available such portion. Such
fee shall be calculated on the basis of a year of 360 days for the actual number
of days elapsed and shall be payable in Dollars.

         2.13 Deficiency Advances. No Lender shall be responsible for any
default of any other Lender in respect to such other Lender's obligation to make
any Loan hereunder nor shall the Revolving Credit Commitment or Reserve Line
Commitment of any Lender hereunder be increased as a result of such default of
any other Lender. Without limiting the generality of the foregoing, in the event
any Lender shall fail to advance funds to any Borrower as herein provided, the
Agent may in its discretion, but shall not be obligated to, advance under the
applicable Note in its favor as a Lender all or any portion of such amount or
amounts (each, a "deficiency advance") and shall thereafter be entitled to
payments of principal of and interest on such deficiency advance in the same
manner and at the same interest rate or rates to which such other Lender would
have been entitled had it made such advance under its applicable Note; provided
that, upon payment to the Agent from such other Lender of the entire outstanding
amount of each such deficiency advance, together with accrued and unpaid
interest thereon, from the most recent date or dates interest was paid to the
Agent by any Borrower on each Loan comprising the deficiency advance at the
interest rate per annum for overnight borrowing by the Agent from the Federal
Reserve Bank, then such payment shall be credited against the applicable Note of
the Agent in full payment of such deficiency advance and the applicable Borrower
shall be deemed to have borrowed the amount of such deficiency advance from 


                                       41
<PAGE>   47
such other Lender as of the most recent date or dates, as the case may be, upon
which any payments of interest were made by any Borrower thereon.

         2.14 Adjustments by Agent. Notwithstanding the construction of "pro
rata" to mean based on the Applicable Commitment Percentages and any provisions
contained herein for the advancement of funds or distribution of payments on a
pro rata basis, the Agent may, in its discretion, but shall not be obligated to,
adjust downward or upward (but not in excess of any applicable Revolving Credit
Commitment or Reserve Line Commitment) the principal amount of any Loan to be
made by any Lender to the nearest amount which is evenly divisible by $100 (or
DM 100 or (pound) 100, as the case may be), and make appropriate related
adjustment in the distribution of payments of principal and interest on the
Loans.

         2.15 Use of Proceeds. The proceeds of the Domestic Revolving Credit
Loans, Swing Line Loans and Competitive Bid Loans made pursuant to the Revolving
Credit Facility, the Swing Line and the Competitive Bid Facility hereunder shall
be used by Greenfield and the Domestic Subsidiaries to repay all outstanding
principal, interest, fees and other amounts under the Existing Credit Facility,
to finance Capital Expenditures and Permitted Acquisitions and for other working
capital and general corporate needs of Greenfield and the Domestic Subsidiaries.
The proceeds of the Foreign Revolving Credit Loans made pursuant to the
Revolving Credit Facility shall be used by Kemmer H, Cirbo and the other Foreign
Subsidiaries to repay all outstanding principal, interest, fees and other
amounts under the Existing FC Facility, to finance Capital Expenditures and
Permitted Acquisitions of foreign Persons and for other working capital and
general corporate needs of Kemmer H, Cirbo and the other Foreign Subsidiaries.
The proceeds of the Loans made pursuant to the Reserve Line Facility hereunder
shall be used by Greenfield and the Domestic Subsidiaries for general corporate
purposes including interim financing of Permitted Acquisitions by Greenfield and
the Domestic Subsidiaries.

         2.16 Swing Line. Notwithstanding any other provision of this Agreement
to the contrary, in order to administer the Revolving Credit Facility in an
efficient manner and to minimize the transfer of funds between the Agent and the
Lenders, NationsBank shall make available Swing Line Loans in Dollars to
Greenfield prior to the Revolving Credit Termination Date. NationsBank shall not
make any Swing Line Loan pursuant hereto (i) if the Borrowers are not in
compliance with all the conditions to the making of Revolving Credit Loans set
forth in this Agreement, (ii) if after giving effect to such Swing Line Loan,
the Swing Line Outstanding exceeds $10,000,000, or (iii) if after giving effect
to such Swing Line Loan, the Dollar Value of Outstanding Credit Obligations
exceeds the Total Revolving Credit Commitment. Loans made pursuant to this
Section 2.16 shall be limited to Loans bearing interest at the Base Rate unless
NationsBank shall agree otherwise.

                                       42
<PAGE>   48
                  (i)  On each Business Day, in the absence of contrary
         instructions from Greenfield (by telephone confirmed in writing),
         NationsBank shall make a Swing Line Loan by funding the Applicable
         Borrower's Account with NationsBank through credits to such account to
         the extent necessary based on the balance in the account on such day in
         order to fund that day's presentments for payment against the account.
         Upon each Advance, Greenfield shall be indebted to NationsBank in the
         amount of the Advance, plus interest thereon, in accordance with the
         terms and conditions hereof.

                  (ii) Not later than 3:00 P.M. (Charlotte, North Carolina time)
         on each Business Day on which Advances under the Swing Line are to be
         made, NationsBank shall inform Greenfield by telephone of the amount of
         such Advances.

                 (iii) All Advances made by NationsBank under the Swing Line
         pursuant to this Section 2.16 outstanding on any day shall bear
         interest at the Base Rate unless NationsBank shall agree otherwise.

                 (iv) Greenfield and each Lender which is or may become a party
         hereto acknowledge that all Swing Line Loans are to be made solely by
         NationsBank to Greenfield but that such Lender shall share the risk of
         loss with respect to such Swing Line Loans in an amount equal to such
         Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon
         demand made by NationsBank, each Lender shall, according to its
         Lender's Applicable Commitment Percentage of such Swing Line Loan,
         promptly provide to NationsBank its purchase price therefor in an
         amount equal to its Participation therein. Any Advance made by a Lender
         pursuant to demand of NationsBank of the purchase price of its
         Participation shall be deemed (A) provided that the conditions to
         making Revolving Credit Loans shall be satisfied, a Base Rate Refunding
         Loan ending on the next following Business Day, which shall be extended
         automatically until Greenfield converts such Base Rate Loan in
         accordance with the terms of Section 2.11 hereof, and (B) in all other
         cases, the funding by each Lender of the purchase price of its
         Participation in such Swing Line Loan. The obligation of each Lender to
         so provide its purchase price to NationsBank shall be absolute and
         unconditional and shall not be affected by the occurrence of an Event
         of Default or any other occurrence or event.

         Greenfield at its option may request an Advance as a Revolving Credit
Loan pursuant to Section 2.01 in an amount sufficient to repay any or all Swing
Line Loans on any date and the Agent shall upon the receipt of such Advance,
provide to NationsBank the amount necessary to repay such Swing Line Loan or
Loans (which NationsBank shall then apply to such repayment) and credit any
balance of the Revolving Credit Loan in immediately available funds to the
Applicable Borrower's Account. The proceeds of such Advances shall 


                                       43
<PAGE>   49
be paid to NationsBank for application to the Swing Line Outstanding and the
Lenders shall then be deemed to have made Revolving Credit Loans in the amount
of such Advances. The Swing Line shall continue in effect until the earlier of
(i) occurrence of a Default, or (ii) the Revolving Credit Termination Date.

         2.17 Extension of Reserve Line Termination Date. At the request of
Greenfield, the Lenders may, in their sole discretion and subject to such
additional fees as Lenders may require, elect to extend the Reserve Line
Termination Date then in effect for one additional period of 364 days.
Greenfield shall notify the Agent of its request for such an extension by
delivering to the Agent notice of such request signed by an Authorized
Representative not more than ninety (90) days nor less than thirty (30) days
prior to Reserve Line Termination Date then in effect. If the Lenders shall
elect to so extend, the Agent shall notify Greenfield in writing within twenty
(20) days of its receipt of such request for extension of the decision of the
Lenders of whether to extend the Reserve Line Termination Date. The Agent shall
notify Greenfield of its receipt of notice from any Lender of its decision not
to extend. However, failure by the Agent to give such notice of extension shall
constitute refusal by the Lenders to extend the Reserve Line Termination Date.

         2.18 Additional Fees. In addition to any fees described above, the
Borrowers agree to pay to the Agent and NationsBank such other fees as may be
agreed to in a separate writing or writings.

         2.19 One Loan. (a) All Loans and Advances by the Lenders to Cirbo or
Kemmer H shall constitute the joint and several general obligation of each of
the Borrowers, payable in the Applicable Currency of such Loan or Advance. Each
Borrower shall be jointly and severally liable to the Agent and the Lenders for
all Foreign Obligations under this Agreement or any other Loan Document,
regardless of whether such Obligations arise as a result of Advances to such
Borrower, it being stipulated and agreed that Advances hereunder to Cirbo or
Kemmer H inure to the benefit of each of the Borrowers, and that the Lenders are
relying on the joint and several liability of the Borrowers with respect to
Foreign Obligations in extending credit hereunder.

         (b) Each Borrower guarantees to the Lenders the payment in full (in the
Applicable Currency of each such Obligation) of all of the Foreign Obligations
of the other Borrowers to the Lenders and further guarantees the due performance
by each of Cirbo or Kemmer H of its respective duties and covenants made in
favor of the Agent and the Lenders hereunder. Each Borrower agrees that the
joint and several liability of the Borrowers with respect to the Foreign
Obligations shall not be impaired or affected by any modification, supplement,
extension or amendment of any contract or agreement to which the parties thereto
may hereafter agree, nor by any modification, release or other alteration of any
of the rights of the Agent and the Lenders with respect to any collateral, nor
by any delay, extension of time, renewal, compromise or other 


                                       44
<PAGE>   50
indulgence granted by the Agent and the Lenders with respect to any of the
Obligations, nor by any other agreements or arrangements whatever with any other
Borrower, and guarantor or any other Person, each Borrower hereby waiving all
notice of any such delay, extension, release, substitution, renewal, compromise
or other indulgence, and hereby consenting to be bound thereby as fully and
effectually as if it had expressly agreed thereto in advance. The liability of
each Borrower with respect to the Foreign Obligations (and of Greenfield with
respect to any Obligations) hereunder is direct and unconditional as to all of
such Obligations hereunder, and may be enforced without requiring the Agent or
the Lenders first to resort to any other right, remedy or security; no Borrower
shall have any right of subrogation, reimbursement or indemnity whatsoever, nor
any right of recourse to security for any of the Obligations, unless and until
all of said Obligations have been paid in full.









                                       45
<PAGE>   51
                                   ARTICLE III

                                Letters of Credit

         3.01 Letters of Credit. NationsBank agrees, subject to the terms and
conditions of this Agreement, (a) upon request and for the account of
Greenfield, to issue from time to time Domestic Letters of Credit denominated in
Dollars or any Offshore Currency and (b) upon request and for the account of
either Kemmer H or Cirbo, to issue from time to time Foreign Letters of Credit,
in each case upon delivery to NationsBank of an Application and Agreement for
Letter of Credit in form and content acceptable to NationsBank; provided, that
the Dollar Value of Outstanding Letters of Credit shall not exceed the Total
Letter of Credit Commitment. No Letter of Credit shall be issued by NationsBank
with an expiry date or payment date occurring subsequent to the earlier of (i)
one year after the date of issuance or (ii) the fifth Business Day preceding the
Revolving Credit Termination Date. NationsBank shall not be required to issue
any Letter of Credit if (A) the Dollar Value of Outstanding Credit Obligations
when added to the Dollar Value of any requested Letter of Credit exceeds the
Total Revolving Credit Commitment, or (B) if the face amount of such Letter of
Credit when added to the principal amount of Outstanding Credit Obligations
denominated in the same Applicable Currency exceeds any Applicable Offshore
Currency Commitment. In addition, if the Agent determines at any time (whether
nor not in connection with the issuance of a Letter of Credit) that (y) the
Dollar Value of Outstanding Credit Obligations exceeds the Total Revolving
Credit Commitment or (z) the aggregate principal amount of Outstanding Credit
Obligations in any Applicable Currency exceed an Applicable Offshore Currency
Commitment, then the Borrowers shall (within five (5) Business Days' after any
Borrower's receipt of notice of such determination) repay such Loans and
Outstanding Credit Obligations as are necessary to eliminate such excess.

         3.02 Reimbursement.

              (a) Greenfield hereby unconditionally agrees immediately to
pay to NationsBank on demand at the Principal Office and in Dollars the Dollar
Equivalent Amount of all amounts required to pay all drafts drawn or purporting
to be drawn under the Letters of Credit and all reasonable expenses incurred by
NationsBank in connection with the Letters of Credit and in any event and
without demand to place in possession of NationsBank (which shall include
Advances under the Revolving Credit Facility if permitted by Section 2.01
hereof) sufficient funds to pay all debts and liabilities arising under any
Letter of Credit. Each Borrower hereby unconditionally agrees immediately to pay
to NationsBank on demand at the Principal Office and in Dollars the Dollar
Equivalent Amount of all amounts required to pay all drafts drawn or purporting
to be drawn under the Foreign Letters of Credit and all reasonable expenses
incurred by NationsBank in connection with the Foreign Letters of Credit and in
any event and without demand to place in possession of NationsBank (which shall
include Advances 


                                       46
<PAGE>   52
under the Revolving Credit Facility if permitted by Section 2.01 hereof)
sufficient funds to pay all debts and liabilities arising under any Foreign
Letter of Credit. The Borrowers' obligations to pay NationsBank under this
Section 3.02, and NationsBank's right to receive the same, shall be absolute and
unconditional and shall not be affected by any circumstance whatsoever.
NationsBank agrees to give Greenfield (in the case of a Domestic Letter of
Credit) or the Borrowers (in the case of a Foreign Letter of Credit) prompt
written notice of any request for a draw under a Letter of Credit. NationsBank
may charge any account Greenfield may have with it for any and all amounts
NationsBank pays under any Letter of Credit, and NationsBank may charge any
account any Borrower may have with it for any and all amounts NationsBank pays
under a Foreign Letter of Credit, plus, in each case, charges and reasonable
expenses as from time to time agreed to by NationsBank and the applicable
Borrower; provided that to the extent permitted by Section 2.01(d)(v), such
amounts shall be paid pursuant to Swing Line Loans or Advances under the
Revolving Credit Facility. Each Borrower agrees that NationsBank may, in its
sole discretion, accept or pay, as complying with the terms of any Letter of
Credit, any drafts or other documents otherwise in order which may be signed or
issued by an administrator, executor, trustee in bankruptcy, debtor in
possession, assignee for the benefit of creditors, liquidator, receiver,
attorney in fact or other legal representative of a party who is authorized
under such Letter of Credit to draw or issue any drafts or other documents. Each
Borrower agrees to pay NationsBank interest on any amounts not paid when due
hereunder at the Base Rate plus two percent (2%), or the maximum rate permitted
by applicable law, if lower.

                  (b) In accordance with the provisions of Section 2.01 hereof,
NationsBank shall notify the Agent (and shall also notify the applicable
Borrower) of any drawing under any Letter of Credit as promptly as practicable
following the receipt by NationsBank of such drawing.

                  (c) Each Lender (other than NationsBank) shall automatically
acquire on the date of issuance thereof, a Participation in the liability of
NationsBank in respect of each Letter of Credit in an amount equal to such
Lender's Applicable Commitment Percentage of such liability, and to the extent
that any Borrower is obligated to pay NationsBank under Section 3.02(a), each
Lender (other than NationsBank) thereby shall absolutely, unconditionally and
irrevocably assume, and shall be unconditionally obligated to pay to NationsBank
as hereinafter described, its Applicable Commitment Percentage of the liability
of NationsBank under such Letter of Credit. Prior to the Revolving Credit
Termination Date, each Lender (including NationsBank in its capacity as a
Lender) shall, subject to the terms and conditions of Article II, make a
Revolving Credit Loan denominated in Dollars and bearing interest at the Base
Rate to the applicable Borrower by paying to the Agent for the account of
NationsBank at the Principal Office in immediately available funds, an amount
equal to its Applicable Commitment Percentage of the Dollar Equivalent Amount of


                                       47
<PAGE>   53
any drawing under a Letter of Credit, all as described and pursuant to Section
2.01(d)(v). With respect to drawings under any of the Letters of Credit, each
Lender, upon receipt from the Agent of notice of a drawing in the manner
described in Section 2.01(d)(v), shall promptly pay to the Agent for the account
of NationsBank, prior to the applicable time set forth in Section 2.01(d)(v),
its Applicable Commitment Percentage of the Dollar Equivalent Amount of such
drawing. Simultaneously with the making of each such payment by a Lender to
NationsBank, such Lender shall, automatically and without any further action on
the part of NationsBank or such Lender, acquire a Participation in an amount
equal to such payment (excluding the portion thereof constituting interest) in
the related Reimbursement Obligation of Greenfield (in the case of Domestic
Letters of Credit) or the Borrowers (in the case of Foreign Letters of Credit).
The Reimbursement Obligations of Greenfield (or the Borrowers, as the case may
be) shall be immediately due and payable in Dollars whether by Advances made in
accordance with Section 2.01(d)(v) or otherwise. Each Lender's obligation to
make payment to the Agent for the account of NationsBank pursuant to this
Section 3.02(c), and the right of NationsBank to receive the same, shall be
absolute and unconditional, shall not be affected by any circumstance whatsoever
and shall be made without any offset, abatement, withholding or reduction
whatsoever. If any Lender is obligated to pay but does not pay amounts to the
Agent for the account of NationsBank in full upon such request as required by
this Section 3.02(c), such Lender shall, on demand, pay to the Agent for the
account of NationsBank interest on the unpaid amount for each day during the
period commencing on the date of notice given to such Lender pursuant to Section
2.01(c) until such Lender pays such amount to the Agent for the account of
NationsBank in full at the interest rate per annum for overnight borrowing by
NationsBank from the Federal Reserve Bank.

                  (d) As soon as practical following the issuance of a Letter of
Credit, NationsBank shall notify the Agent, and the Agent shall notify each
Lender, of the date of issuance of such Letter of Credit, the Applicable
Currency, stated amount and expiry date of such Letter of Credit, and such
Lender's Applicable Commitment Percentage. Promptly following the end of each
calendar quarter, NationsBank shall deliver to the Agent, and the Agent shall
deliver to each Lender, a notice describing the aggregate undrawn amount of all
Letters of Credit at the end of such quarter. Upon the request of any Lender
from time to time, NationsBank shall deliver to the Agent, and the Agent shall
deliver to such Lender, any other information reasonably requested by such
Lender with respect to each Outstanding Letter of Credit, including a copy of
such Letter of Credit.

                  (e) The issuance by NationsBank of each Letter of Credit
shall, in addition to the conditions precedent set forth in Section 5.01 hereof,
be subject to the conditions that such Letter of Credit be in such form and
contain such terms as shall be reasonably satisfactory to NationsBank consistent
with the then 


                                       48
<PAGE>   54
current practices and procedures of NationsBank with respect to similar letters
of credit, the applicable Borrower and Greenfield shall have executed and
delivered such other instruments and agreements relating to such Letters of
Credit as NationsBank shall have reasonably requested consistent with such
practices and procedures. All Letters of Credit shall be issued pursuant to and
subject to the Uniform Customs and Practice for Documentary Credits, 1993
revision, International Chamber of Commerce Publication No. 500 and all
subsequent amendments and revisions thereto.

                  (f) Without duplication of Section 10.07 hereof, Greenfield
hereby agrees to defend, indemnify and hold harmless NationsBank, each other
Lender and the Agent from and against any and all claims and damages, losses,
liabilities, reasonable costs and expenses which NationsBank, such other Lender
or the Agent may incur (or which may be claimed against NationsBank, such other
Lender or the Agent) by any Person by reason of or in connection with the
issuance or transfer of or payment or failure to pay under any Letter of Credit;
and each Borrower hereby agrees to defend, indemnify and hold harmless
NationsBank, each other Lender and the Agent from and against any and all claims
and damages, loses, liabilities, reasonable costs and expenses which
NationsBank, such other Lender or the Agent may incur (or which may be claimed
against NationsBank, such other Lender or the Agent) by any Person by reason of
or in connection with the issuance or transfer of or payment or failure to pay
under any Foreign Letter of Credit; provided that the Borrowers shall not be
required to indemnify NationsBank, any other Lender or the Agent for any claims,
damages, losses, liabilities, costs or expenses to the extent, but only to the
extent, (i) caused by the willful misconduct or gross negligence of the party to
be indemnified or (ii) caused by the failure of NationsBank to pay under any
Letter of Credit after the presentation to it of a request strictly complying
with the terms and conditions of such Letter of Credit, unless such payment is
prohibited by any law, regulation, court order or decree. The provisions of this
Section 3.02(f) shall survive repayment of the Obligations, the occurrence of
the Revolving Credit Termination Date and Reserve Line Termination Date, and
expiration or termination of this Agreement.

