<PAGE>   1

                                                                   Exhibit 10.40
                                                                  CONFORMED COPY
================================================================================


                                CREDIT AGREEMENT

                           dated as of April 2, 1996,

                   Amended and Restated as of April 25, 1996,

                  Amended and Restated as of September 5, 1997,



                                      Among



                             BAR TECHNOLOGIES INC.,

                         BLISS & LAUGHLIN STEEL COMPANY,

                            THE LENDERS NAMED HEREIN


                                       and


                            THE CHASE MANHATTAN BANK,
                           as Administrative Agent and
                                Collateral Agent,


                                       and


                         CHASE MANHATTAN BANK DELAWARE,
                                as Fronting Bank


================================================================================
<PAGE>   2


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                          Page

                                    ARTICLE I

                                   Definitions

<S>             <C>                                                                                         <C>
SECTION 1.01.   Defined Terms ..............................................................                 2
SECTION 1.02.   Terms Generally ............................................................                21

                                   ARTICLE II

                                   The Credits


SECTION 2.01.   Commitments ................................................................                22
SECTION 2.02.   Loans ......................................................................                25
SECTION 2.03.   Borrowing Procedure ........................................................                26
SECTION 2.04.   Evidence of Debt; Repayment of Loans........................................                27
SECTION 2.05.   Fees  ......................................................................                28
SECTION 2.06.   Interest on Loans ..........................................................                29
SECTION 2.07.   Default Interest ...........................................................                29
SECTION 2.08.   Alternate Rate of Interest .................................................                30
SECTION 2.09.   Termination and Reduction of Commitments and
                      Interim Standby Obligations...........................................                30
SECTION 2.10.   Prepayment .................................................................                31
SECTION 2.11.   Reserve Requirements; Change in Circumstances...............................                34
SECTION 2.12.   Change in Legality .........................................................                35
SECTION 2.13.   Indemnity ..................................................................                36
SECTION 2.14.   Pro Rata Treatment .........................................................                36
SECTION 2.15.   Sharing of Setoffs .........................................................                37
SECTION 2.16.   Payments ...................................................................                38
SECTION 2.17.   Taxes ......................................................................                38
SECTION 2.18.   Assignment of Commitments Under Certain
                      Circumstances; Duty to Mitigate ......................................                41
SECTION 2.19.   Letters of Credit ..........................................................                42


                                   ARTICLE III

                         Representations and Warranties


SECTION 3.01.   Organization; Powers .......................................................                47
SECTION 3.02.   Authorization ..............................................................                47
SECTION 3.03.   Enforceability .............................................................                48
</TABLE>

<PAGE>   3


<TABLE>
<CAPTION>
<S>             <C>                                                                                         <C>
SECTION 3.04.   Governmental Approvals .....................................................                48
SECTION 3.05.   Financial Statements .......................................................                48
SECTION 3.06.   No Material Adverse Change .................................................                48
SECTION 3.07.   Title to Properties; Possession Under Leases ...............................                48
SECTION 3.08.   Subsidiaries ...............................................................                49
SECTION 3.09.   Litigation; Compliance with Laws ...........................................                49
SECTION 3.10.   Agreements .................................................................                49
SECTION 3.11.   Federal Reserve Regulations ................................................                50
SECTION 3.12.   Investment Company Act; Public Utility Holding
                      Company Act ..........................................................                50
SECTION 3.13.   Use of Proceeds ............................................................                50
SECTION 3.14.   Tax Returns ................................................................                50
SECTION 3.15.   No Material Misstatements ..................................................                50
SECTION 3.16.   Employee Benefit Plans .....................................................                51
SECTION 3.17.   Environmental Matters ......................................................                52
SECTION 3.18.   Capitalization of the Partnerships and
                      Borrowers ............................................................                52
SECTION 3.19.   Security Documents .........................................................                53
SECTION 3.20.   Labor Matters ..............................................................                53
SECTION 3.21.   Insurance ..................................................................                54
SECTION 3.22.   Solvency ...................................................................                54
SECTION 3.23.   Existing Letters of Credit .................................................                54


                                   ARTICLE IV

                              Conditions of Lending

SECTION 4.01.   All Credit Events ..........................................................                55
SECTION 4.02.   Interim Standby Credit Event ...............................................                55


                                    ARTICLE V

                              Affirmative Covenants


SECTION 5.01.   Existence; Businesses and Properties .......................................                56
SECTION 5.02.   Insurance ..................................................................                56
SECTION 5.03.   Taxes ......................................................................                56
SECTION 5.04.   Financial Statements, Reports, etc .........................................                57
SECTION 5.05.   Litigation and Other Notices ...............................................                59
SECTION 5.06.   Employee Benefits ..........................................................                59
SECTION 5.07.   Maintaining Records; Access to Properties and
                      Inspections ..........................................................                60
SECTION 5.08.   Use of Proceeds ............................................................                60
SECTION 5.09.   Compliance with Environmental Laws .........................................                60
SECTION 5.10.   Preparation of Environmental Reports .......................................                60
SECTION 5.11.   Further Assurances .........................................................                60
SECTION 5.12.   Dividends ..................................................................                61
SECTION 5.13.   Audits .....................................................................                61
</TABLE>