                  (g) Without limiting the Borrowers' rights as set forth in
Section 3.02(f) above, the obligation of the Borrowers to immediately reimburse
NationsBank for drawings made under Letters of Credit shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement and such Letters of Credit and the related
applications for any Letter of Credit, under the following circumstances:

                      (i) any lack of validity or enforceability of the
Letter of Credit, the obligation supported by the Letter of Credit or any other
agreement or instrument relating thereto (collectively, the "Related
Documents");


                                       49
<PAGE>   55
              (ii)  any amendment or waiver of or any consent to or departure
from all or any of the Related Documents;

              (iii) the existence of any claim, setoff, defense (other than
the defense of payment in accordance with the terms of this Agreement) or other
rights which any Borrower may have at any time against any beneficiary or any
transferee of a Letter of Credit (or any persons or entities for whom any such
beneficiary or any such transferee may be acting), Agent, Lenders or any other
person or entity, whether in connection with the Loan Documents, the Related
Documents or any unrelated transaction;

              (iv)  any breach of contract or other dispute between any
Borrower and any beneficiary or any transferee of a Letter of Credit (or any
persons or entities for whom such beneficiary or any such transferee may be
acting), Agent, Lenders or any other Person;

              (v)   any draft, statement or any other document presented under
the 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 whatsoever;

              (vi)  any delay, extension of time, renewal, compromise or other
indulgence or modification granted or agreed to by Agent, with or without
notice to or approval by any Borrower in respect of any of a Borrower's
Obligations under this Agreement; or

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

provided, however, that nothing contained herein shall be deemed to release
NationsBank or any other Lender of any liability for actual loss arising as a
result of its gross negligence or willful misconduct or out of the wrongful
dishonor by NationsBank of a proper demand for payment made under and strictly
complying with the terms of any Letter of Credit.

         3.03 Letter of Credit Fee. Greenfield agrees to pay (i) to the Agent,
for the pro rata benefit of the Lenders based on their Applicable Commitment
Percentages, a fee on the Dollar Value of the aggregate average daily amount
available to be drawn on each Outstanding Domestic Letter of Credit at a rate
equal to the Applicable Interest Addition to the Eurodollar Revolver Rate as in
effect from time to time and (ii) to NationsBank, as issuer of each Domestic
Letter of Credit, an issuance fee equal to one-eighth of one percent (.125%) of
the Dollar Value of the aggregate amount available to be drawn on each
Outstanding Domestic Letter of Credit. Each Borrower agrees to pay (y) to the
Agent, for the pro rata benefit of the Lenders based on their Applicable
Commitment Percentages, a fee on the Dollar Value of the aggregate average daily
amount available to be drawn on each Outstanding Foreign Letter of Credit at a
rate equal to the Applicable Interest Addition to the Eurodollar Revolver Rate
as in effect from time to time and (z) to NationsBank, as issuer of each Foreign
Letter of 


                                       50
<PAGE>   56
Credit, an issuance fee equal to one-eighth of one percent (.125%) of the Dollar
Value of the aggregate amount available to be drawn on each Outstanding Foreign
Letter of Credit. The fees described in clauses (i) and (y) above shall be due
and payable with respect to each Letter of Credit quarterly in arrears on the
last day of each December, March, June and September commencing on the first
such date following the date of issuance of such Letter of Credit. The fees
described in clauses (ii) and (z) above with respect to a Letter of Credit shall
be due and payable in full, and shall be deemed fully earned, on the date of
issuance of such Letter of Credit. All fees described in this Section 3.03 shall
be calculated on the basis of a year of 360 days for the actual number of days
elapsed, and shall be payable in Dollars.

         3.04 Administrative Fees. The Borrowers shall pay to NationsBank such
administrative fee and other fees, if any, in connection with the Letters of
Credit in such amounts and at such times as NationsBank and the Borrowers shall
agree from time to time.






                                       51
<PAGE>   57
                                   ARTICLE IV

                         Yield Protection and Illegality

         4.01 Additional Costs. (a) Greenfield shall promptly pay to the Agent
for the account of a Lender from time to time, without duplication, such amounts
as such Lender may determine to be necessary to compensate it for any costs
incurred by such Lender which it determines are attributable to its making or
maintaining any Loan (whether in Dollars or any Offshore Currency) or its
obligation to make any Loans, or the issuance or maintenance by NationsBank of
or any other Lender's Participation in any Letter of Credit issued hereunder, or
any reduction in any amount receivable by such Lender under this Agreement, the
Notes or the Letters of Credit in respect of any of such Loans or such
obligation or the Letters of Credit, including reductions in the rate of return
on a Lender's capital (such increases in costs and reductions in amounts
receivable and returns being herein called "Greenfield Additional Costs"), and
each Borrower shall promptly pay to the Agent for the account of a Lender from
time to time, without duplication, such amounts as such Lender may determine to
be necessary to compensate it for any costs incurred by such Lender which it
determines are attributable to its making or maintaining any Foreign Revolving
Credit Loan (whether in Dollars or any Offshore Currency) or its obligation to
make any Foreign Revolving Credit Loans, or the issuance or maintenance by
NationsBank of or any other Lender's Participation in any Foreign Letter of
Credit issued hereunder, or any reduction in any amount receivable by such
Lender under this Agreement, the Foreign Revolving Credit Notes or the Foreign
Letters of Credit in respect of any of such Foreign Revolving Credit Loans or
such obligation or the Foreign Letters of Credit, including reductions in the
rate of return on a Lender's capital (such increases in cost and reductions in
amounts receivable and returns, together with the Greenfield Additional Costs,
being herein called "Additional Costs"), in each case resulting from any
Regulatory Change which: (i) changes the basis of taxation of any amounts
payable to such Lender under this Agreement or the Notes in respect of any of
such Loans or Letters of Credit (other than taxes imposed on or measured by the
income, revenues or assets of any Lender); or (ii) imposes or modifies any
reserve, special deposit, monetary control or similar requirements relating to
any extensions of credit or other assets of, or any deposits with or other
liabilities of, such Lender (other than any such reserve, deposit or requirement
reflected in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar
Rate, in each case computed in accordance with the respective definitions of
such terms set forth in Section 1.01 hereof); or (iii) has or would have the
effect of reducing the rate of return on capital of any such Lender to a level
below that which the Lender could have achieved but for such Regulatory Change
(taking into consideration such Lender's policies with respect to capital
adequacy); or (iv) imposes any other condition adversely affecting the Agent or
the Lenders under this Agreement, the Notes or the issuance or maintenance of,
or any Lender's Participation in, the Letters of Credit (or any of such


                                       52
<PAGE>   58
extensions of credit or liabilities). Each Lender will notify the Authorized
Representative and the Agent of any event occurring after the Effective Date
which would entitle it to compensation pursuant to this Section 4.01(a) as
promptly as practicable after it obtains knowledge thereof and determines to
request such compensation.

         (b) Without limiting the effect of the foregoing provisions of this
Section 4.01, in the event that, by reason of any Regulatory Change, any Lender
either (i) incurs Additional Costs based on or measured by the excess above a
specified level of the amount of a category of deposits or other liabilities of
the Lender which includes deposits by reference to which the interest rate on
Eurodollar Loans is determined as provided in this Agreement or a category of
extensions of credit or other assets of any Lender which includes Eurodollar
Loans (by way of illustration only and not limitation, an increase in reserve
requirements on a Lender's eurodollar deposit liabilities above a specified
dollar amount percentage of its capital) or (ii) becomes subject to restrictions
on the amount of such a category of liabilities or assets which it may hold,
then, if the Lender so elects by notice to the other Lenders, the obligation
hereunder of such Lender to make, and to convert Base Rate Loans into,
Eurodollar Loans that are the subject of such restrictions shall be suspended
until the date such Regulatory Change ceases to be in effect and the applicable
Borrowers shall, on the last day(s) of the then current Interest Period(s) for
outstanding Eurodollar Loans (A) convert such Eurodollar Loans that are
denominated in Dollars into Base Rate Loans, and (B) repay such Eurodollar Loans
that are Offshore Currency Loans; provided, however, that the suspension of such
obligation and the conversion of any Eurodollar Loans into Base Rate Loans or
repayment of Eurodollar Loans shall apply only to any Lender who is affected by
such restrictions and who has provided such notice to the other Lenders, and the
obligation of the other Lenders to make, and to convert Base Rate Loans into
Eurodollar Loans shall not be affected by such restrictions. In the event that
the obligation of some, but not all of the Lenders to make, or to convert Base
Rate Loans into Eurodollar Loans is suspended, then any request by the Borrowers
during the pendency of such suspension for a Eurodollar Loan shall be deemed a
request for such Eurodollar Loan from the Lender(s) not subject to such
suspension and for a Base Rate Loan from the Lender(s) who are subject to such
suspension, in each case in the respective amounts based on the Lenders'
respective Revolving Credit Commitments and Reserve Line Commitments, as
applicable.

         (c) Determinations by any Lender for purposes of this Section 4.01 of
the effect of any Regulatory Change on its costs of making or maintaining, or
being committed to make, Loans or by NationsBank as issuer of any Letter of
Credit of the effect of any Regulatory Change on its costs in connection with
the issuance or maintenance of, or any other Lender's Participation in, any
Letter of Credit issued hereunder, or on amounts receivable by any Lender in
respect of Loans or Letters of Credit, and of the additional amounts 


                                       53
<PAGE>   59
required to compensate the Lender in respect of any Additional Costs, shall be
made on a reasonable basis taking into account such Lender's reasonable policies
as to the allocation of capital, costs and other items. The Lender requesting
such compensation shall furnish to the Authorized Representative and the Agent
an explanation of the Regulatory Change and calculations, in reasonable detail,
setting forth such Lender's determination of any such Additional Costs.

         4.02 Suspension of Loans. Anything herein to the contrary
notwithstanding, if, on or prior to the determination of any interest rate for
any Eurodollar Loan for any Interest Period, the Agent determines (which
determination made on a reasonable basis shall be conclusive absent manifest
error) that:

              (a) quotations of interest rates for the relevant deposits
         referred to in the definition of a Eurodollar Rate in Section 1.01
         hereof are not being provided in the relevant amounts or for the
         relevant maturities for purposes of determining the rate of interest
         for such Eurodollar Loan as provided in this Agreement; or

              (b) the relevant rates of interest referred to in the
         definition of "Eurodollar Rate" in Section 1.01 hereof upon the basis
         of which the Eurodollar Rate for such Interest Period is to be
         determined do not adequately reflect the cost to the Lenders of making
         or maintaining such Eurodollar Loan for such Interest Period or such
         Eurodollar Loan (which determination shall be made on a reasonable
         basis by the Agent, and the Person making such determination shall
         furnish the Authorized Representative evidence of the facts leading to
         such determination);

then the Agent shall give the Authorized Representative prompt notice thereof,
and so long as such condition remains in effect, the Lenders shall be under no
obligation to make Eurodollar Loans that are subject to such condition, or to
convert Loans into Eurodollar Loans, and the applicable Borrowers shall on the
last day(s) of the then current Interest Period(s) for outstanding Eurodollar
Loans, as applicable, (i) convert such Eurodollar Loans into another Eurodollar
Loan which is not subject to the same or similar condition, or (ii) (in the case
of Dollar-denominated Loans) convert such Eurodollar Loans into Base Rate Loans,
or (iii) (in the case of Offshore Currency Loans) repay such Loans. The Agent
shall give the Authorized Representative notice describing in reasonable detail
any event or condition described in this Section 4.02 promptly following the
determination by the Agent that the availability of Eurodollar Loans is, or is
to be, suspended as a result thereof.

         4.03 Illegality. Notwithstanding any other provision of this Agreement,
in the event that it becomes unlawful for any Lender to honor its obligation to
make or maintain Eurodollar Loans hereunder, then such Lender shall promptly
notify Greenfield 


                                       54
<PAGE>   60
thereof (with a copy to the Agent) and such Lender's obligation to make or
continue Eurodollar Loans, or convert Base Rate Loans into Eurodollar Loans,
shall be suspended until such time as such Lender may again make and maintain
Eurodollar Loans, and such Lender's outstanding Eurodollar Loans denominated in
Dollars shall be converted into Base Rate Loans in accordance with Section 2.11
hereof, and the Borrowers shall repay to such Lender all outstanding Offshore
Currency Loans owed to such Lender (together with all accrued interest thereon)
at the end of the respective Interest Period.

         4.04     Compensation. Greenfield (with respect to any Loans) and each
Borrower (with respect to any Foreign Revolving Credit Loans) shall promptly pay
to each Lender, upon the request of such Lender, such amount or amounts as shall
be sufficient (in the reasonable determination of Lender) to compensate it for
any loss, cost or expense incurred by it as a result of:

                  (a) any payment, prepayment or conversion of a Eurodollar Loan
         or Competitive Bid Loan on a date other than the last day of the
         Interest Period for such Eurodollar Loan or Competitive Bid Loan,
         including without limitation any conversion required pursuant to this
         Article IV;

                  (b) any failure by any Borrower to borrow a Eurodollar Loan on
         the date for such borrowing specified in the relevant Borrowing Notice
         or interest rate selection notice under Article II hereof; or

                  (c) any failure by Greenfield to borrow a Competitive Bid Loan
         on the date for such borrowing specified in the relevant Competitive
         Bid Quote (if and to the extent Greenfield has previously accepted such
         Competitive Bid Quote in accordance with Article II hereof);

such compensation to include, without limitation, an amount equal to the excess,
if any, of (i) the amount of interest which would have accrued on the principal
amount so paid, prepaid or converted or not borrowed for the period from the
date of such payment, prepayment or conversion or failure to borrow or convert
to the last day of the then current Interest Period for such Loan (or, in the
case of a failure to borrow or convert, the Interest Period for such Loan which
would have commenced on the date scheduled for such borrowing or conversion) at
the applicable rate of interest for such Loan provided for herein over (ii) (A)
in the case of a Eurodollar Loan, the Eurodollar Rate (as reasonably determined
by the Agent) for deposits in the Applicable Currency of amounts comparable to
such principal amount and maturities comparable to such period, or (B) in the
case of a Competitive Bid Loan, the interest rate (as reasonably determined by
such Lender) which the applicable Lender is able to earn by re-lending such
principal amount for a period comparable to such period. A determination of a
Lender as to the amounts payable pursuant to this Section 4.04 shall be
conclusive, provided that such determinations are made on 


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<PAGE>   61
a reasonable basis. The Lender requesting compensation under this Section 4.04
shall furnish to the Authorized Representative and the Agent calculations in
reasonable detail setting forth such Lender's determination of the amount of
such compensation.

         4.05 Alternate Loan and Lender. In the event any Lender suspends the
making of any Eurodollar Loan pursuant to this Article IV (herein a "Restricted
Lender"), the Restricted Lender's Applicable Commitment Percentage of any
Eurodollar Loan shall bear interest at either the Eurodollar Rate for which the
suspension does not apply or (in the case of Dollar-denominated Loans) the Base
Rate, as selected by the applicable Borrower, until the Restricted Lender once
again makes available the applicable Eurodollar Loan. Notwithstanding the
provisions of Section 2.03(b), interest shall be payable to the Restricted
Lender at the time and manner as paid to those Lenders making available
Eurodollar Loans.

         4.06 Taxes. (a) All payments by any Borrower of principal of, and
interest on, the Loans and all other amounts payable hereunder shall be made
free and clear of and without deduction for any present or future excise, stamp
or other taxes, fees, duties, levies, imposts, charges, deductions, withholdings
or other charges of any nature whatsoever imposed by any taxing authority, but
excluding (i) franchise taxes, (ii) any taxes (other than withholding taxes)
that would not be imposed but for a connection between a Lender or the Agent and
the jurisdiction imposing such taxes (other than a connection arising solely by
virtue of the activities of such Lender or the Agent pursuant to or in respect
of this Agreement or any other Loan Document), (iii) any withholding taxes
payable with respect to payments hereunder or under any other Loan Document
under laws (including, without limitation, any statute, treaty, ruling,
determination or regulation) in effect on the Closing Date, provided however
this subsection (iii) shall not include (A) withholding taxes after the date
hereof as a consequence of the change in the applicable tax treaty to eliminate
any applicable exemption contained in such tax treaty as in effect on the date
hereof from the obligation to pay such withholding taxes, or (B) withholding
taxes arising because the applicable taxing authorities do not accept the
exemption or clearance application of any Lender or Agent, except that
indemnification shall not be required under this clause (B) to the extent that
such withholding taxes give rise to offsetting tax benefits for such Lender,
such Agent or the respective Affiliates of such Lender or such Agent, (iv) any
taxes imposed on or measured by any Lender's assets, net income, receipts or
branch profits and (v) any taxes arising after the Closing Date solely as a
result of or attributable to a Lender changing its designated lending office
after the date such Lender becomes a party hereto (such non-excluded items being
collectively called "Taxes"). Each Lender and Agent will use its reasonable best
efforts to cause the applicable taxing authorities to accept its respective
exemption or clearance applications. In the event that any withholding or
deduction from any payment to be made by any Borrower hereunder is required in


                                       56
<PAGE>   62
respect of any Taxes pursuant to any applicable law, rule or regulation, then
such Borrower will

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

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

                  (C) pay to the Agent for the account of the Lender such
         additional amount or amounts as is necessary to ensure that the net
         amount actually received by each Lender will equal the full amount such
         Lender would have received had no such withholding or deduction been
         required; provided, however that such Borrower shall not be required to
         pay any such additional amount or amounts with respect to the net
         amount received by any Lender that has failed to comply with the
         requirements of Section 4.06(b), (c) or (d).

         (b) Prior to the date that any Lender or participant organized under
the laws of a jurisdiction outside the United States becomes a party hereto,
such Person shall deliver to each of Greenfield and the Agent two duly completed
copies of United States Internal Revenue Service Form 1001 or 4224, certifying
in either case that such Lender is entitled to receive payments under this
Agreement and the Notes without deduction or withholding of any United States
federal income taxes. Each Lender which so delivers a Form 1001 or 4224 further
undertakes to deliver to each of Greenfield and the Agent two additional copies
of such form (or a successor form) on or before the date that such form expires
(currently, three successive calendar years for Form 1001 and one calendar year
for Form 4224) or becomes obsolete or after the occurrence of any event
requiring a change in the most recent forms so delivered by it, and such
amendments thereto or extensions or renewals thereof as may be reasonably
requested by Greenfield or the Agent, in each case certifying that such Lender
is entitled to receive payments under this Agreement and the Notes without
deduction or withholding of any United States federal income taxes, unless an
event (including, without limitation, any change in treaty, law or regulation)
has occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Lender from duly completing and delivering any such form with respect to it and
such Lender advises Greenfield and the Agent that it is not capable of receiving
payments without any deduction or withholding of United States federal income
tax.

         (c) Prior to the date that any Lender or participant organized under
the laws of jurisdiction outside the United Kingdom becomes a party hereto, such
Person shall deliver to each of Greenfield and the Agent such certificates,
documents or other evidence, as required by applicable law, properly completed,
currently effective and duly executed by such Lender or participant 


                                       57
<PAGE>   63
establishing that such payment is not subject to withholding tax of the United
Kingdom under applicable law.

         (d)  Prior to the date that any Lender or participant organized under
the laws of jurisdiction outside Germany becomes a party hereto, such Person
shall deliver to each of Greenfield and the Agent such certificates, documents
or other evidence, as required by applicable law, properly completed, currently
effective and duly executed by such Lender or participant establishing that such
payment is not subject to German withholding tax under applicable law.

         (e)  The Agent shall have no responsibility for ensuring compliance by
any Lender or participant with this Section 4.06. The Lenders and any applicable
participant agree to indemnify the Agent from and against any and all
liabilities, obligations, losses, demands, penalties, actions, judgments, suits,
costs, expenses or disbursements (including without limitation any withholding
taxes or backup withholding taxes) (collectively, "Claims") which may at any
time be imposed on, incurred by or asserted against the Agent, any Lender or any
participant arising out of the failure of any Lender or participant to comply
with Section 4.06(b), (c) or (d). The applicable Lender and any applicable
participant agree to indemnify every other Lender against any and all Claims
(including claims for indemnification by the Agent) pursuant to this paragraph
which may at any time be imposed on, incurred by or assorted against any such
Lender arising out of the failure of the applicable Lender or any of its
participants to comply with Section 4.06(b), (c) or (d).

         (f)  If the applicable Borrower fails to pay any Taxes when due to the
appropriate taxing authority or fails to remit to the Agent, for the account of
the respective Lender, the required receipts or other required documentary
evidence, the Borrowers shall indemnify the Lenders for any incremental Taxes,
interest or penalties that may become payable by any Lender as a result of any
such failure. For purposes of this Section 4.06, a distribution hereunder by the
Agent or any Lender to or for the account of any Lender shall be deemed a
payment by the Borrowers.

         4.07 Unavailability of Offshore Currency.

         (a)  Suspension of Obligations. Notwithstanding any other provision of
this Agreement, in the event that it becomes unlawful for any Lender to honor
its obligation to make Loans (or for NationsBank to issue Letters of Credit) in
any Offshore Currency, or any Lender fails to have access to any Offshore
Currency on terms reasonably acceptable to such Lender, then such Lender shall
promptly notify the Borrowers thereof (with a copy to the Agent) (a "Suspension
Notice") and the obligation of any Lender to make Loans denominated in such
Offshore Currency, and the obligation of NationsBank to issue Letters of Credit
in such Offshore Currency, shall be suspended until such time as each Lender may
again make Loans (and NationsBank may again issue Letters of Credit) in such


                                       58
<PAGE>   64
Offshore Currency. Nothing contained in this Section 4.07 shall suspend any
obligations of the Lenders to make Revolving Credit Loans or payments
denominated in Dollars pursuant to Section 3.02(c).

         (b) Mandatory Assignment. In the event that any Lender delivers a
Suspension Notice to the Borrowers and the Agent pursuant to clause (a) above,
then, subject to Section 11.01 of this Agreement, and provided that no Default
or Event of Default has occurred and is continuing, the Borrowers may, at their
own expense, require such Lender to assign all or (with such Lender's consent)
part of its rights and obligations under this Agreement (except for rights to be
indemnified for actions taken while a party hereunder) to a replacement bank or
financial institution if the Borrowers can identify a Person who is ready,
willing and able to be such replacement bank or institution with respect thereto
and such replacement bank or institution (which may be another Lender) shall
assume such assigned obligations, provided, however, that (y) subject to Section
11.01 hereof, the Borrowers or such replacement bank or institution, as the case
may be, shall have paid to such Lender in immediately available funds the
principal of and interest accrued to the date of such payment on the Loans made
by it hereunder and all other amounts owed to it hereunder and (z) such
assignment of the rights and obligations of such Lender does not conflict with
any law, rule or regulation or order of any court or Governmental Authority.


         4.08 Alternate Lending Installation. If at the time a Lender becomes a
party hereto or any time thereafter, such Lender has, acquires or establishes a
branch or office in Germany or the United Kingdom, such Lender shall designate
such branch or office as its office for making Eurodollar Loans in such country,
if such designation would (a) reduce the liability of the Borrowers to such
Lender under Sections 4.01 or 4.02, or (b) avoid any unavailability of
Eurodollar Loans under Sections 4.02, 4.03 or 4.07, provided that such Lender
shall not be required to make such designation if such designation would be
unlawful or unreasonably burdensome to such Lender, or would impose additional
costs on such Lender.


                                       59
<PAGE>   65
                                    ARTICLE V

                     Conditions to Making Loans and Issuing
                                Letters of Credit

         5.01 Conditions of Initial Advance and Issuance of Letters of Credit.
The obligation of the Lenders to make the initial Advance and of NationsBank to
issue the Letters of Credit is subject to the conditions precedent that the
Agent shall have received on or before the Effective Date, in form and substance
satisfactory to the Agent and Lenders, the following:

                  (a) executed originals of each of this Agreement, the Notes
         and the other Loan Documents (including executed by each Guarantor),
         together with all schedules and exhibits thereto;

                  (b) favorable written opinions of special counsel to the
         Borrowers and the Guarantors (other than Guarantors organized under the
         laws of Mexico or Canada), dated the Closing Date, addressed to the
         Agent and the Lenders and satisfactory to Smith Helms Mulliss & Moore,
         L.L.P., special counsel to the Agent, substantially in the forms of
         Exhibits L-1, L-2, L-3 and L-4 attached hereto;

                  (c) resolutions of the boards of directors or other
         appropriate governing body (or of the appropriate committee thereof) of
         each of the Borrowers and each of the Guarantors certified by its
         secretary or assistant secretary or other appropriate official as of
         the Closing Date, appointing (in the case of the Borrower) the
         Authorized Representative and approving and adopting the Loan Documents
         to be executed by such Person, and authorizing the execution and
         delivery thereof;

                  (d) specimen signatures of officers of each Borrower and each
         Guarantor executing the Loan Documents on behalf of such Person,
         certified by the secretary or assistant secretary or other appropriate
         official of such Borrower or Guarantor, as applicable;

                  (e) the charter documents or documents of establishment of
         each Borrower and each Guarantor certified as of a recent date by the
         Secretary of State or other appropriate Governmental Authority of its
         jurisdiction of incorporation;

                  (f) the by-laws of each Borrower and, to the extent the same
         exist, each Guarantor certified as of the Closing Date as true and
         correct by the secretary or assistant secretary of the Person to whom
         such by-laws relate;

                  (g) certificates issued as of a recent date by the Secretary
         of State or other appropriate Governmental Authority of its
         jurisdiction of incorporation as to the due existence and good standing
         of each Borrower and each Guarantor therein;

                                       60
<PAGE>   66
                  (h) appropriate certificates of qualification to do business,
         good standing and, where appropriate, authority to conduct business
         under assumed name, issued in respect of each Borrower and each
         Guarantor as of a recent date by the Secretary of State or other
         appropriate Governmental Authority of each jurisdiction in which the
         failure to be qualified to do business or authorized so to conduct
         business could materially adversely affect the business, operations or
         conditions, financial or otherwise, of any Borrower or any Guarantor;

                  (i) notice of appointment of the initial Authorized
         Representative of the Borrowers in the form of Exhibit C hereto to the
         extent any change is requested by Borrower;

                  (j) certificate of an Authorized Representative dated the
         Effective Date demonstrating compliance with the financial covenants
         contained in Sections 8.01 through 8.05 as of the immediately preceding
         Determination Date, substantially in the form of Exhibit M attached
         hereto;

                  (k) evidence of insurance required by the Loan Documents with
         respect to Greenfield and the Domestic Subsidiaries;

                  (l) Borrowing Notice;

                  (m) all fees payable by the Borrowers on the Effective Date to
         the Agent, NationsBank and the Lenders;

                  (n) evidence satisfactory to the Agent of the payment in full
         and termination of each of the Existing Credit Facility and the
         Existing FC Facility;

                  (o) stock certificates representing 65% of all issued and
         outstanding capital stock of Cirbo, Kemmer H and RTW Limited, in each
         case with stock powers executed in blank or evidence (satisfactory to
         the Agent) of any other filings, registrations or actions as may be
         necessary or appropriate to ensure the enforceability, perfection and
         first priority of the Lien of the Agent (on behalf of the Lenders) in
         such stock (except that, the foregoing notwithstanding, the stock
         certificates for Cirbo and RTW Limited may be delivered within 60 days
         after the Closing Date, as set forth in Section 5.03(b) below); and

                  (p) such other documents, instruments, certificates and
         opinions as the Agent or any Lender may reasonably request on or prior
         to the Effective Date in connection with the consummation of the
         transactions contemplated hereby.

         5.02 Conditions of Loans. The obligations of the Lenders to make any
Loans, and NationsBank to issue Letters of Credit hereunder on or subsequent to
the Effective Date are subject to the satisfaction of the following conditions:


                                       61
<PAGE>   67
                  (a) the Agent shall have received a notice of such borrowing
         or request if required by Article II hereof;

                  (b) the representations and warranties of each Borrower and
         each Guarantor set forth in Article VI hereof and in each of the other
         Loan Documents shall be true and correct in all material respects on
         and as of the date of such Advance or issuance of such Letters of
         Credit, as the case may be, with the same effect as though such
         representations and warranties had been made on and as of such date,
         except to the extent that such representations and warranties expressly
         relate to an earlier date and except that the financial statements
         referred to in Section 6.01(f)(i) shall be deemed to be those financial
         statements most recently delivered to the Agent and the Lenders
         pursuant to Section 7.01 hereof;

                  (c) in the case of the issuance of a Letter of Credit, the
         applicable Borrower shall have executed and delivered to NationsBank an
         Application and Agreement for Letter of Credit in form and content
         acceptable to NationsBank together with such other instruments and
         documents as it shall request;

                  (d) at the time of each such Advance, Swing Line Loan or
         issuance of each Letter of Credit, as the case may be, no Default or
         Event of Default specified in Article IX hereof, shall have occurred
         and be continuing;

                  (e) immediately after giving effect to a Swing Line Loan, the
         aggregate Swing Line Outstanding shall not exceed $10,000,000;

                  (f) immediately after giving effect to a Loan or Letter of
         Credit:

                      (i) the aggregate Dollar Value of all outstanding
                  Revolving Credit Loans for each Lender shall not exceed the
                  Revolving Credit Commitment of such Lender;

                      (ii) the aggregate principal amount of outstanding
                  Reserve Line Loans for each Lender shall not exceed the
                  Reserve Line Commitment of such Lender;

                      (iii) the aggregate Dollar Value of Participations
                  for each Lender with respect to Outstanding Letters of Credit
                  shall not exceed the Letter of Credit Commitment of such
                  Lender;

                      (iv) the Dollar Value of Outstanding Credit
                  Obligations shall not exceed the Total Revolving Credit
                  Commitment;

                      (v) the aggregate principal amount of all outstanding
                  Reserve Line Loans shall not exceed the Total Reserve Line
                  Commitment; and


                                       62
<PAGE>   68
                      (vi) the Dollar Value of Outstanding Letters of Credit
                  shall not exceed the Total Letter of Credit Commitment.

         5.03 Additional Post-Closing Conditions.

                  (a) Within 90 days after the Closing Date, the Borrowers shall
         deliver to the Agent and the Lenders, favorable written opinion of
         special counsel to the Guarantors organized under the laws of Mexico or
         Canada, such opinions to be addressed to the Agent and the Lenders and
         in form and substance satisfactory to Smith Helms Mulliss & Moore,
         L.L.P., substantially in the form of Exhibit L-4 attached hereto.

                  (b) Within 60 days after the Closing Date, the Borrower shall
         deliver to the Agent, stock certificates representing 65% of all issued
         and outstanding capital stock of Cirbo and RTW Limited, in each case
         with stock powers executed in blank or evidence (satisfactory to the
         Agent) of any other filings, registrations or actions as may be
         necessary or appropriate to ensure the enforceability, perfection and
         first priority of the Lien of the Agent (on behalf of the Lenders) in
         such stock.







                                       63
<PAGE>   69
                                   ARTICLE VI

                         Representations and Warranties

         6.01     Representations and Warranties. Each Borrower represents and
warrants with respect to itself and to each of the other Subsidiaries (which
representations and warranties shall survive the delivery of the documents
mentioned herein and the making of Loans and issuance of Letters of Credit),
that:

                  (a) Organization and Authority.

                      (i)   each Borrower and each other Subsidiary is a
                  corporation duly organized and validly existing under the laws
                  of the jurisdiction of its incorporation or creation;

                      (ii)  each Borrower and each other Subsidiary (x) has
                  the requisite power and authority to own its properties and
                  assets and to carry on its business as now being conducted and
                  as contemplated in the Loan Documents, and (y) is qualified to
                  do business in every jurisdiction in which failure so to
                  qualify would have a material adverse effect on the business
                  or operations of any Borrower or any Subsidiary;

                      (iii) each Borrower has the power and authority to
                  execute, deliver and perform this Agreement and the Notes, and
                  to borrow hereunder, and to execute, deliver and perform each
                  of the other Loan Documents to which it is a party;

                      (iv)  each Guarantor has the power and authority to
                  execute, deliver and perform the Guaranty and the other Loan
                  Documents to which it is a party; and

                      (v)   when executed and delivered, each of the Loan
                  Documents to which any Borrower or any Guarantor is a party
                  will be the legal, valid and binding obligation or agreement,
                  as the case may be, of such Borrower or Guarantor, enforceable
                  against such Borrower or Guarantor in accordance with its
                  terms, subject to the effect of any applicable bankruptcy,
                  moratorium, insolvency, reorganization or other similar law
                  affecting the enforceability of creditors' rights generally
                  and to the effect of general principles of equity which may
                  limit the availability of equitable remedies (whether in a
                  proceeding at law or in equity);

                  (b) Loan Documents. The execution, delivery and performance by
         each Borrower and each Guarantor of each of the Loan Documents to which
         a Borrower or a Guarantor is a party:

                      (i) have been duly authorized by all requisite corporate
         action (including any required shareholder approval) of such Borrower
         or Guarantor signatory thereto 


                                       64
<PAGE>   70
                  required for the lawful execution, delivery and performance
                  thereof;

                           (ii) do not violate any provisions of (1) applicable
                  law, rule or regulation, (2) any order of any court or other
                  agency of government binding on any Borrower or any Guarantor,
                  or their respective properties, or (3) the charter documents,
                  documents of creation or by-laws of any Borrower or any
                  Guarantor;

                          (iii) will not be in conflict with, result in a
                  breach of or constitute an event of default, or an event
                  which, with notice or lapse of time, or both, would constitute
                  an event of default, under any indenture, agreement or other
                  instrument to which any Borrower or any Guarantor is a party,
                  or by which the properties or assets of any Borrower or any
                  Guarantor are bound;

                          (iv)  will not result in the creation or imposition of
                  any Lien, charge or encumbrance of any nature whatsoever upon
                  any of the properties or assets of any Borrower, or any
                  Guarantor except any liens, charges and encumbrances in favor
                  of the Agent and the Lenders created by the Loan Documents.

                  (c) Solvency. Each Borrower and each Guarantor are Solvent
         after giving effect to the transactions contemplated by this Agreement
         and the other Loan Documents.

                  (d) Subsidiaries and Stockholders. No Borrower has any
         Subsidiaries other than those Persons listed as Subsidiaries in
         Schedule 6.01(d) hereto; Schedule 6.01(d) to this Agreement states as
         of the date hereof the authorized and issued capitalization of each
         Subsidiary listed thereon, the number of shares or other equity
         interests of each class of capital stock or interest issued and
         outstanding of each such Subsidiary and the number and/or percentage of
         outstanding shares or other equity interest (including options,
         warrants and other rights to acquire any interest) of each such class
         of capital stock or equity interest owned by any Borrower or by any
         such Subsidiary; the outstanding shares or other equity interests of
         each such Subsidiary have been duly authorized and validly issued and
         are fully paid and nonassessable; and each Borrower and each such
         Subsidiary owns beneficially and of record all the shares and other
         interests it is listed as owning in Schedule 6.01(d), free and clear of
         any Lien, other than Liens in favor of the Agent and the Lenders
         pursuant to the Cirbo Pledge Agreement, the Kemmer Pledge Agreement and
         the RTW Pledge Agreement.

                  (e) Ownership Interests. No Borrower owns any interest in any
         Person having an aggregate book value of $100,000 or more other than
         the Persons listed in Schedule 6.01(d) hereto;

                  (f) Financial Condition. (i) Greenfield has heretofore
         furnished to each Lender an audited consolidated balance sheet 


                                       65
<PAGE>   71
         of Greenfield and its Subsidiaries as at December 31, 1995 and the
         notes thereto and the related consolidated statements of operations,
         cash flows, and changes in stockholders' equity for the Fiscal Year
         then ended as examined and certified by Price Waterhouse L.L.P. and
         unaudited interim consolidated financial statements of Greenfield and
         its Subsidiaries consisting of consolidated balance sheets and related
         consolidated statements of operations, cash flows and changes in
         stockholders' equity, in each case without notes, for and as of the end
         of the third fiscal quarter of the Fiscal Year beginning January 1,
         1996, as certified by an Authorized Representative. Except as set forth
         therein, such financial statements (including the notes thereto)
         present fairly the financial condition of Greenfield and its
         Subsidiaries as of the end of such Fiscal Year and third fiscal quarter
         and results of their operations and the changes in their stock holders'
         equity for the Fiscal Year and quarter then ended, all in conformity
         with Generally Accepted Accounting Prin ciples applied on a Consistent
         Basis, subject however, in the case of unaudited interim statements to
         year end adjustments;

                  (ii) since September 30, 1996, there has been no material
         adverse change in the condition, financial or otherwise, of Greenfield
         and its Subsidiaries or in the businesses, properties and operations of
         Greenfield and its Subsidiaries, considered as a whole, nor have such
         businesses or properties, taken as a whole, been materially adversely
         affected as a result of any fire, explosion, earthquake, accident,
         strike, lockout, combination of workers, flood, embargo or act of God;

                 (iii) except as set forth in the financial statements referred
         to in Section 6.01(f)(i) or in Schedule 6.01(f) or Schedule 6.01(j)
         attached hereto, neither Greenfield nor any Subsidiary has incurred,
         other than in the ordinary course of business, any material
         indebtedness, obligations, commitments or other liability contingent or
         otherwise which remain outstanding or unsatisfied;

                  (g)  Title to Properties. The Borrowers and the Subsidiaries
         have title to all their respective owned real and personal properties,
         subject to no transfer restrictions or Liens of any kind, except for
         (x) the transfer restrictions and Liens described in Schedule
         6.01(g)-Liens attached hereto, and (y) Liens permitted under Section
         8.07 hereof;

                  (h)  Taxes. The Borrowers and the Subsidiaries have filed or
         caused to be filed all federal, state, local and foreign tax returns
         which are required to be filed by them and except for taxes and
         assessments being contested in good faith and against which reserves
         satisfactory to Greenfield's independent certified public accountants
         have been established, have paid or caused to be paid all taxes as
         shown on said returns or on any assessment received by them, to the
         extent that such taxes have become due;


                                       66
<PAGE>   72
                  (i) Other Agreements. Neither any Borrower nor any other
         Subsidiary is

                      (i)  a party to any judgment, order, decree or any
                  agreement or instrument or subject to restrictions materially
                  adversely affecting the business, properties or assets,
                  operation or condition (financial or otherwise) of any
                  Borrower or of any other Subsidiary; or

                      (ii) in default in the performance, observance or
                  fulfillment of any of the obligations, covenants or conditions
                  contained in any agreement or instrument to which any Borrower
                  or any other Subsidiary is a party, which default has, or if
                  not remedied within any applicable grace period could have, a
                  material adverse effect on the business, operations or
                  condition, financial or otherwise, of any Borrower or any
                  other Subsidiary;

                  (j) Litigation. Except as set forth in Schedule 6.01(j)
         attached hereto, there is no action, suit or proceeding at law or in
         equity or by or before any governmental instrumentality or agency or
         arbitral body pending, or, to the knowledge of any Borrower, threatened
         by or against any Borrower or any other Subsidiary or affecting any
         Borrower or any other Subsidiary or any properties or rights of any
         Borrower or any other Subsidiary, which could reasonably be expected to
         materially adversely affect the financial condition, business or
         operations of any Borrower or any other Subsidiary;

                  (k) Margin Stock. Neither any Borrower nor any other
         Subsidiary owns any "margin stock" as such term is defined in
         Regulation U, as amended (12 C.F.R. Part 221), of the Board. The
         proceeds of the borrowings made pursuant to Article II hereof will be
         used by the Borrowers and the other Subsidiaries only for the purposes
         set forth in Section 2.15 hereof. None of such proceeds will be used,
         directly or indirectly, for the purpose of purchasing or carrying any
         margin stock or for the purpose of reducing or retiring any
         Indebtedness which was originally incurred to purchase or carry margin
         stock or for any other purpose which might constitute any of the Loans
         under this Agreement a "purpose credit" within the meaning of said
         Regulation U or Regulation X (12 C.F.R. Part 224) of the Board. Neither
         any Borrower nor any agent acting in its behalf has taken or will take
         any action which might cause this Agreement or any of the documents or
         instruments delivered pursuant hereto to violate any regulation of the
         Board or to violate the Securities Exchange Act of 1934, as amended, or
         the Securities Act of 1933, as amended, or any state securities laws,
         in each case as in effect on the date hereof;

                  (l) Investment Company. Neither any Borrower nor any other
         Subsidiary is an "investment company," or an "affiliated person" of, or
         "promoter" or "principal underwriter" for, an "investment company," as
         such terms are defined in the 


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<PAGE>   73
         Investment Company Act of 1940, as amended (15 U.S.C. ss. 80a-1, et
         seq.). The application of the proceeds of the Loans and repayment
         thereof by the Borrowers and the performance by the Borrowers of the
         transactions contemplated by this Agreement will not violate any
         provision of said Act, or any rule, regulation or order issued by the
         Securities and Exchange Commission thereunder, in each case as in
         effect on the date hereof;

                  (m) Patents, Etc. The Borrowers and the other Subsidiaries own
         or have the right to use, under valid license agreements or otherwise,
         all material patents, licenses, franchises, trademarks, trademark
         rights, trade names, trade name rights, trade secrets and copyrights
         necessary to the conduct of their businesses as now conducted, without
         known conflict with any patent, license, franchise, trademark, trade
         secrets and confidential commercial or proprietary information, trade
         name, copyright, rights to trade secrets or other proprietary rights of
         any other Person;

                  (n) No Untrue Statement. Neither this Agreement nor any other
         Loan Document or certificate or document executed and delivered by or
         on behalf of any Borrower or any Guarantor in accordance with or
         pursuant to any Loan Document contains any misrepresentation or untrue
         statement of material fact or omits to state a material fact necessary,
         in light of the circumstance under which it was made, in order to make
         any such representation or statement contained therein not misleading
         in any material respect;

                  (o) No Consents, Etc. Neither the respective businesses or
         properties of any Borrower or any other Subsidiary, nor any
         relationship between any Borrower or any other Subsidiary and any other
         Person, nor any circumstance in connection with the execution, delivery
         and performance of the Loan Documents and the transactions contemplated
         hereby is such as to require a consent, approval or authorization of,
         or filing, registration or qualification with, any Governmental
         Authority or other authority or any other Person on the part of any
         Borrower or any other Subsidiary as a condition to the execution,
         delivery and performance of, or consummation of the transactions
         contemplated by, this Agreement or the other Loan Documents or if so,
         such consent, approval, authorization, filing, registration or
         qualification has been obtained or effected, as the case may be;

                  (p) Benefit Plans.
                     
                      (i) None of the employee benefit plans maintained at
         any time by any Borrower or any other Subsidiary or the trusts created
         thereunder has engaged in a prohibited transaction or violated any
         Foreign Benefit Law which could subject any such employee benefit plan
         or trust to a material tax or penalty on prohibited transactions
         imposed under Internal Revenue Code Section 4975 or ERISA or under any
         Foreign Benefit Law;


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<PAGE>   74
                           (ii) None of the employee benefit plans maintained at
         any time by any Borrower or any other Subsidiary which are employee
         pension benefit plans and which are subject to Title IV of ERISA or any
         Foreign Benefit Law or the trusts created thereunder has been
         terminated so as to result in a material liability of any Borrower
         under ERISA or under any Foreign Benefit Law nor has any such employee
         benefit plan of any Borrower or any other Subsidiary incurred any
         material liability to the Pension Benefit Guaranty Corporation
         established pursuant to ERISA or any other Person exercising similar
         duties and functions under any Foreign Benefit Law, other than for
         required insurance premiums which have been paid or are not yet due and
         payable; neither any Borrower nor any other Subsidiary has withdrawn
         from or caused a partial withdrawal to occur with respect to any
         Multi-employer Plan resulting in any assessed and unpaid withdrawal
         liability; the Borrowers and the Subsidiaries have made or provided for
         all contributions to all such employee pension benefit plans which they
         maintain and which are required as of the end of the most recent fiscal
         year under each such plan; neither any Borrower nor any other
         Subsidiary has incurred any accumulated funding deficiency with respect
         to any such plan, whether or not waived; nor has there been any
         reportable event, or other event or condition, which presents a
         material risk of termination of any such employee benefit plan by such
         Pension Benefit Guaranty Corporation or any other Person exercising
         similar duties and functions under any Foreign Benefit Law;

                           (iii) Except as set forth in Schedule 6.01(p), the
         present value of all vested accrued benefits under the employee pension
         benefit plans which are subject to Title IV of ERISA or any Foreign
         Benefit Law, maintained by any Borrower or any other Subsidiary, did
         not, as of the most recent valuation date for each such plan, exceed
         the then current value of the assets of such employee benefit plans
         allocable to such benefits;

                           (iv)  The consummation of the Loans and the issuance
         of the Letters of Credit provided for in Article II and Article III
         will not involve any prohibited transaction under ERISA or any Foreign
         Benefit Law which is not subject to a statutory or administrative
         exemption;

                           (v)   To the best of each Borrower's knowledge, each
         employee pension benefit plan subject to Title IV of ERISA or any
         Foreign Benefit Law, maintained by any Borrower or any other
         Subsidiary, has been administered in accordance with its terms in all
         material respects and is in compliance in all material respects with
         all applicable requirements of ERISA and other applicable laws,
         regulations and rules and any applicable Foreign Benefit Law;

                           (vi)  There has been no material withdrawal liability
         incurred and unpaid with respect to any Multi-employer Plan to which
         any Borrower or any other Subsidiary is or was a contributor;


                                       69
<PAGE>   75
                      (vii) As used in this Agreement, the terms "employee
         benefit plan," "employee pension benefit plan," "accumulated funding
         deficiency," "reportable event," and "accrued benefits" shall have the
         respective meanings assigned to them in ERISA, and the term "prohibited
         transaction" shall have the meaning assigned to it in Code Section 4975
         and ERISA;

                      (viii) Except as set forth in Schedule 6.01(p),
         neither any Borrower nor any other Subsidiary has any liability not
         disclosed on any of the financial statements furnished to the Lenders
         pursuant to Section 7.01(f) hereof, contingent or otherwise, under any
         plan or program or the equivalent for unfunded post-retirement
         benefits, including pension, medical and death benefits, which
         liability would have a material adverse effect on the financial
         condition of any Borrower or any other Subsidiary.

                  (q) No Default. As of the date hereof, there does not exist
         any Default or Event of Default hereunder;

                  (r) Hazardous Materials. Except as set forth in Schedule
         6.01(r), each Borrower and each other Subsidiary is in compliance with
         all applicable Environmental Laws in all material respects and neither
         any Borrower nor any other Subsidiary has been notified of any action,
         suit, proceeding or investigation which calls into question compliance
         by any Borrower or any other Subsidiary with any Environmental Laws or
         which seeks to suspend, revoke or terminate any license, permit or
         approval necessary for the generation, handling, storage, treatment or
         disposal of any Hazardous Material;

                  (s) RICO. Neither any Borrower nor any other Subsidiary is
         engaged in or has engaged in any course of conduct that could subject
         any of their respective properties to any Lien, seizure or other
         forfeiture under any criminal law, racketeer influenced and corrupt
         organizations law, civil or criminal, or other similar laws;

                  (t) Employment Matters. Except as disclosed on Schedule
         6.01(j) hereto, the Borrowers and all other Subsidiaries are in
         compliance in all material respects with all applicable laws, rules and
         regulations pertaining to labor or employment matters, including
         without limitation those pertaining to wages, hours, occupational
         safety and taxation the noncompliance with which might have a material
         adverse effect on the business, operations or financial condition of
         any Borrower or any other Subsidiary (a "Material Adverse Effect") and
         there is neither pending nor, to the knowledge of any Borrower,
         threatened any litigation, administrative proceeding or investigation,
         in respect of such matters, an adverse ruling or determination in which
         could have a Material Adverse Effect.


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<PAGE>   76
                                   ARTICLE VII

                              Affirmative Covenants

         Until the Obligations have been paid and satisfied in full and this
Agreement has been terminated in accordance with the terms hereof, unless the
Required Lenders shall otherwise consent in writing, each Borrower will and will
cause each other Subsidiary to:

         7.01 Financial Reports, Etc. (a) as soon as practical and in any event
within 90 days after the end of each Fiscal Year of Greenfield, deliver or cause
to be delivered to the Agent and each Lender (i) the consolidated balance sheet
of Greenfield and its Subsidiaries, with the notes thereto, the related
consolidated statements of operations, cash flows, and changes in stockholders'
equity and the respective notes thereto for such Fiscal Year, setting forth in
comparative financial statements for the preceding Fiscal Year, all prepared in
accordance with Generally Accepted Accounting Principles applied on a Consistent
Basis and containing opinions of Price Waterhouse L.L.P., or other such
independent certified public accountants selected by Greenfield and approved by
the Agent, which are unqualified as to the scope of the audit performed and as
to the "going concern" status of Greenfield; and (ii) a certificate of an
Authorized Representative as to the existence of any Default or Event of Default
and demonstrating compliance with Sections 8.01, 8.02, 8.03, 8.04 and 8.05 of
this Agreement, which certificate shall be in the form attached hereto as
Exhibit M;

         (b) as soon as practical and in any event within 45 days after the end
of each quarterly period (except the last reporting period of the Fiscal Year),
deliver to the Agent and each Lender (i) the consolidated balance sheet of
Greenfield and its Subsidiaries, as of the end of such reporting period, the
related consolidated statements of operations, cash flows, and changes in
stockholders' equity for such reporting period and for the period from the
beginning of the Fiscal Year through the end of such reporting period,
accompanied by a certificate of an Authorized Representative to the effect that
such financial statements present fairly the financial position of Greenfield
and its Subsidiaries as of the end of such reporting period and the results of
their operations and the changes in their financial position for such reporting
period, in conformity with the standards set forth in Section 6.01(f)(i) with
respect to interim financials, and (ii) a certificate of an Authorized
Representative as to the existence of any Default or Event of Default and
containing computations for such quarter comparable to that required pursuant to
Section 7.01(a)(ii);

         (c) together with each delivery of the financial statements required by
Section 7.01(a)(i) hereof, deliver to the Agent and each Lender a letter from
Greenfield's accountants specified in Section 7.01(a)(i) hereof stating that in
performing the audit 


                                       71
<PAGE>   77
necessary to render an opinion on the financial statements delivered under
Section 7.01(a)(i), they obtained no knowledge of any Default or Event of
Default by the Borrowers in the fulfillment of the terms and provisions of this
Agreement insofar as they relate to financial matters (which at the date of such
statement remains uncured); and if the accountants have obtained knowledge of
such Default or Event of Default, a statement specifying the nature and period
of existence thereof;

         (d) promptly upon their becoming available to any Borrower, each
Borrower shall deliver to the Agent and each Lender a copy of (i) all regular or
special reports or effective registration statements which Greenfield or any
Subsidiary shall file with the Securities and Exchange Commission (or any
successor thereto) or any securities exchange, (ii) any proxy statement
distributed by any Borrower to its shareholders, bondholders or the financial
community in general, and (iii) any management letter or other report submitted
to any Borrower or any of the Subsidiaries by independent accountants in
connection with any annual, interim or special audit of any Borrower or any of
the Subsidiaries; and

         (e) promptly, from time to time, deliver or cause to be delivered to
the Agent and each Lender such other information regarding each Borrower's and
each Subsidiary's operations, business affairs and financial condition as the
Agent or such Lender may reasonably request. The Agent and the Lenders are
hereby authorized to deliver a copy of any such financial information delivered
hereunder to the Lenders (or any affiliate of any Lender) or to the Agent, to
any regulatory authority having jurisdiction over any of the Lenders pursuant to
any written request therefor, or, subject to Section 11.01(e) hereof, to any
other Person who shall acquire or consider the acquisition of a participation
interest in or assignment of any Loan or Letter of Credit permitted by this
Agreement.

         7.02 Maintain Properties. Maintain all properties necessary to its
operations in good working order and condition (ordinary wear and tear excepted)
and make all needed repairs, replacements and renewals as are necessary to
conduct its business in accordance with customary business practices.

         7.03 Existence, Qualification, Etc. Do or cause to be done all things
necessary to preserve and keep in full force and effect its existence and all
material rights and franchises, trade names, trademarks and permits, except to
the extent conveyed in connection with a transaction permitted under Section
8.08 or 8.10 hereof, and maintain its license or qualification to do business as
a foreign corporation and good standing in each jurisdiction in which its
ownership or lease of property or the nature of its business makes such license
or qualification necessary, except where the failure to maintain such license or
qualification could not reasonably be expected to have a Material Adverse
Effect.


                                       72
<PAGE>   78
         7.04 Regulations and Taxes. Comply with or contest in good faith all
statutes and governmental regulations and pay all taxes, assessments,
governmental charges, claims for labor, supplies, rent and any other obligation
which, if unpaid, might become a Lien against any of its properties except
liabilities being contested in good faith and against which adequate reserves
have been established.

         7.05 Insurance. (i) Keep all of its insurable properties adequately
insured at all times with responsible insurance carriers against loss or damage
by fire and other hazards as are customarily insured against by similar
businesses owning such properties similarly situated, (ii) maintain general
public liability insurance at all times with responsible insurance carriers
against liability on account of damage to persons and property having such
limits, deductibles, exclusions and co-insurance and other provisions providing
no less coverage than that specified in Schedule 7.05 attached hereto, such
insurance policies to be in form satisfactory to the Agent, and (iii) maintain
insurance under all applicable workers' compensation laws (or in the
alternative, maintain required reserves if self-insured for workers'
compensation purposes). Each of the policies of insurance described in this
Section 7.05 shall provide that the insurer shall give the Agent not less than
thirty (30) days' prior written notice before any such policy shall be
terminated, lapse or be altered in any material manner.

         7.06 True Books. Keep true books of record and account in which full,
true and correct entries will be made of all of its dealings and transactions in
accordance with customary business practices, and set up on its books such
reserves as may be required by Generally Accepted Accounting Principles with
respect to doubtful accounts and all taxes, assessments, charges, levies and
claims and with respect to its business in general, and include such reserves in
interim as well as year-end financial statements.

         7.07 Pay Indebtedness to Lenders and Perform Other Covenants. (a) Make
full and timely payment of the principal of and interest on the Notes and all
other Obligations whether now existing or hereafter arising; and (b) duly comply
with all the terms and covenants contained in all Loan Documents and other
instruments and documents given to the Agent or the Lenders pursuant hereto or
thereto.

         7.08 Right of Inspection. Permit any Person designated by any Lender or
the Agent at the Lender's or Agent's expense, as the case may be, to visit and
inspect any of the properties, corporate books and financial reports of the
Borrowers and the other Subsidiaries, and to discuss their respective affairs,
finances and accounts with their principal officers and independent certified
public accountants, all at reasonable times, at reasonable intervals and with
reasonable prior notice.


                                       73
<PAGE>   79
         7.09 Observe all Laws. Conform to and duly observe in all material
respects all laws, rules and regulations and all other valid requirements of any
regulatory authority with respect to the conduct of its business the
non-compliance with which might have a Material Adverse Effect.

         7.10 Covenants Extending to Subsidiaries. Cause each of the other
Subsidiaries to do with respect to itself, its business and its assets, each of
the things required of the Borrowers in Sections 7.02 through 7.09, inclusive.

         7.11 Officer's Knowledge of Default. Upon the Chairman, any Vice
Chairman, the President, any Vice President, the Treasurer or any Assistant
Treasurer of any Borrower, or any Director of Cirbo or any Geschaftsfuhrer of
Kemmer H obtaining knowledge of any Default or Event of Default hereunder or
under any other obligation of any Borrower or any other Subsidiary, cause such
officer or an Authorized Representative to promptly notify the Agent of the
nature thereof, the period of existence thereof, and what action the Borrowers
propose to take with respect thereto.

         7.12 Suits or Other Proceedings. Upon the Chairman, any Vice Chairman,
the President, any Vice President, the Treasurer or any Assistant Treasurer of
any Borrower obtaining knowledge of any litigation or other proceedings being
instituted against any Borrower or any other Subsidiary, or any attachment,
levy, execution or other process being instituted against any assets of any
Borrower or any other Subsidiary, in an aggregate amount greater than $2,000,000
not otherwise covered by insurance, promptly deliver to the Agent written notice
thereof stating the nature and status of such litigation, dispute, proceeding,
levy, execution or other process.

         7.13 Notice of Discharge of Hazardous Material or Environmental
Complaint. Promptly provide to the Agent true, accurate and complete copies of
any and all notices, complaints, orders, directives, claims, or citations
received by any Borrower or any other Subsidiary relating to any material (a)
violation or alleged violation by any Borrower or any other Subsidiary of any
applicable Environmental Laws or OSHA; (b) release or threatened release by any
Borrower or any other Subsidiary of any Hazardous Material, except where
occurring legally; or (c) liability or alleged liability of any Borrower or any
other Subsidiary for the costs of cleaning up, removing, remediating or
responding to a release of Hazardous Materials.

         7.14 Environmental Compliance. If any Borrower or any other Subsidiary
shall receive notice from any Governmental Authority that any Borrower or any
other Subsidiary has violated any applicable Environmental Laws, the Borrowers
shall promptly (and in any event within the time period permitted by the
applicable Governmental Authority) remove or remedy, or cause the applicable
Subsidiary to remove or remedy, such violation.


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<PAGE>   80
         7.15 Indemnification. Each Borrower hereby agrees to defend, indemnify
and hold the Agent and the Lenders, and their respective officers, directors,
employees and agents, harmless from and against any and all claims, losses,
liabilities, damages and expenses (including, without limitation, cleanup costs
and reasonable attorneys' fees) arising directly or indirectly from, out of or
by reason of the handling, storage, treatment, emission or disposal of any
Hazardous Material by or in respect of any Borrower or any other Subsidiary or
property owned or leased or operated by any Borrower or any other Subsidiary.
The provisions of this Section 7.15 shall survive repayment of the Obligations,
occurrence of the Revolving Credit Termination Date and Reserve Line Termination
Date, and expiration or termination of this Agreement.

         7.16 Further Assurances. At its cost and expense, upon request of the
Agent, duly execute and deliver or cause to be duly executed and delivered, to
the Agent such further instruments, documents, certificates, agreements,
financing and continuation statements, and do and cause to be done such further
acts that may be reasonably necessary or advisable in the reasonable opinion of
the Agent to carry out more effectively the provisions and purposes of this
Agreement and the other Loan Documents.

         7.17 Benefit Plans. Comply in all material respects with all
requirements of ERISA and any Foreign Benefit Law applicable to it and furnish
to the Agent as soon as possible and in any event (i) within thirty (30) days
after any Borrower knows or has reason to know that any reportable event or
other event under any Foreign Benefit Law with respect to any employee benefit
plan maintained by any Borrower or any other Subsidiary which could give rise to
termination or the imposition of any material tax or penalty has occurred,
written statement of an Authorized Representative describing in reasonable
detail such reportable event or such other event and any action which the
applicable Borrower or applicable Subsidiary proposes to take with respect
thereto, together with a copy of the notice of such reportable event given to
the Pension Benefit Guaranty Corporation or to any other applicable Person
exercising similar duties and functions under any Foreign Benefit Law or a
statement that said notice will be filed with the annual report of the United
States Department of Labor with respect to such plan if such filing has been
authorized, (ii) promptly after receipt thereof, a copy of any notice that any
Borrower or any other Subsidiary may receive from the Pension Benefit Guaranty
Corporation or from any other Person exercising similar duties and functions
under any Foreign Benefit Law relating to the intention of the Pension Benefit
Guaranty Corporation or any such Person to terminate any employee benefit plan
or plans of any Borrower or any other Subsidiary or to appoint a trustee to
administer any such plan, and (iii) within 10 days after a filing with the
Pension Benefit Guaranty Corporation pursuant to Section 412(n) of the Code or
with any Person pursuant to any Foreign Benefit Law of a notice of failure to
make a required installment or other payment with respect to a plan, a
certificate of an Authorized Representative 


                                       75
<PAGE>   81
setting forth details as to such failure and the action that the affected
Borrower or Subsidiary, as applicable, proposes to take with respect thereto,
together with a copy of such notice given to the Pension Benefit Guaranty
Corporation or to such Person.

         7.18 Continued Operations. Continue at all times (i) to conduct its
business and engage principally in the same or complementary line or lines of
business substantially as heretofore conducted (subject to the right to dispose
of assets in transactions permitted under Section 8.08 hereof), and (ii)
preserve, protect and maintain free from Liens (other than Liens permitted under
Section 8.07 hereof) its material patents, copyrights, licenses, trademarks,
trademark rights, trade names, trade name rights, trade secrets and know-how
necessary or useful in the conduct of its operations.

         7.19 Use of Proceeds. Use the proceeds of the Loans solely for the
purposes specified in Section 2.15 hereof.

         7.20 New Subsidiaries. (a) Simultaneously with the acquisition or
creation of any Subsidiary, or upon any previously existing Persons becoming a
Subsidiary, cause to be delivered to the Agent for the benefit of the Lenders
each of the following:

              (i) (A) if such Subsidiary is a Domestic Subsidiary, a
         guarantee agreement executed by such Domestic Subsidiary in the form
         delivered to the Agent on the Closing Date by the Guarantors which are
         Domestic Subsidiaries, with appropriate insertions of identifying
         information and such other changes to which the Agent may consent in
         its discretion; (B) if such Subsidiary is a Foreign Subsidiary, a
         guarantee executed by such Foreign Subsidiary in the form delivered to
         the Agent on the Closing Date by the Guarantors which are Foreign
         Subsidiaries, with appropriate insertions of identifying information
         and such other changes to which the Agent may consent in its
         discretion; and (C) if such Subsidiary is a Foreign Subsidiary owned in
         whole or in part directly by Greenfield or by any Domestic Subsidiary,
         a Pledge Agreement executed by Greenfield or such Domestic Subsidiary
         (as the case may be), pursuant to which Greenfield or such Domestic
         Subsidiary pledges to the Agent (for the benefit of itself and the
         Lenders) the lesser of (i) all of the issued and outstanding shares of
         capital stock of such Foreign Subsidiary owned by it or (ii) sixty-five
         percent (65%) of the total number of all issued and outstanding shares
         of capital stock of such Foreign Subsidiary, such Agreement to be in
         substantially the form of the Pledge Agreements delivered on the
         Closing Date, with appropriate changes and insertions to reflect the
         respective Subsidiaries and applicable law; and Greenfield or such
         Domestic Subsidiary shall also deliver to the Agent such other
         certificates and stock powers (executed in blank), effect such
         registrations, and take such other actions as the Agent may request to
         ensure the enforceability, 


                                       76
<PAGE>   82
         perfection and first priority of the Agent's Lien in such stock;

                  (ii) subject to subsection (b) hereof, an opinion of counsel
         to such Subsidiary dated as of the date of delivery of the guarantee
         agreement provided in the foregoing clause (i) and addressed to the
         Agent and the Lenders, in form and substance reasonably acceptable to
         the Agent (which opinion may include assumptions and qualifications of
         similar effect to those contained in the opinions of counsel delivered
         pursuant to Section 5.01 hereof), to the effect that:

                           (A) such Subsidiary is duly organized, validly
                  existing and in good standing in the jurisdiction of its
                  organization, has the requisite power and authority to own its
                  properties and conduct its business as then owned and then
                  proposed to be conducted and is duly qualified to transact
                  business and is in good standing as a foreign corporation in
                  each other jurisdiction in which the character of the
                  properties owned or leased, or the business carried on by it,
                  requires such qualification; and

                           (B) the execution, delivery and performance of the
                  guarantee agreement and Pledge Agreement described in clause
                  (i) of this Section 7.20 have been duly authorized by all
                  requisite corporate action (including any required shareholder
                  or partner approval), such agreements have been duly executed
                  and delivered and constitute valid and binding obligations of
                  the Subsidiary and the owner(s) of the issued and outstanding
                  capital stock of the Subsidiary, enforceable against the
                  Subsidiary and the owner(s) of the issued and outstanding
                  capital stock of the Subsidiary in accordance with their
                  terms, subject to the effect of any applicable bankruptcy,
                  moratorium, insolvency, reorganization or other similar law
                  affecting the enforceability of creditors' rights generally
                  and to the effect of general principles of equity which may
                  limit the availability of equitable remedies (whether in a
                  proceeding at law or in equity); and

                           (C) as to Foreign Subsidiaries only, such additional
                  opinions with respect to such matters as were furnished by
                  counsel to the Foreign Subsidiaries as of the Closing Date
                  (with such variations as shall be acceptable to the Agent);
                  and

                           (D) as to Foreign Subsidiaries described in Section
                  7.20(a)(i)(C) (and their stockholders), additional opinions
                  acceptable to the Agent confirming the perfection and
                  enforceability of the Agent's security interest in any stock
                  subject to a Pledge Agreement; and


                                       77
<PAGE>   83
                  (iii) current copies of the charter documents, including any
         bylaws of such Subsidiary, minutes of duly called and conducted
         meetings (or duly effected consent actions) of the Board of Directors,
         or appropriate committees thereof (and, if required by such charter
         documents, bylaws or by applicable laws, of the shareholders or
         partners) of such Subsidiary authorizing the actions and the execution
         and delivery of documents described in clause (i) of this Section 7.20
         and evidence satisfactory to the Agent (confirmation of the receipt of
         which will be provided by the Agent to the Lenders) that such
         Subsidiary is Solvent as of such date and after giving effect to the
         guaranty.

                  (b) Notwithstanding the provisions of subsection (a) of this
         Section 7.20, a Subsidiary shall not be required to comply with
         subsection (a)(ii) of this Section 7.20 (an "Exempt Subsidiary"), until
         the consolidated book value of assets owned by such Exempt Subsidiary
         and its Subsidiaries exceeds $25,000,000; provided, however, if at any
         time Greenfield shall have Exempt Subsidiaries who have not complied
         with subsection (a)(ii) and the aggregate of the consolidated book
         values of assets of such Exempt Subsidiaries (and their respective
         Subsidiaries) exceeds $50,000,000, the Borrowers shall immediately
         cause one or more of such Exempt Subsidiaries to comply fully with
         subsection (a)(ii) of this Section 7.20 in order that the aggregate of
         the consolidated book values of assets of all Exempt Subsidiaries (and
         their respective Subsidiaries) does not exceed $50,000,000.






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<PAGE>   84
                                  ARTICLE VIII

                               Negative Covenants

         Until the Obligations have been paid and satisfied in full and this
Agreement has been terminated in accordance with the terms hereof, unless the
Required Lenders shall otherwise consent in writing, each Borrower will not, nor
will it permit any other Subsidiary to:

         8.01 Consolidated Net Worth. Permit Consolidated Net Worth to be less
than (i) $285,000,000 at the Closing Date through December 30, 1996, and (ii) as
at December 31, 1996 and the last day of each succeeding fiscal quarter of
Greenfield and until (but excluding) the last day of the next following fiscal
quarter of Greenfield, the sum of (A) the amount of Consolidated Net Worth
required to be maintained pursuant to this Section 8.01 as at the end of the
immediately preceding fiscal quarter, plus (B) 100% of the proceeds (reduced
only by actual payments of reasonable, out of pocket issuance expenses) of each
sale of equity interests (or securities other than those constituting
Indebtedness exchangeable, convertible or exercisable into equity interests) in
any Borrower or any Subsidiary, plus (C) 50% of Consolidated Net Income greater
than -0- during the immediately preceding fiscal quarter of Greenfield ending on
such day (including in Consolidated Net Income for purposes of this Section 8.01
only any net gain or credit of an extraordinary nature).

         8.02 Indebtedness for Money Borrowed to Total Capitalization. Permit as
at the last day of any fiscal quarter of Greenfield, the ratio of (i)
Consolidated Indebtedness for Money Borrowed to (ii) Consolidated Total
Capitalization to be greater than 0.65 to 1.00.

         8.03 Consolidated Fixed Charge Ratio.  Permit at any time the
Consolidated Fixed Charge Ratio to be less than 2.50 to 1.00.

         8.04 Capital Expenditures. Make or become committed to make in any
Fiscal Year, commencing with the Fiscal Year 1996, any Capital Expenditure
(other than the costs of Permitted Acquisitions effected in accordance with
Section 8.09(ii) hereof) if, after giving effect to such Capital Expenditure,
the sum (without duplication) of all Capital Expenditures in such Fiscal Year
(other than the costs of Permitted Acquisitions effected in accordance with
Section 8.09(ii) hereof) exceeds $50,000,000 (provided that amounts not expended
in any Fiscal Year may not be carried forward for expenditure in any later
Fiscal Year);

         8.05 Indebtedness for Money Borrowed to EBITDA. Permit as at the last
day of any Four-Quarter Period of Greenfield (each, a "Determination Date"), the
ratio of (i) Consolidated Indebtedness for Money Borrowed as of the
Determination Date to (ii) Consolidated EBITDA for such Four-Quarter Period of
Greenfield to be greater than 3.50 to 1.00.


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<PAGE>   85
         8.06  Indebtedness.  Incur, create, assume or permit to exist
any Indebtedness of any Subsidiary (other than Cirbo or Kemmer H),
howsoever evidenced, except

                  (i)   Indebtedness existing as of the date hereof and as set
         forth in Schedule 8.06 attached hereto and incorporated herein by
         reference;

                  (ii)  Indebtedness owed the Agent or the Lenders in connection
         with this Agreement or any Swap Agreement;

                  (iii) the endorsement of negotiable instruments for deposit or
         collection or similar transactions in the ordinary course of business;
         and

                  (iv)  Indebtedness, in addition to that described in Section
         8.06 (i) through (iii), of an aggregate outstanding amount not to
         exceed fifteen percent (15%) of Consolidated Total Capitalization from
         time to time.

         8.07 Liens. Incur, create or permit to exist any pledge, Lien, charge
or other encumbrance of any nature whatsoever with respect to any property or
assets (including without limitation any common stock or preferred stock) now
owned or hereafter acquired by any Borrower or any other Subsidiary, other than

                  (i)   Liens existing as of the date hereof and as set forth in
         Schedule 6.01(g) attached hereto;

                (ii)    Liens imposed by law for taxes, assessments or charges  
         of any Governmental Authority for claims not yet due or which are
         being contested in good faith by appropriate proceedings diligently
         pursued and with respect to which adequate reserves or other
         appropriate provisions are being maintained in accordance with
         Generally Accepted Accounting Principles;

                  (iii) Liens in respect of purchase money indebtedness in
         connection with the acquisition of tangible property permitted to be
         incurred pursuant to Section 8.06(iv) hereof; provided that (a) the
         original principal balance of the indebtedness secured by such Lien
         constitutes not less than 75% of the purchase price of the property
         acquired and (b) such Lien extends only to the property acquired with
         the proceeds of the indebtedness so secured;

                  (iv)  statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics, materialmen and other Liens imposed by law or
         created in the ordinary course of business and in existence less than
         120 days from the date of creation thereof for amounts not yet due or
         which are being contested in good faith by appropriate proceedings and
         with respect to which adequate reserves or other appropriate provisions
         are being 


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<PAGE>   86
         maintained in accordance with Generally Accepted Accounting Principles;

                  (v)   Liens incurred or deposits made in the ordinary course
         of business (including, without limitation, surety bonds and appeal
         bonds) in connection with workers' compensation, unemployment
         insurance and other types of social security benefits or to secure
         the performance of tenders, bids, leases, contracts (other than for
         the repayment of Indebtedness), statutory obligations and other
         similar obligations or arising as a result of progress payments under
         government contracts;

                  (vi)  easements (including, without limitation, reciprocal
         easement agreements and utility agreements), rights-of-way, covenants,
         consents, reservations, encroachments, variations and zoning and other
         restrictions, charges or encumbrances (whether or not recorded), which
         do not interfere materially with the ordinary conduct of the business
         of any Borrower or any other Subsidiary and which do not materially
         detract from the value of the property to which they attach or
         materially impair the use thereof to any Borrower or any other
         Subsidiary; and

                  (vii) Liens on property having a fair market value not
         exceeding fifteen percent (15%) of Consolidated Net Worth.

         8.08 Transfer of Assets. Except as otherwise permitted under Sections
8.09 and 8.10 hereof, sell, lease, transfer or otherwise dispose of (i) any
equity interest in any Guarantor, or (ii) any other asset of any Borrower or any
Subsidiary which has a book value or sales price in excess of $5,000,000.

         8.09 Investments; Acquisitions. Purchase, own, invest in or otherwise
acquire, directly or indirectly, any stock or other securities or all or
substantially all of the assets, or make or permit to exist any interest
whatsoever in any other Person or permit to exist any loans or advances to any
Person; provided, the Borrowers and the other Subsidiaries may maintain
investments or invest in or acquire

                  (i)   Eligible Securities;

                  (ii)  all or substantially all of the stock or other equity
         interests, or all or substantially all of the assets of another Person
         (or a line of business or division of such other Person) constituting a
         Permitted Acquisition provided that: (A) if the Cost of Acquisition
         exceeds $15,000,000, not less than fifteen (15) days prior to any such
         acquisition an Authorized Representative shall deliver to the Agent and
         the Lenders financial statements prepared on a Pro Forma Basis and the
         certificate described in the definition of "Permitted Acquisition" in
         Section 1.01 hereof demonstrating such acquisition is a Permitted
         Acquisition and (B) if a new 


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<PAGE>   87
         subsidiary is acquired or created in connection therewith, the
         Borrowers and such Subsidiary shall comply with the provisions of
         Section 7.20 hereof;

                (iii) investments existing as of the date hereof and as set
         forth in Schedule 6.01(d) attached hereto;

                 (iv) accounts receivable arising and trade credit granted in
         the ordinary course of business and any securities received in
         satisfaction or partial satisfaction thereof in connection with
         accounts of financially troubled Persons to the extent reasonably
         necessary in order to prevent or limit loss; and

                  (v) loans and advances to and investments in Domestic
         Subsidiaries that are Guarantors; and Cirbo, Kemmer H or any Foreign
         Subsidiary that is a Guarantor may maintain investments or invest in or
         acquire loans and investments in other Foreign Subsidiaries that are
         Guarantors; and

                 (vi) loans and advances to and investments in Persons other
         than Guarantors in an aggregate outstanding amount not exceeding at any
         time $5,000,000.

         8.10 Merger or Consolidation. Other than as permitted under Section
8.09(ii) hereof (provided that each Borrower shall survive any such transaction)
(a) Consolidate with or merge into any other Person, or (b) permit any other
Person to merge into it, or (c) liquidate, wind-up or dissolve or sell, transfer
or lease or otherwise dispose of all or a substantial part of its assets (other
than sales in the ordinary course of business); provided, however, (i) any
Subsidiary (other than Cirbo or Kemmer H) of Greenfield may merge or transfer
all or substantially all of its assets into or consolidate with any directly or
indirectly wholly-owned Domestic Subsidiary of Greenfield, (ii) any Foreign
Subsidiary (other than Cirbo or Kemmer H) of Greenfield may merge or transfer
all or substantially all of its assets into or consolidate with any directly or
indirectly wholly-owned Foreign Subsidiary of Greenfield, and (iii) any Person
(other than Greenfield or a Subsidiary) may merge with Greenfield or any
Subsidiary if Greenfield or such Subsidiary shall be the survivor thereof and
such merger shall not cause, create or result in the occurrence of any Default
or Event of Default hereunder; provided further that, the foregoing
notwithstanding, (A) no Guarantor may merge or transfer assets into or
consolidate with any Subsidiary that is not then a Guarantor (other than a
Borrower); and (B) if any Foreign Subsidiary merges or consolidates with a
Domestic Subsidiary that is a Guarantor, the Domestic Subsidiary shall be the
survivor of such merger or consolidation; and provided further that if a
Guarantor (the "Transferor") merges or transfers all of its assets into or
consolidates with any Guarantor or Borrower (the "Transferee") and the
Transferee is the survivor of such merger or consolidation and the recipient of
all such assets, then the Guaranty of the Transferor may be terminated, without
the consent of the Required Lenders, so long as the Transferee's Guaranty (or


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<PAGE>   88
the Transferee's Obligations as a Borrower) remain in full force and effect
after the consummation of such merger, transfer or consolidation.

         8.11 Transactions with Affiliates. Other than transactions permitted
under Sections 8.08, 8.09 and 8.10 hereof, enter into any transaction after the
date hereof, including, without limitation, the purchase, sale, leasing or
exchange of property, real or personal, or the rendering of any service, with
any Affiliate of any Borrower, except (a) that such Persons may render services
to the Borrowers or the other Subsidiaries for compensation at the same rates
generally paid by Persons engaged in the same or similar businesses for the same
or similar services and (b) in the ordinary course of and pursuant to the
reasonable requirements of any Borrower's (or any other Subsidiary's) business
consistent with past practice of the Borrowers and the other Subsidiaries and
upon fair and reasonable terms no less favorable to any Borrower (or any such
Subsidiary) than would be obtained in a comparable arm's-length transaction with
a Person not an Affiliate.

         8.12 Benefit Plans. With respect to all employee pension benefit plans
maintained by any Borrower or any other Subsidiary:

                  (i) terminate any of such employee pension benefit plans so as
         to incur any liability to the Pension Benefit Guaranty Corporation
         established pursuant to ERISA or to any other Person exercising similar
         duties and functions under any Foreign Benefit Law, except for any such
         liability not exceeding $10,000,000 in the aggregate;

                 (ii) allow or suffer to exist any prohibited transaction
         involving any of such employee pension benefit plans or any trust
         created thereunder which would subject any Borrower or any other
         Subsidiary to a tax or penalty or other liability (a) on prohibited
         transactions imposed under Internal Revenue Code Section 4975 or ERISA
         or (b) under any Foreign Benefit Law;

                (iii) fail to pay to any such employee pension benefit plan
         any contribution which it is obligated to pay under the terms of such
         plan;

                 (iv) except as set forth in Schedule 6.01(p), allow or suffer
         to exist any accumulated funding deficiency in violation of ERISA or
         any Foreign Benefit Law with respect to any such employee pension
         benefit plan;

                  (v) allow or suffer to exist any occurrence of a reportable
         event or any other event or condition, which presents a material risk
         of termination by the Pension Benefit Guaranty Corporation, or to any
         other Person exercising similar duties and functions under any Foreign
         Benefit Law, of any such employee pension benefit plan that is a Single
         Employer Plan, which termination could result in any liability 


                                       83
<PAGE>   89
         (a) to the Pension Benefit Guaranty Corporation or (b) under any
         Foreign Benefit Law;

                  (vi) incur any material withdrawal liability with respect to
         any Multi-employer Plan; or

                 (vii) allow, suffer to exist, or seek to cause any trustee to
         be appointed under Title IV of ERISA (or fail within a reasonable
         period to contest any proceedings to appoint a trustee) to administer
         or to terminate, any Single Employer Plan, which appointment or
         proceedings is, in the reasonable opinion of the Required Lenders,
         likely to result in the termination of such Single Employer Plan for
         purposes of Title IV of ERISA.

         8.13 Fiscal Year. Change its Fiscal Year.

         8.14 Dissolution, etc. Wind up, liquidate or dissolve (voluntarily or
involuntarily) or commence or suffer any proceedings seeking any such winding
up, liquidation or dissolution, except in connection with the merger or
consolidation of Subsidiaries into each other or into Greenfield permitted
pursuant to Section 8.10, and except for the dissolution of Rule Corporation.

         8.15 Rate Hedging Obligations. Incur any Rate Hedging Obligations or
enter into any agreements, arrangements, devices or instruments relating to Rate
Hedging Obligations, except in regard to Indebtedness evidenced by the Notes,
the aggregate notional amount of such outstanding Rate Hedging Obligations in no
event to exceed a notional amount of $100,000,000 in the aggregate.




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<PAGE>   90
                                   ARTICLE IX

                       Events of Default and Acceleration

         9.01 Events of Default. If any one or more of the following events
(herein called "Events of Default") shall occur for any reason whatsoever (and
whether such occurrence shall be voluntary or involuntary or come about or be
effected by operation of law or pursuant to or in compliance with any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body), that is to say:

                  (a) if default shall be made in the due and punctual payment
         of the principal of any Loan or Reimbursement Obligation, when and as
         the same shall be due and payable whether pursuant to any provision of
         Article II or Article III hereof, at maturity, by acceleration or
         otherwise; or

                  (b) if default shall be made in the due and punctual payment
         of any amount of interest on any Loan or of any fees or other amounts
         payable to the Lenders, the Agent or NationsBank under the Loan
         Documents on the date on which the same shall be due and payable; or

                  (c) if default shall be made in the performance or observance
         of any covenant set forth in Sections 7.06, 7.07(a), 7.11 (other than a
         default in the performance of Section 7.11 by the Chairman or Vice
         Chairman of Greenfield), 7.19 or Article VIII hereof;

                  (d) if a default shall be made in the performance or
         observance of, or shall occur under, any covenant, agreement or
         provision contained in this Agreement or the Notes (other than as
         described in clauses (a), (b) or (c) above) and such default shall
         continue for 30 or more days after the earlier of receipt of notice of
         such default by the Authorized Representative from the Agent or any
         Borrower becomes aware of such default, or if a default shall be made
         in the performance or observance of, or shall occur under, any
         covenant, agreement or provision contained in any of the other Loan
         Documents (beyond any applicable grace period, if any, contained
         therein) or in any instrument or document evidencing or creating any
         obligation, guaranty, or Lien in favor of the Agent or the Lenders or
         delivered to the Agent or the Lenders in connection with or pursuant to
         this Agreement or any of the Obligations, or if any Loan Document
         ceases to be in full force and effect (other than by reason of any
         action by the Agent), or if without the written consent of the Agent,
         this Agreement or any other Loan Document shall be disaffirmed or shall
         terminate, be terminable or be terminated or become void or
         unenforceable for any reason whatsoever (other than in accordance with
         its terms in the absence of default or by reason of any action by the
         Agent or any Lender); or


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<PAGE>   91
                  (e) if a default shall occur, which is not waived, (i) in the
         payment of any principal, interest, premium or other amounts with
         respect to any Indebtedness (other than the Loans) of any Borrower or
         of any other Subsidiary in an amount not less than $1,000,000 in the
         aggregate outstanding, or (ii) in the performance, observance or
         fulfillment of any term or covenant contained in any agreement or
         instrument under or pursuant to which any such Indebtedness may have
         been issued, created, assumed, guaranteed or secured by any Borrower or
         any other Subsidiary, and (A) such term or covenant is material and
         such default shall continue for more than the period of grace, if any,
         therein specified, or (B) such default shall permit the holder of any
         such Indebtedness to accelerate the maturity thereof; or

                  (f) if any representation, warranty or other statement of fact
         contained herein or any other Loan Document or in any writing,
         certificate, report or statement at any time furnished to the Agent or
         any Lender by or on behalf of any Borrower or any Guarantor pursuant to
         or in connection with this Agreement or the other Loan Documents, or
         otherwise, shall be false or misleading in any material respect when
         given or made or deemed given or made; or

                  (g) if any Borrower or any other Subsidiary shall be unable to
         pay its debts generally as they become due; file a petition to take
         advantage of any insolvency, reorganization, bankruptcy, receivership
         or similar law, domestic or foreign; make an assignment for the benefit
         of its creditors; commence a proceeding for the appointment of a
         receiver, trustee, liquidator or conservator of itself or of the whole
         or any substantial part of its property; file a petition or answer
         seeking reorganization or arrangement or similar relief under the
         federal bankruptcy laws or any other applicable law or statute,
         federal, state or foreign; or

                  (h) if a court of competent jurisdiction shall enter an order,
         judgment or decree appointing a custodian, receiver, trustee,
         liquidator or conservator of any Borrower or any other Subsidiary or of
         the whole or any substantial part of its properties and such order,
         judgment or decree continues unstayed and in effect for a period of
         sixty (60) days, or approve a petition filed against any Borrower or
         any other Subsidiary seeking reorganization or arrangement or similar
         relief under the federal bankruptcy laws or any other applicable law or
         statute of the United States of America or any state or foreign
         country, province or other political subdivision, which petition is not
         dismissed within sixty (60) days; or if, under the provisions of any
         other law for the relief or aid of debtors, a court of competent
         jurisdiction shall assume custody or control of any Borrower or any
         other Subsidiary or of the whole or any substantial part of its
         properties, which control is not relinquished within sixty (60) days;
         or if there is commenced against any Borrower or 


                                       86
<PAGE>   92
         any other Subsidiary any proceeding or petition seeking reorganization,
         arrangement or similar relief under the federal bankruptcy laws or any
         other applicable law or statute of the United States of America or any
         state or foreign country, province or other political subdivision which
         proceeding or petition remains undismissed for a period of sixty (60)
         days; or if any Borrower or any other Subsidiary takes any action to
         indicate its consent to or approval of any such proceeding or petition;
         or

                  (i) if (i) any judgment where the amount not covered by
         insurance (or the amount as to which the insurer denies liability) is
         in excess of $1,000,000 is rendered against any Borrower or any other
         Subsidiary, or (ii) there is any attachment, injunction or execution
         against any of a Borrower's or any other Subsidiary's properties for
         any amount in excess of $1,000,000; and such judgment, attachment,
         injunction or execution remains unpaid, unstayed, undischarged,
         unbonded or undismissed for a period of sixty (60) days; or

                  (j) if any Borrower or any other Subsidiary shall, other than
         as permitted under Section 8.10 hereof or in the ordinary course of
         business (as determined by past practices), suspend (other than for a
         period not to exceed twenty (20) days by reason of force majeure) all
         or any part of its operations material to the conduct of the business
         of any Borrower or such Subsidiary, taken as a whole; or if any
         Borrower or any other Subsidiary shall change the basic nature of its
         business;

                  (k) if any Borrower or any other Subsidiary shall breach any
         of the terms or conditions of any agreement under which any Rate
         Hedging Obligation permitted pursuant to Section 8.15 is created and
         such breach shall continue beyond any grace period, if any, relating
         thereto pursuant to the terms of such Obligation, or any Borrower or
         any other Subsidiary shall disaffirm or seek to disaffirm any such
         agreement or any of its Obligations thereunder; or

                  (l) if any Person or group of Persons other than the owners,
         if any, of more than 30% of the outstanding voting securities of
         Greenfield as of the Closing Date having voting rights in the election
         of directors, shall own or control, directly or indirectly, more than
         30% of the outstanding securities (on a fully diluted basis and taking
         into account any voting securities or contract rights exercisable,
         exchangeable or convertible into equity securities) of Greenfield
         having voting rights in the election of directors;

then, and in any such event and at any time thereafter, if such Event of Default
or any other Event of Default shall have not been waived,


                                       87
<PAGE>   93
                           (A) either or both of the following actions may be
                  taken: (i) the Agent may, and at the direction of the Required
                  Lenders shall, declare any obligation of the Lenders to make
                  further Loans or issue Letters of Credit terminated, whereupon
                  the obligation of each Lender to make further Loans or issue
                  Letters of Credit, hereunder shall terminate immediately, and
                  (ii) the Agent shall at the direction of the Required Lenders,
                  at their option, declare by notice to the Borrowers any or all
                  of the Obligations to be immediately due and payable, and the
                  same, including all interest accrued thereon and all other
                  obligations of the Borrowers to the Agent and the Lenders,
                  shall forthwith become immediately due and payable without
                  presentment, demand, protest, notice or other formality of any
                  kind, all of which are hereby expressly waived, anything
                  contained herein or in any instrument evidencing the
                  Obligations to the contrary notwithstanding; provided,
                  however, that notwithstanding the above, if there shall occur
                  an Event of Default under clause (g) or (h) above, then the
                  obligation of the Lenders to lend and issue Letters of Credit
                  hereunder shall automatically terminate and any and all of the
                  Obligations shall be immediately due and payable without the
                  necessity of any action by the Agent or the Required Lenders
                  or notice to the Agent or the Lenders;

                           (B) The Borrowers shall, upon demand of the Agent or
                  the Required Lenders, deposit cash (in the Applicable Currency
                  of each respective Letter of Credit) with the Agent in
                  accordance with the LC Account Agreements in an amount equal
                  to the amount of any Letters of Credit remaining undrawn or
                  unpaid, as collateral security for the repayment of any future
                  drawings or payments under such Letters of Credit and the
                  Borrowers shall forthwith deposit and pay such amounts and
                  such amounts shall be held by the Agent pursuant to the terms
                  of the applicable Application and Agreement for Letter of
                  Credit;

                           (C) the Agent and the Lenders shall have all of the
                  rights and remedies available under the Loan Documents or
                  under any applicable law.

         9.02 Agent to Act. In case any one or more Events of Default shall
occur and not have been waived, the Agent may, and at the direction of the
Required Lenders shall, proceed to protect and enforce their rights or remedies
either by suit in equity or by action at law, or both, whether for the specific
performance of any covenant, agreement or other provision contained herein or in
any other Loan Document, or to enforce the payment of the Obligations or any
other legal or equitable right or remedy.

         9.03 Cumulative Rights. No right or remedy herein conferred upon the
Lenders or the Agent is intended to be exclusive of any other rights or remedies
contained herein or in any other Loan 


                                       88
<PAGE>   94
Document, and every such right or remedy shall be cumulative and shall be in
addition to every other such right or remedy contained herein and therein or now
or hereafter existing at law or in equity or by statute, or otherwise.

         9.04 No Waiver. No course of dealing between any Borrower and any
Lender or the Agent or any failure or delay on the part of any Lender or the
Agent in exercising any rights or remedies under any Loan Document or otherwise
available to it shall operate as a waiver of any rights or remedies and no
single or partial exercise of any rights or remedies shall operate as a waiver
or preclude the exercise of any other rights or remedies hereunder or of the
same right or remedy on a future occasion.

         9.05 Default. The Agent and the Lenders shall have no right to
accelerate any of the Loans upon, or to institute any action or proceeding
before any court to realize upon collateral as a result of, the occurrence of
any Default which shall not also constitute an Event of Default; provided,
however, nothing contained in this sentence shall in any respect impair or
adversely affect the right, power and authority of the Agent and the Lenders (i)
to take any action expressly required or permitted to be taken under the Loan
Documents upon the occurrence of any Default (and including any action or
proceeding which the Agent may determine to be necessary or appropriate in
furtherance of any such expressly authorized action) and (ii) to take any action
provided under the Loan Documents or otherwise available by statute, at law or
in equity upon the occurrence of any Default.

         9.06 Allocation of Proceeds. If an Event of Default has occurred and
not been waived, and the maturity of the Notes has been accelerated pursuant to
Article IX hereof, all payments received by the Agent hereunder, in respect of
any principal of or interest on the Obligations or any other amounts payable by
any Borrower hereunder shall be applied by the Agent in the following order:

              (i) amounts due to NationsBank and the Lenders pursuant to
Sections 2.12, 2.16, 3.02(f), 3.03, 7.15, 11.05 and 11.11 hereof;

             (ii) amounts due to (A) NationsBank pursuant to Section 3.04
hereof, and (B) to NationsBank and/or the Agent pursuant to Section 2.18 hereof;

            (iii) payments of interest on Loans, to be applied for the
ratable benefit of the Lenders;

             (iv) payments of principal on Loans, to be applied for the
ratable benefit of the Lenders;

              (v) payment of cash amounts to the Agent in respect of
Outstanding Letters of Credit pursuant to Section 9.01(B) hereof;


                                       89
<PAGE>   95
                  (vi)   payment of Obligations owed a Lender or Lenders
pursuant to Swap Agreements on a pro rata basis according to amounts owed;

                  (vii)  payments of all other amounts due under this Agreement,
if any, to be applied for the ratable benefit of the Lenders; and

                  (viii) any surplus remaining after application as provided for
herein, to the respective Borrower or otherwise as may be required by applicable
law.







                                       90
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                                    ARTICLE X

                                    The Agent

         10.01 Appointment. Each Lender (including NationsBank in its capacity
as maker of Swing Line Loans and as issuer of the Letters of Credit) hereby
irrevocably designates and appoints NationsBank as the Agent of the Lenders
under this Agreement, and each of the Lenders hereby irrevocably authorizes
NationsBank as the Agent for such Lender, to take such action on its behalf
under the provisions of this Agreement and the other Loan Documents and to
exercise such powers as are expressly delegated to the Agent by the terms of
this Agreement, together with such other powers as are reasonably incidental
thereto. The Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any of the
Lenders, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or otherwise exist
against the Agent.

         10.02 Attorneys-in-fact. The Agent may execute any of its duties under
this Agreement by or through agents or attorneys-in-fact and shall be entitled
to advice of counsel concerning all matters pertaining to such duties. The Agent
shall not be responsible to the Lenders for the negligence, gross negligence or
willful misconduct of any agents or attorneys-in-fact selected by it with
reasonable care.

         10.03 Limitation on Liability. Neither the Agent nor any of its
officers, directors, employees, agents or attorneys-in-fact shall be liable to
the Lenders for any action lawfully taken or omitted to be taken by it or them
under or in connection with this Agreement except for its or their own gross
negligence or willful misconduct. Neither the Agent nor any of its affiliates
shall be responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by any Borrower or any other
Subsidiary, or any officer or representative thereof contained in this Agreement
or in any of the other Loan Documents, or in any certificate, report, statement
or other document referred to or provided for in or received by the Agent under
or in connection with this Agreement, or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any of the other
Loan Documents, or for any failure of any Borrower to perform its obligations
thereunder, or for any recitals, statements, representations or warranties made,
or for the value, validity, effectiveness, genuineness, enforceability or
sufficiency of any collateral. The Agent shall not be under any obligation to
any of the Lenders to ascertain or to inquire as to the observance or
performance of any of the terms, covenants or conditions of this Agreement or
any of the other Loan Documents on the part of any Borrower or to inspect the
properties, books or records of the Borrowers or the other Subsidiaries.


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<PAGE>   97
         10.04 Reliance. The Agent shall be entitled to rely, and shall be fully
protected in relying, upon any Note, writing, resolution, notice, consent
certificate, affidavit, letter, cablegram, telegram, telecopy or telex message,
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to any Borrower), independent accountants and other experts
selected by the Agent. The Agent may deem and treat the payee of any Note as the
owner thereof for all purposes unless an Assignment shall have been filed with
and accepted by the Agent. The Agent shall be fully justified in failing or
refusing to take any action under this Agreement unless it shall first receive
advice or concurrence of the Lenders or the Required Lenders as provided in this
Agreement or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Agent shall in all cases be
fully protected in acting, or in refraining from acting, under this Agreement in
accordance with a request of the Required Lenders, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and all present and future holders of the Notes.

         10.05 Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Agent has received notice from a Lender, the Authorized
Representative or a Borrower referring to this Agreement, describing such
Default or Event of Default and stating that such notice is a "notice of
default". In the event that the Agent receives such a notice, the Agent shall
promptly give notice thereof to the Lenders. The Agent shall take such action
with respect to such Default or Event of Default as shall be reasonably directed
by the Required Lenders; provided that, unless and until the Agent shall have
received such directions, the Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Event of
Default as it shall deem advisable in the best interests of the Lenders.

         10.06 No Representations. Each Lender expressly acknowledges that
neither the Agent nor any of its affiliates has made any representations or
warranties to it and that no act by the Agent hereafter taken, including any
review of the affairs of any Borrower or any other Subsidiary, shall be deemed
to constitute any representation or warranty by the Agent to any Lender. Each
Lender represents to the Agent that it has, independently and without reliance
upon the Agent or any other Lender, and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation into
the financial condition, creditworthiness, affairs, status and nature of the
Borrowers and the other Subsidiaries and made its own decision to enter into
this Agreement. Each Lender also represents that it will, independently and
without reliance upon the Agent or any other Lender, and based on such documents
and information as it shall deem appropriate at 


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<PAGE>   98
the time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and to make such investigation
as it deems necessary to inform itself as to the status and affairs, financial
or otherwise, of the Borrowers and the other Subsidiaries. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
the Agent hereunder, the Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the affairs,
financial condition or business of any Borrower or any other Subsidiary which
may come into the possession of the Agent or any of its affiliates.

         10.07 Indemnification. The Lenders agree to indemnify the Agent in its
capacity as such (to the extent not reimbursed by the Borrowers and without
limiting any obligations of any Borrower or any other Subsidiary so to do),
including its employees, directors, officers and agents, ratably according to
the respective principal amount of the Notes held by them (or, if no Notes are
outstanding, ratably in accordance with their respective Applicable Commitment
Percentages as then in effect) from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may at any time
(including without limitation at any time following the payment of the Notes) be
imposed on, incurred by or asserted against the Agent, including its employees,
directors, officers and agents, in any way relating to or arising out of this
Agreement or any other document contemplated by or referred to herein or the
transactions contemplated hereby or any action taken or omitted by the Agent
under or in connection with any of the foregoing; provided that no Lender shall
be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the Agent's gross negligence or willful misconduct.
The agreements in this subsection shall survive the payment of the Obligations
and the termination of this Agreement.

         10.08 Lender. The Agent and its affiliates may make loans to, accept
deposits from and generally engage in any kind of business with the Borrowers
and the other Subsidiaries as though it were not the Agent hereunder. With
respect to its Loans made or renewed by it and any Note issued to it, the Agent
shall have the same rights and powers under this Agreement as any Lender and may
exercise the same as though it were not the Agent, and the terms "Lender" and
"Lenders" shall, unless the context otherwise indicates, include the Agent in
its individual capacity.

         10.09 Resignation. If the Agent shall resign as Agent under this
Agreement, then the Required Lenders may appoint, with the consent, so long as
there shall not have occurred and be continuing a Default or Event of Default,
of the Borrowers, which consent shall not be unreasonably withheld, a successor
Agent for the Lenders, which successor Agent shall be a commercial bank
organized under the laws of the United States or any state thereof, having a


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combined surplus and capital of not less than $500,000,000, whereupon such
successor Agent shall succeed to the rights, powers and duties of the former
Agent and the obligations of the former Agent shall be terminated and canceled,
without any other or further act or deed on the part of such former Agent or any
of the parties to this Agreement; provided, however, that the former Agent's
resignation shall not become effective until such successor Agent has been
appointed and has succeeded of record to all right, title and interest in any
collateral held by the Agent; provided, further, that if the Required Lenders
and, if applicable, the Borrowers cannot agree as to a successor Agent within
ninety (90) days after such resignation, the Agent shall appoint a successor
Agent which satisfies the criteria set forth above in this Section 10.09 for a
successor Agent and the parties hereto agree to execute whatever documents are
necessary to effect such action under this Agreement or any other document
executed pursuant to this Agreement; provided, however that in such event all
provisions of this Agreement and the Loan Documents, shall remain in full force
and effect. After any retiring Agent's resignation hereunder as Agent, the
provisions of this Article X shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Agent under this Agreement.

         10.10 Sharing of Payments, etc. Each Lender agrees that if it shall,
through the exercise of a right of banker's lien, set-off, counterclaim or
otherwise, obtain payment with respect to its Obligations (other than pursuant
to Article IV) which results in its receiving more than its pro rata share of
the aggregate payments with respect to all of the Obligations (other than any
payment pursuant to Article IV), then (A) such Lender shall be deemed to have
simultaneously purchased from the other Lenders a share in their Obligations so
that the amount of the Obligations held by each of the Lenders shall be pro rata
and (B) such other adjustments shall be made from time to time as shall be
equitable to insure that the Lenders share such payments ratably; provided,
however, that for purposes of this Section 10.10 the term "pro rata" shall be
determined with respect to both the Revolving Credit Commitment and Reserve Line
Commitment of each Lender and to the Total Revolving Credit Commitment and Total
Reserve Line Commitment after subtraction in each case of amounts, if any, by
which any such Lender has not funded its share of the outstanding Revolving
Credit Loans, Reserve Line Loans and Reimbursement Obligations, as the case may
be. If all or any portion of any such excess payment is thereafter recovered
from the Lender which received the same, the purchase provided in this Section
10.10 shall be rescinded to the extent of such recovery, without interest. The
Borrowers expressly consent to the foregoing arrangements and agree that each
Lender so purchasing a portion of the other Lenders' Obligations may exercise
all rights of payment (including, without limitation, all rights of set-off,
banker's lien or counterclaim) with respect to such portion as fully as if such
Lender were the direct holder of such portion.


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<PAGE>   100
         10.11 One Lender. Notwithstanding anything to the contrary contained
herein or in any of the Loan Documents, if at any time NationsBank shall be the
sole Lender, all references to and rights, powers and privileges exercisable by
the "Agent" shall be deemed to refer to NationsBank.








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<PAGE>   101
                                   ARTICLE XI

                                  Miscellaneous

         11.01 Assignments and Participations.

         (a) At any time after the Effective Date each Lender may, with the
prior consent of the Agent and the Borrowers, which consents shall not be
unreasonably withheld (it being understood that consent may be withheld by the
Borrowers if such assignment would subject the Borrowers to the payment of any
additional amounts pursuant to the provisions of Section 4.06 hereof), assign to
one or more banks or financial institutions all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a
portion of any Note payable to its order); provided, that (i) each such
assignment shall be of a constant, and not a varying, percentage of all of the
assigning Lender's rights and obligations (including Loans and Participations)
under this Agreement, (ii) for each assignment involving the issuance and
transfer of a Note, the assigning Lender shall execute an Assignment and
Acceptance and the Borrowers hereby consent to execute a replacement Note or
Notes to give effect to the assignment, (iii) the minimum Revolving Credit
Commitment which shall be assigned is $5,000,000 (together with which the
assigning Lender's applicable portion of Participations and the Letter of Credit
Commitment and Reserve Line Commitment shall also be assigned), (iv) such
assignee shall have an office located in the United States, (v) an assignment
(other than an assignment of 100% of its interest) by NationsBank shall not
include any portion of the Swing Line or obligation to issue Letters of Credit,
(vi) except with the prior written approval of the Borrowers, there shall not be
more than ten (10) Lenders at any one time, (vii) at the time of such
assignment, such assignee shall be able to make Loans in Dollars and each
Offshore Currency, and (viii) such Assignee shall have complied with Sections
4.06(b), (c) and (d) hereof. Upon such execution, delivery, approval and
acceptance, from and after the effective date specified in each Assignment and
Acceptance, (x) the assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder or under such Note have been
assigned or negotiated to it pursuant to such Assignment and Acceptance have the
rights and obligations of a Lender hereunder and a holder of such Notes and (y)
the assignor thereunder shall, to the extent that rights and obligations
hereunder or under such Notes have been assigned or negotiated by it pursuant to
such Assignment and Acceptance, relinquish its rights and be released from that
portion of its obligations under this Agreement applicable to the rights so
assigned; provided that such assignor shall not be released from liability to
the Borrowers for any acts or omissions of such assignor prior to such
assignment. Any Lender who makes an assignment shall pay to the Agent a one-time
administrative fee of $2,500.00 which fee shall not be reimbursed by the
Borrowers. No assignee shall have the right to further assign its rights and
obligations pursuant to this Section 11.01, except that NationsBank or any other
Lender may assign all or part of its rights hereunder, without the consent of
any other Person, to any Federal Reserve Bank.


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<PAGE>   102
         (b) By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) the assignment made
under such Assignment and Acceptance is made under such Assignment and
Acceptance without recourse; (ii) such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to the financial
condition of any Borrower or any other Subsidiary or the performance or
observance by any Borrower or any other Subsidiary of any of its obligations
under any Loan Document or any other instrument or document furnished pursuant
hereto; (iii) such assignee confirms that it has received a copy of this
Agreement, together with copies of the financial statements delivered pursuant
to Section 6.01(f) or Section 7.01, as the case may be, and such other Loan
Documents and other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into such Assignment and
Acceptance; (iv) such assignee will, independently and without reliance upon the
Agent, such assigning Lender or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement; (v) such
assignee appoints and authorizes the Agent to take such action as agent on its
behalf and to exercise such powers under this Agreement, the Notes and the other
Loan Documents as are delegated to the Agent by the terms hereof and thereof,
together with such powers as are reasonably incidental thereto; and (vi) such
assignee agrees that it will perform in accordance with their terms all of the
obligations which by the terms of this Agreement are required to be performed by
it as a Lender and a holder of such Notes.

         (c) The Agent shall maintain at its address referred to herein a copy
of each Assignment and Acceptance delivered to and accepted by it.

         (d) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender, the Agent shall give prompt notice thereof to Borrowers.

         (e) Each Lender may sell participations at its expense, subject to the
prior written approval by Borrowers of such participant, which approval shall
not be unreasonably withheld, to one or more banks or other entities as to all
or a portion of its rights and obligations under this Agreement; provided, that
(i) such Lender's obligations under this Agreement shall remain unchanged, (ii)
such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) such Lender shall remain the holder of
any Notes issued to it for the purpose of this Agreement, (iv) such
participations (except participations to an Affiliate of such Lender) shall be
in a minimum amount of $1,000,000 and, in the case of a participation in the
Revolving Credit Facility, shall include an allocable portion of such Lender's
Participation, and (v) the Borrowers, the Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement and with regard to any and
all 


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<PAGE>   103
payments to be made under this Agreement; provided, that the participation
agreement between a Lender and its participants may provide that such Lender
will obtain the approval of such participant prior to such Lender's agreeing to
any amendment or waiver of any provisions of this Agreement which would (A)
extend the maturity of any Note, (B) reduce the interest rate hereunder, (C)
increase the Revolving Credit Commitment of the Lender granting the
participation other than as permitted by Section 2.10 or (D) release any
Guarantor, and (vi) the sale of any such participations which require the
Borrowers to file a registration statement with the United States Securities and
Exchange Commission or under the securities regulations or laws of any state, or
an amendment to an existing registration statement, shall not be permitted.

         11.02 Notices. All notices shall be in writing, except as to telephonic
notices expressly permitted or required herein, and written notices shall be
delivered by hand delivery, telegram, telex, telefacsimile, overnight courier or
certified or registered mail. Any notice shall be conclusively deemed to have
been received by any party hereto and be effective on the day on which delivered
to such party (against (except as to telephonic or telefacsimile notice) receipt
therefor or, in the case of telex, verification by return) at the address set
forth below or such other address as such party shall specify to the other
parties in writing, or if sent prepaid by certified or registered mail return
receipt requested on the third Business Day after the day on which mailed,
addressed to such party at said address:

                  (a)      if to any Borrower:

                           to such Borrower
                           c/o Greenfield Industries, Inc.
                           2743 Perimeter Parkway, Building 100, Suite 100
                           Augusta, Georgia 30909
                           Attention: Gary L. Weller
                           Telephone: 706/650-4218
                           Telefacsimile: 706/650-4122

                           with a copy to:
                           Dickstein Shapiro Morin & Oshinsky LLP
                           2101 L Street, N.W.
                           Washington, D.C. 20037
                           Attention: Ira H. Polon
                           Telephone: 202/785-9700
                           Telefacsimile: 202/887-0689

                  (b)      if to the Agent:

                           NationsBank, N.A.
                           600 Peachtree Street, N.E.
                           Atlanta, Georgia 30308-2213
                           Attention: Corporate Banking Department
                           Telephone: 404/607-5524
                           Telefacsimile: 404/607-6467


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<PAGE>   104
               (c)      if to NationsBank in its capacity as issuer of the     
                        Letters of Credit:                                     
                                                                               
                        NationsBank, N.A.                                      
                        NationsBank Midtown Center                             
                        715 Peachtree Street, N.E., Second Floor               
                        Atlanta, Georgia 30308-2213                            
                        Attention:  Letter of Credit Department                
                        Telephone:  404-607-5306                            
                        Telefacsimile: 404-607-6425                            
                                                                               
               (d)      if to the Lenders:                                     
                                                                               
                        At the addresses set forth on the signature pages      
                        hereof and on the signature page of each Assignment    
                        and Acceptance.                                        

         11.03 Setoff. Each Borrower agrees that the Agent and each Lender shall
have a lien for all the Obligations of any Borrower upon all deposits or deposit
accounts, of any kind, or any interest in any deposits or deposit accounts
thereof, now or hereafter pledged, mortgaged, transferred or assigned to the
Agent or such Lender or otherwise in the possession or control of the Agent or
such Lender (other than for safekeeping) for any purpose for the account or
benefit of such Borrower and including any balance of any deposit account or of
any credit of such Borrower with the Agent or such Lender, whether now existing
or hereafter established, hereby authorizing the Agent and each Lender at any
time or times with or without prior notice to apply such balances or any part
thereof to such of the Obligations of such Borrower to the Lenders then past due
and in such amounts as they may elect, and whether or not the collateral or the
responsibility of other Persons primarily, secondarily or otherwise liable may
be deemed adequate. For the purposes of this paragraph, all remittances and
property shall be deemed to be in the possession of the Agent or such Lender as
soon as the same may be put in transit to it by mail or carrier or by other
bailee.

         11.04 Survival. All covenants, agreements, representations and
warranties made herein shall survive the making by the Lenders of the Loans and
the expiration of the Letters of Credit and the execution and delivery to the
Lenders of this Agreement and the Notes and shall continue in full force and
effect so long as any of the Obligations remain outstanding or any Lender has
any commitment hereunder. Whenever in this Agreement, any of the parties hereto
is referred to, such reference shall be deemed to include the successors and
permitted assigns of such party and all covenants, provisions and agreements by
or on behalf of any Borrower which are contained in this Agreement, the Notes
and the other Loan Documents shall inure to the benefit of the successors and
permitted assigns of the Lenders or any of them.

         11.05 Expenses. Each Borrower agrees (a) to pay or reimburse the Agent
for all its reasonable and customary out-of-pocket costs and expenses incurred
in connection with the preparation, 


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<PAGE>   105
negotiation and execution of, and any amendment, supplement or modification to,
this Agreement or any of the other Loan Documents (including travel expenses
relating to closing), and the consummation of the transactions contemplated
hereby and thereby, including, without limitation, the reasonable and customary
fees and disbursements of counsel to the Agent, (b) to pay or reimburse the
Agent and the Lenders for all their reasonable costs and expenses incurred in
connection with the enforcement (only from and after the occurrence of a Default
or Event of Default) or preservation of any rights under this Agreement and the
other Loan Documents, including without limitation, the reasonable fees and
disbursements of their counsel and any payments in indemnification or otherwise
payable by the Lenders to the Agent pursuant to the Loan Documents, (c) to pay,
indemnify and hold the Agent and the Lenders harmless from any and all recording
and filing fees and any and all liabilities with respect to, or resulting from
any failure to pay or delay in paying, documentary, stamp, excise and other
similar taxes, if any, which may be payable or determined to be payable in
connection with the execution and delivery of this Agreement or any other Loan
Documents, or consummation of any amendment, supplement or modification of, or
any waiver or consent under or in respect of, this Agreement or any other Loan
Documents, and (d) to pay, indemnify, and hold the Agent and the Lenders
harmless from and against any and all other liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever with respect to the execution, delivery,
enforcement, performance and administration of this Agreement and the other Loan
Documents or in any respect relating to the transactions contemplated hereby or
thereby, (all the foregoing, collectively, the "Indemnified Liabilities");
provided, however, that no Borrower shall have any obligation hereunder with
respect to Indemnified Liabilities arising from (i) the willful misconduct or
gross negligence of or the willful breach of the Loan Documents by the party
seeking indemnification, (ii) legal proceedings commenced against the Agent or
any Lender by any security holder or creditor thereof arising out of and based
upon rights afforded any such security holder or creditor solely in its capacity
as such, (iii) any taxes imposed upon the Agent or any Lender other than the
documentary, stamp, excise and similar taxes described in clause (c) above or
any tax resulting from any Regulatory Change, which tax would be payable to
Lenders by the Borrowers pursuant to Article IV hereof, (iv) any tax imposed
upon the Agent or any Lender as a consequence of its failure to comply with
Section 4.06(b), (c) or (d), or (v) taxes imposed and costs and expenses
incurred as a result of a transfer or assignment of any Note, participation or
assignment of a portion of its rights. The agreements in this subsection shall
survive repayment of the Notes and all other Obligations hereunder.

         11.06 Amendments. No amendment, modification or waiver of any provision
of this Agreement or any of the Loan Documents and no consent by the Lenders to
any departure therefrom by any Borrower shall be effective unless such
amendment, modification or waiver shall be in writing and signed by the
Borrowers and the Agent, but only upon having received the written consent of
the Required Lenders, and the same shall then be effective only for the period


                                      100
<PAGE>   106
and on the conditions and for the specific instances and purposes specified in
such writing; provided, however, that, no such amendment, modification or waiver

               (i)  which changes, extends or waives any provision of Section
         10.10 or this Section 11.06, the amount of or the due date of any
         scheduled installment of or the rate of interest payable on any
         Obligation, changes the definition of Required Lenders, which permits
         an assignment by any Borrower of its Obligations hereunder, which
         reduces the required consent of Lenders provided hereunder (other than
         as provided in Section 4.05 hereof), which increases, decreases or
         extends the Revolving Credit Termination Date or the Revolving Credit
         Commitment or Reserve Line Commitment of any Lender, or which increases
         or extends the Letter of Credit Facility or any Applicable Offshore
         Currency Commitment, or which creates a commitment with respect to any
         currency other than Dollars, Pounds Sterling or Deutsche Marks, or
         which waives any condition to the making of any Loan shall be effective
         unless in writing and signed by each of the Lenders; provided, however,
         the Required Lenders may in their sole discretion waive any Default or
         Event of Default (other than any Event of Default under Section
         9.01(a), (b), (g) or (h) which shall require the agreement of each
         Lender);

               (ii) which releases a Guarantor, or releases any pledged stock
         or other collateral securing the Obligations, shall be effective unless
         with the written consent of each of the Lenders; or

              (iii) which affects the rights, privileges, immunities or
         indemnities of the Agent shall be effective unless in writing and
         signed by the Agent.

Notwithstanding any provision of the other Loan Documents to the contrary, as
between the Agent and the Lenders, execution by the Agent shall not be deemed
conclusive evidence that the Agent has obtained the written consent of the
Required Lenders. No notice to or demand on any Borrower in any case shall
entitle any Borrower to any other or further notice or demand in similar or
other circumstances, except as otherwise expressly provided herein. No delay or
omission on any Lender's or the Agent's part in exercising any right, remedy or
option shall operate as a waiver of such or any other right, remedy or option or
of any Default or Event of Default.

         11.07 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and it shall not be necessary in making proof of this Agreement to
produce or account for more than one such fully-executed counterpart.

         11.08 Waivers by the Borrowers. In any litigation in any court with
respect to, in connection with, or arising out of this Agreement, the Loans, any
of the Notes, any of the other Loan Documents, the Obligations, or any
instrument or document delivered 


                                      101
<PAGE>   107
pursuant to this Agreement or the other Loan Documents, or the validity,
protection, interpretation, collection or enforcement thereof, or any other
claim or dispute howsoever arising between any Borrower and the Lenders or the
Agent, each Borrower and each Lender and the Agent hereby waive, to the extent
permitted by applicable law, trial by jury in connection with any such
litigation.

         11.09 Termination. The termination of this Agreement shall not affect
any rights of the Borrowers, the Lenders or the Agent or any obligation of the
Borrowers, the Lenders or the Agent, arising prior to the effective date of such
termination, and the provisions hereof shall continue to be fully operative
until all transactions entered into or rights created or obligations incurred
prior to such termination have been fully disposed of, concluded or liquidated
and the Obligations arising prior to or after such termination have been
irrevocably paid in full. The rights granted to the Agent for the benefit of the
Lenders hereunder and under the other Loan Documents shall continue in full
force and effect, notwithstanding the termination of this Agreement, until all
of the Obligations have been paid in full after the termination hereof (other
than Obligations in the nature of continuing indemnities or expense
reimbursement obligations not yet due and payable) or the Borrowers have
furnished the Lenders and the Agent with an indemnification satisfactory to the
Agent and each Lender with respect thereto. All representations, warranties,
covenants, waivers and agreements contained herein shall survive termination
hereof until payment in full of the Obligations unless otherwise provided
herein. Notwithstanding the foregoing, if after receipt of any payment pursuant
to the Loan Documents of all or any part of the Obligations, any Lender is for
any reason compelled to surrender such payment to any Person because such
payment is determined to be void or voidable as a preference, impermissible
setoff, a diversion of trust funds or for any other reason, this Agreement shall
continue in full force and the Borrowers shall be liable to, and shall indemnify
and hold such Lender harmless for, the amount of such payment surrendered until
such Lender shall have been finally and irrevocably paid in full. The provisions
of the foregoing sentence shall be and remain effective notwithstanding any
contrary action which may have been taken by the Lenders in reliance upon such
payment, and any such contrary action so taken shall be without prejudice to the
Lenders' rights under this Agreement and shall be deemed to have been
conditioned upon such payment having become final and irrevocable.

         11.10 Governing Law; Jurisdiction and Venue. ALL DOCUMENTS EXECUTED
PURSUANT TO THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING, WITHOUT LIMITATION,
THIS AGREEMENT AND EACH OF THE LOAN DOCUMENTS SHALL BE DEEMED TO BE CONTRACTS
MADE UNDER, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS AND JUDICIAL DECISIONS OF THE STATE OF GEORGIA. EACH BORROWER
HEREBY SUBMITS TO THE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS OF
GEORGIA FOR THE PURPOSES OF RESOLVING DISPUTES HEREUNDER OR FOR THE PURPOSES OF
COLLECTION.


                                      102
<PAGE>   108
         Pursuant to the above submission to jurisdiction, each of CIRBO and
Kemmer H (collectively, the "Offshore Borrowers") agrees that service of all
pleadings, complaints, writs, process or summonses in any such suit, action or
proceeding brought in such forum may be made upon Gary Weller ("Weller") at the
address provided for notices to Greenfield under this Agreement (the "Process
Agent"), and each Offshore Borrower hereby irrevocably appoints the Process
Agent its agent and true and lawful attorney-in-fact in its name, place and
stead to accept and acknowledge on its behalf such service brought in any such
court. Each Offshore Borrower agrees and consents that any such service upon
each Offshore Borrower shall be taken and held to be valid personal service upon
such Offshore Borrower whether such Offshore Borrower shall then be doing, or
any time shall have done, business within the State of Georgia, that the failure
of the Process Agent to actually give notice of any such service to such
Offshore Borrower shall not impair or affect the validity of such service or of
any judgment based thereon, and such Offshore Borrower waives all claim of error
by reason of any such service. Any notice, process, pleadings or other papers
served upon the Process Agent for any Offshore Borrower shall, at the same time,
be sent by an authorized method described above for the giving of notice
hereunder to such Offshore Borrower. Each Offshore Borrower hereby further
irrevocably consents to the service of process in any suit, action or proceeding
in said courts by the mailing thereof by any Lender by registered or certified
mail, postage prepaid, to each Offshore Borrower at the address for such
Offshore Borrower specified in Section 11.02 hereof, such service to be
effective upon receipt. Each Offshore Borrower acknowledges that, in appointing
said agent, it is its intention that such service shall be deemed to satisfy the
requirements of all laws and rules of each country in which such Offshore
Borrower is organized and in which it maintains its chief executive office
governing service of process, whether now or hereafter in effect. Each Offshore
Borrower further agrees that in the event Weller is no longer an officer of
Greenfield then CT Corporation, Atlanta, Georgia shall be deemed the Process
Agent for all purposes of this Guaranty.

         Each Borrower agrees (i) that, in addition to the method of service
mandated herein, any party to any such suit, action or proceeding may make
service upon such Offshore Borrower in any other manner now or hereafter
permitted by law, provided that no such additional service made upon such
Offshore Borrower shall affect in any way the validity of service made upon such
Offshore Borrower in accordance herewith and (ii) that, to the extent permitted
by law, final judgment against it in any action with respect to this Agreement
or any other Loan Document shall be conclusive and may be enforced in any other
jurisdiction within or outside the United States of America by suit on such
judgment, a certified or exemplified copy of which shall be conclusive evidence
of the fact and the amount of its indebtedness.

         Each Borrower hereby irrevocably waives any objection which it may now
or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or any other Loan Document brought
in the state or federal courts 


                                      103
<PAGE>   109
of Georgia, and hereby further irrevocably waives any claim that any such suit,
action or proceeding brought in any such court has been brought in an
inconvenient forum.

         11.12 Indemnification. (a) In consideration of the execution and
delivery of this Agreement by the Agent and each Lender and the extension of the
Letter of Credit Commitments, Reserve Line Commitments the Swing Line and
Revolving Credit Commitments, each Borrower hereby indemnifies, exonerates and
holds the Agent and each Lender and each of their respective officers,
directors, employees and agents (collectively, the "Indemnified Parties") free
and harmless from and against any and all actions, causes of action, suits,
losses, costs, liabilities and damages, and expenses incurred in connection
therewith (irrespective of whether any such Indemnified Party is a party to the
action for which indemnification hereunder is sought), including reasonable
attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"),
incurred by the Indemnified Parties or any of them as a result of, or arising
out of, or relating to any transaction financed or to be financed in whole or in
part, directly or indirectly, with the proceeds of any Loan or supported by any
Letter of Credit, except for any such Indemnified Liabilities arising for the
account of a particular Indemnified Party by reason of the bad faith, gross
negligence or willful misconduct of such Indemnified Party or an officer,
director, employee or agent of such Indemnified Party, and if and to the extent
that the foregoing undertaking may be unenforceable for any reason, each
Borrower hereby agrees to make the maximum contribution to the payment and
satisfaction of each of the Indemnified Liabilities which is permissible under
applicable law.

         (b) If a claim is to be made by a party entitled to indemnification
under this Section 11.11 or Section 7.15 against the indemnifying party, the
party entitled to such indemnification shall give written notice to the
indemnifying party promptly after the party entitled to indemnification receives
actual notice of any claim, action, suit, loss, cost, liability, damage or
expense incurred or instituted for which the indemnification is sought. If
requested by the Borrowers in writing, and so long as no Default or Event of
Default shall have occurred and be continuing, such indemnitee shall contest at
the expense of the Borrowers the validity, applicability and/or amount of such
suit, action, or cause of action to the extent such contest may be conducted in
good faith on legally supportable grounds. If any lawsuit or enforcement action
is filed against any party entitled to the benefit of indemnity under this
Section 11.11, written notice thereof shall be given to the indemnifying party
as soon as practicable (and in any event within 20 days after the service of the
citation or summons). Notwithstanding the foregoing, the failure so to notify
the indemnifying party as provided in this Section will relieve indemnifying
party from liability hereunder only if and to the extent that such failure
results in the forfeiture by the indemnifying party of any substantive rights or
defenses. After such notice, if the indemnifying party shall acknowledge in
writing to the Indemnified Party that the indemnifying party shall be obligated
under the terms of its 


                                      104
<PAGE>   110
indemnity hereunder in connection with such lawsuit or action, then, so long as
no Default or Event of Default shall occur and be continuing, the indemnifying
party shall be entitled, if it so elects, to take control of the defense and
investigation of such lawsuit or action and to employ and engage counsel of its
own choice reasonably acceptable to the Indemnified Party to handle and defend
the same, at the indemnifying party's cost, risk and expense, provided, however,
that the indemnifying party and its counsel shall proceed with diligence and in
good faith with respect thereto. If (i) the engagement of such counsel by the
indemnifying party would present a conflict of interest which would prevent such
counsel from effectively defending such action on behalf of the Indemnified
Party, (ii) the defendants in, or targets of, any such lawsuit or action include
both the Indemnified Party and indemnifying party, and the Indemnified Party
reasonably concludes that there may be legal defenses available to it that are
different from or in addition to those available to the indemnifying party,
(iii) the indemnifying party fails to assume the defense of the lawsuit or
action or to employ counsel reasonably satisfactory to such Indemnified Party,
in either case in a timely manner, or (iv) a Default or Event of Default shall
occur and be continuing, then such Indemnified Party may employ separate counsel
to represent or defend it in any such action or proceeding and the indemnifying
party will pay the fees and disbursements of such counsel, provided, however,
that each indemnitee shall endeavor, but shall not be obligated, in connection
with any matter covered by this Section 11.11 which also involves other
indemnities, to use reasonable efforts to avoid unnecessary duplication of
efforts by counsel for all indemnities and provided further, that in no event
shall the Borrowers be liable for the fees and expenses of more than one
separate firm for the Indemnified Parties. The Indemnified Party shall cooperate
(with all out of pocket costs and expenses associated therewith to be paid by
the indemnifying party) in all reasonable respects with the indemnifying party
and such attorneys in the investigation, trial and defense of such lawsuit or
action and any appeal arising therefrom; provided, however, that the Indemnified
Party may, at its own cost (except as set forth in, and in accordance with, the
foregoing sentence), participate in the investigation, trial and defense of such
lawsuit or action and any appeal arising therefrom. If the indemnifying party
has acknowledged to the Indemnified Party its obligation to indemnify hereunder,
the Indemnified Party, so long as no Default or Event of Default shall have
occurred and be continuing, shall not settle such lawsuit or enforcement action
without the prior written consent of the indemnifying party and, if the
indemnifying party has not so acknowledged its obligation, the Indemnified Party
shall not settle such lawsuit or enforcement action without giving 20 days'
prior written notice of such settlement and its terms to the indemnifying party.

         11.13 Headings and References. The headings of the Articles and
Sections of this Agreement are inserted for convenience of reference only and
are not intended to be a part of, or to affect the meaning or interpretation of
this Agreement. Words such as "hereof", "hereunder", "herein" and words of
similar import shall refer to this Agreement in its entirety and not to any
particular 


                                      105
<PAGE>   111
Section or provisions hereof, unless so expressly specified. As used herein, the
singular shall include the plural, and the masculine shall include the feminine
or a neutral gender, and vice versa, whenever the context requires.

         11.14 Severability. If any provision of this Agreement or the other
Loan Documents shall be determined to be illegal or invalid as to one or more of
the parties hereto, then such provision shall remain in effect with respect to
all parties, if any, as to whom such provision is neither illegal nor invalid,
and in any event all other provisions hereof shall remain effective and binding
on the parties hereto.

         11.15 Entire Agreement. This Agreement, together with the other Loan
Documents, constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes all previous proposals, negotiations,
representations, commitments and other communications between or among the
parties, both oral and written, with respect thereto.

         11.16 Agreement Controls. In the event that any term of any of the Loan
Documents other than this Agreement conflicts with any term of this Agreement,
the terms and provisions of this Agreement shall control.

         11.17 Usury Savings Clause. Notwithstanding any other provision herein,
the aggregate interest rate charged under any of the Notes, including all
charges or fees in connection therewith deemed in the nature of interest under
Georgia law, shall not exceed the Highest Lawful Rate (as such term is defined
below). If the rate of interest (determined without regard to the preceding
sentence) under this Agreement at any time exceeds the Highest Lawful Rate (as
defined below), the outstanding amount of the Loans made hereunder shall bear
interest at the Highest Lawful Rate until the total amount of interest due
hereunder equals the amount of interest which would have been due hereunder if
the stated rates of interest set forth in this Agreement had at all times been
in effect. In addition, if when the Loans made hereunder are repaid in full the
total interest due hereunder (taking into account the increase provided for
above) is less than the total amount of interest which would have been due
hereunder if the stated rates of interest set forth in this Agreement had at all
times been in effect, then to the extent permitted by law, the Borrowers shall
pay to the Agent an amount equal to the difference between the amount of
interest paid and the amount of interest which would have been paid if the
Highest Lawful rate had at all times been in effect. Notwithstanding the
foregoing, it is the intention of the Lenders and the Borrowers to conform
strictly to any applicable usury laws. Accordingly, if any Lender contracts for,
charges, or receives any consideration which constitutes interest in excess of
the Highest Lawful rate, then any such excess shall be canceled automatically
and, if previously paid, shall at such Lender's option be applied to the
outstanding amount of the Loans made hereunder or be refunded to the applicable
Borrower. As used in this paragraph, the term "Highest Lawful Rate" means the
maximum lawful interest rate, if any, that at any time or from time to time 


                                      106
<PAGE>   112
may be contracted for, charged, or received under the laws applicable to such
Lender which are presently in effect or, to the extent allowed by law, under
such applicable laws which may hereafter be in effect and which allow a higher
maximum nonusurious interest rate than applicable laws now allow.

         11.18 Confidentiality. Except as provided in Section 7.01(e) hereof,
the Lenders shall hold all non-public information obtained pursuant to the
requirements of this Agreement in accordance with their customary procedures for
handling confidential information of this nature but may, in any event, make
disclosures reasonably required in connection with the contemplated transfer or
assignment of any of the Loans or participations or as required or requested by
any legal process or applicable regulatory agency; provided that, unless
specifically prohibited by applicable law or court order, each Lender shall
notify the respective Borrower of any request under legal process by any
governmental agency or representative thereof for disclosure of such
information.

         11.19 Currency Indemnity. If, under any law, whether as a result of a
judgment against any Borrower or Guarantor or the liquidation of any Borrower or
Guarantor or for any other reason, any payment to (or for the benefit of) the
Agent or any Lender under or in connection with the Loan Documents is made or is
recovered in a currency other than that in which it is required to be paid,
then, to the extent that such payment (when converted at the rate of exchange on
the date of payment) falls short of the amount unpaid under the Loan Documents,
the Borrowers shall as separate and independent obligations fully indemnify such
Agent or Lender against the amount of the shortfall; and for the purposes of
this Section "rate of exchange" means the rate at which such Agent or Lender is
able on the relevant date to purchase in Charlotte, North Carolina the currency
in which the payment is required to be paid with the currency in which the
payment is in fact made or recovered. This provision shall not be construed as a
consent by the Agent or any Lender to payment in any currency other than the
currency in which payment is required to be made under the applicable provisions
of this Agreement and the other Loan Documents.

                  [Remainder of page intentionally left blank.]












                                      107
<PAGE>   113
         IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be made, executed and delivered by their duly authorized officers as of the day
and year first above written.


                                    GREENFIELD INDUSTRIES, INC.


WITNESS:                            By: /s/ Gary L. Weller
                                       -----------------------------------------
                                    Name: Gary L. Weller
                                    Title: Senior Vice President,
                                          Chief Financial Officer and
                                          Secretary
                                                      
 /s/ Raul Hemel
------------------------------

 /s/ Kimberly B. Sallrick
------------------------------      CIRBO LIMITED 



WITNESS:                            By: /s/ Gary L. Weller
                                       -----------------------------------------
                                    Name: Gary L. Weller
                                    Title: Director
 /s/ Raul Hemel
------------------------------

 /s/ Kimberly B. Sallrick
------------------------------

                                    KEMMER HARTMETALLWERKZEUGE GMBH


WITNESS:                            By: /s/ Gary L. Weller
                                       -----------------------------------------
                                    Name: Gary L. Weller
                                    Title: Geschaftsfuhrer
 /s/ Raul Hemel
------------------------------

 /s/ Kimberly B. Sallrick
------------------------------





                             Signature Page 1 of 7
<PAGE>   114
WITNESS:                            NATIONSBANK, N.A., as Agent for the Lenders


 /s/ Kimberly B. Sallrick           By: /s/ Mark D. Halmrast
------------------------------         -----------------------------------------
                                    Name: Mark D. Halmrast
 /s/ Raul Hemel                     Title: Vice President
------------------------------



WITNESS:                            NATIONSBANK, N.A.


 /s/ Kimberly B. Sallrick           By: /s/ Mark D. Halmrast
------------------------------         -----------------------------------------
                                    Name: Mark D. Halmrast
 /s/ Raul Hemel                     Title: Vice President
------------------------------

                                    Lending Office:
                                    NATIONSBANK, N.A.
                                    101 North Tryon Street, NC1-001-15-04
                                    Charlotte, North Carolina 28255
                                    Attention: Kevin M. Stephens
                                    Telephone: (704) 386-8388
                                    Telecopy:  (704) 388-9436

                                    Wire Transfer Instructions:

                                    NationsBank, N.A.
                                    Atlanta, Georgia
                                    ABA# 061-0000-52
                                    Reference   Greenfield Industries
                                    Attention:  Corporate Loan Services
                                                Account No.: 01200104430
                                                REF. Greenfield Industries


                                    Offshore Currency Lending Office:
                                    NATIONSBANK, N.A.
                                    101 North Tryon Street, NC1-001-15-04
                                    --------------------------------------------
                                    Charlotte, North Carolina 28255
                                    --------------------------------------------
                                    Attention: Kevin M. Stephens
                                    Telephone: (704) 386-8388
                                               --------------------
                                    Telecopy:  (704) 388-9436
                                               --------------------





                             Signature Page 2 of 7
<PAGE>   115
WITNESS:                            WACHOVIA BANK OF GEORGIA, N.A.


 /s/ Elizabeth Martin               By: /s/ Kevin B. Harrison
------------------------------         -----------------------------------------
                                    Name: Kevin B. Harrison
                                         ---------------------------------------
                                    Title: Vice President
------------------------------            --------------------------------------

                                    Lending Office:

                                    191 Peachtree Street, N.E.
                                    Atlanta, Georgia 30303
                                    Telephone: (404) 332-5269
                                              -----------------------
                                    Telecopy:  (404) 332-6920
                                             ------------------------

                                    Wire Transfer Instructions:

                                    Wachovia Bank of Georgia, N.A.
                                    Atlanta, Georgia
                                    ABA# 061000010
                                    Reference:
                                              ----------------------------------
                                    Attention: Bertie Eaton
                                              ----------------------------------
                                              Account No.: 18-800-621
                                                           ---------------------
                                              REF. Greenfield Industries
                                                   -----------------------------

                                    Offshore Currency Lending Office:

                                      301 North Main Street
                                    --------------------------------------------
                                      Winston-Salem, NC 27150-2104
                                    --------------------------------------------
                                    Telephone: (910) 770-6129
                                              -----------------------
                                    Telecopy:  (910) 770-4875
                                             ------------------------





                             Signature Page 3 of 7
<PAGE>   116
WITNESS:                            SUNTRUST BANK, ATLANTA


                                    By: /s/ Bradley J. Staples
------------------------------         -----------------------------------------
                                    Name: Bradley J. Staples
                                         ---------------------------------------
 /s/ Thomas R. Bants                Title: Assistant Vice President
------------------------------            --------------------------------------

                                    By: /s/ Charles W. Burton
                                       -----------------------------------------
                                    Name: Charles W. Burton
                                         ---------------------------------------
                                    Title: Vice President
                                          --------------------------------------

                                    Lending Office:

                                    25 Park Place, N.E., Mail Code 126
                                    Atlanta, Georgia 30302
                                    Telephone:
                                              ----------------------------------
                                    Telecopy: 404/588-8833

                                    Wire Transfer Instructions:

                                    SunTrust Bank, Atlanta
                                    Atlanta, Georgia
                                    ABA# 061000104
                                    Reference:
                                              ----------------------------------
                                    Attention:
                                              ----------------------------------
                                              Account No.:
                                                          ----------------------
                                              REF.
                                                  ------------------------------


                                    Offshore Currency Lending Office:


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

                                    --------------------------------------------
                                    Telephone:
                                              ---------------------
                                    Telecopy:
                                             ----------------------






                             Signature Page 4 of 7
<PAGE>   117
WITNESS:                            COMMERZBANK AG, ATLANTA AGENCY


 /s/ H. Yergey                      By: /s/ Andreas Bremer
------------------------------         -----------------------------------------
                 H. Yergey, VP      Name: Andreas Bremer
                                         ---------------------------------------
 /s/ E. Kagerer                     Title: SVP & Manager
------------------------------            --------------------------------------
                E. Kagerer, VP

                                    By: /s/ M. Smith
                                       -----------------------------------------
                                    Name: Mary Smith
                                         ---------------------------------------
                                    Title: AVP
                                          --------------------------------------

                                    Lending Office:
                                    1230 Peachtree Street, N.E., Suite 3500
                                    Atlanta, Georgia 30309
                                    Telephone: (404) 888-6500
                                              ---------------------
                                    Telecopy:  (404) 888-6539
                                             ----------------------

                                    Wire Transfer Instructions:

                                    Commerzbank, AG, New York Branch
                                    ABA# 026008044, Short Name: Commerz NYC,
                                    for account credit:  Commerzbank AG,
                                    Atlanta, Ref.: Greenfield Industries


                                    Offshore Currency Lending Office:

                                          same as above
                                    --------------------------------------------

                                    --------------------------------------------
                                    Telephone: (212) 266-7200
                                              ---------------------
                                    Telecopy:  (212) 266-7235
                                             ----------------------





                             Signature Page 5 of 7
<PAGE>   118
WITNESS:                            NATIONAL CITY BANK, KENTUCKY


 /s/ L. Davidson                    By: /s/ C. C. Tate
------------------------------         -----------------------------------------
                                    Name: Carrie C. Tate
                                         ---------------------------------------
 /s/ C. C. Tate                     Title: Vice President
------------------------------            --------------------------------------

                                    Lending Office:

                                    5304 CHAVERSHAM LN.
                                    NORCROSS GA 30092
                                    Telephone: 770 441-7838
                                              ---------------------
                                    Telecopy:  770 441-1525
                                             ----------------------

                                    Wire Transfer Instructions:

                                    National City Bank, Kentucky
                                    Louisville, Kentucky
                                    ABA# 0830-0005-6
                                    Reference:  Greenfield Industries
                                               ---------------------------------
                                    Attention:  Etta Moore, CLO
                                               ---------------------------------
                                               Account No.:  151804
                                                            --------------------
                                               REF.
                                                    ----------------------------


                                    Offshore Currency Lending Office:

                                           National City Bank - CLEVELAND
                                    --------------------------------------------
                                           Fred Lingenfelter
                                    --------------------------------------------
                                    Telephone: 216-575-2900
                                              ---------------------
                                    Telecopy:  216-575-2161
                                             ----------------------




                             Signature Page 6 of 7
<PAGE>   119
WITNESS:                            FIRST UNION NATIONAL BANK OF GEORGIA


 /s/ William T. Goetz               By: /s/ Michael R. Jordan
------------------------------         -----------------------------------------
                                    Name: Michael R. Jordan
                                         ---------------------------------------
                                    Title: SVP
------------------------------            --------------------------------------

                                    Lending Office:

                                    999 Peachtree Street, N.E. 12th Floor
                                    Atlanta, Georgia 30309
                                    Telephone: 404/827-7579
                                    Telecopy: 404/225-4255

                                    Wire Transfer Instructions:

                                    First Union National Bank of Georgia
                                    Atlanta, Georgia
                                    ABA# 061000227
                                    Reference: Greenfield Industries, Inc.
                                    Attention: Marie Smithwick
                                                 Account No.:980351
                                                 REF.
                                                      --------------------------

                                    Offshore Currency Lending Office:

                                    First Union National Bank, London Branch
                                    1 Bishopsgate
                                    London EC2N 3AB England
                                    Attention: Michelle Clark (Administrative)
                                               Ian Morrison (Credit Contact)
                                    Telephone: 44-171-621-1477
                                    Telecopy: 44-171-929-4645



                             Signature Page 7 of 7