<PAGE>   4
                                   ARTICLE VI

                               Negative Covenants
<TABLE>
<CAPTION>

<S>             <C>                                                                                         <C>
SECTION 6.01.   Indebtedness ...............................................................                62
SECTION 6.02.   Liens ......................................................................                64
SECTION 6.03.   Sale and Lease-Back Transactions ...........................................                67
SECTION 6.04.   Investments, Loans and Advances ............................................                67
SECTION 6.05.   Mergers, Consolidations, Sales of Assets and
                      Acquisitions .........................................................                68
SECTION 6.06.   Dividends and Distributions ................................................                69
SECTION 6.07.   Transactions with Affiliates ...............................................                70
SECTION 6.08.   Business of the Borrowers and the
                      Subsidiaries .........................................................                71
SECTION 6.09.   Material Agreements ........................................................                71
SECTION 6.10.   Interest Coverage Ratio ....................................................                73
SECTION 6.11.   Capital Expenditures .......................................................                73
SECTION 6.12.   Capital Stock of the Subsidiaries ..........................................                74
SECTION 6.13.   Foreign Revenues ...........................................................                74
SECTION 6.14.   Fiscal Year ................................................................                74


                                   ARTICLE VII


                                               Events of Default............................                74


                                  ARTICLE VIII


                               The Administrative Agent and the Collateral Agent............                77


                                   ARTICLE IX

                                  Miscellaneous


SECTION 9.01.   Notices ....................................................................                79
SECTION 9.02.   Survival of Agreement ......................................................                80
SECTION 9.03.   Binding Effect .............................................................                80
SECTION 9.04.   Successors and Assigns .....................................................                80
SECTION 9.05.   Expenses; Indemnity ........................................................                84
SECTION 9.06.   Right of Setoff ............................................................                85
SECTION 9.07.   Pledged Collateral and Application of Proceeds .............................                85
SECTION 9.08.   APPLICABLE LAW .............................................................                86
SECTION 9.09.   Waivers; Amendment .........................................................                86
SECTION 9.10.   Interest Rate Limitation ...................................................                87
SECTION 9.11.   Entire Agreement ...........................................................                87
SECTION 9.12.   WAIVER OF JURY TRIAL .......................................................                87
SECTION 9.13.   Severability ...............................................................                88
SECTION 9.14.   Counterparts ...............................................................                88
SECTION 9.15.   Headings ...................................................................                88
SECTION 9.16.   Jurisdiction; Consent to Service of Process.................................                88
</TABLE>

<PAGE>   5


<TABLE>
<CAPTION>
<S>             <C>                                                                                         <C>
SECTION 9.17.   Confidentiality ............................................................                89
SECTION 9.18.   Release of Liens and Guarantees ............................................                89
</TABLE>


<PAGE>   6
                                                                  Contents, p. 5

<PAGE>   7

                                                                  Contents, p. 6


                             Exhibits and Schedules

Exhibit A             Form of Administrative Questionnaire
Exhibit B             Form of Assignment and Acceptance
Exhibit C             Form of Borrowing Request
Exhibit D-1           Form of Master Guarantee Agreement
Exhibit D-2           Form of Canadian Guarantee Agreement
Exhibit E-1           Form of Master Security Agreement
Exhibit E-2           Form of Canadian Security Agreement
Exhibit F-1           Form of Master Pledge Agreement
Exhibit F-2           Form of Blackstone Pledge Agreement
Exhibit G             Form of Facility Pledge Agreement
Exhibit H             Form of Pledge Intercreditor Agreement
Exhibit I             Form of Subordination Agreement
Exhibit J             Form of Indemnity, Subrogation and Contribution
                        Agreement
Exhibit K-1           Form of Opinion of Jones, Day, Reavis & Pogue
Exhibit K-2           Form of Opinion of Borden & Elliot
Exhibit L             Form of Borrowing Base Certificate
Exhibit M             Form of Interim Standby Borrowing Amount Certificate

Schedule 2.01         Commitments and Interim Standby Obligations
Schedule 3.08         Subsidiaries
Schedule 3.09         Litigation
Schedule 3.14         Taxes
Schedule 3.17         Environmental Matters
Schedule 3.18(a)      Capitalization
Schedule 3.18(b)      Agreements Regarding Capital Stock
Schedule 3.20         Labor Matters
Schedule 3.21         Insurance
Schedule 3.23         Existing Letters of Credit
Schedule 4.02(a)      Local Counsel
Schedule 6.01         Indebtedness
Schedule 6.02         Liens
Schedule 6.04         Investments
Schedule 6.07         Transactions with Affiliates
Schedule 6.09         Restrictions on Subsidiaries
<PAGE>   8

                                    CREDIT AGREEMENT dated as of April 2, 1996,
                           amended and restated as of April 25, 1996, amended
                           and restated as of September 5, 1997, among BAR
                           TECHNOLOGIES INC., a Delaware corporation
                           ("BarTech"), BLISS & LAUGHLIN STEEL COMPANY, an
                           Illinois corporation and a wholly owned subsidiary of
                           BarTech ("BLSC" and, together with BarTech, the
                           "Borrowers"), the financial institutions from time to
                           time party hereto, consisting on September 5, 1997,
                           of those financial institutions listed on Schedule
                           2.01 (the "Lenders"), THE CHASE MANHATTAN BANK
                           (formerly known as Chemical Bank), a New York banking
                           corporation, as agent (in such capacity, the
                           "Administrative Agent") and as collateral agent (in
                           such capacity, the "Collateral Agent") for the
                           Lenders, and CHASE MANHATTAN BANK DELAWARE (formerly
                           known as Chemical Bank Delaware), a Delaware banking
                           corporation, as fronting bank (the "Fronting Bank").

         Pursuant to or in connection with the Stock Subscription Agreement
dated as of September 5, 1997 (the A1997 Subscription Agreement"), among BarTech
and the Funds (such term and each other capitalized term used but not defined in
this introductory statement having the meaning assigned to such term in Article
I) and Fund Affiliates, the Funds and Fund Affiliates will purchase directly
newly issued shares of common stock of BarTech for an aggregate cash purchase
price of not less than $30,000,000, which common stock will represent
approximately 42.0% (on a fully diluted basis) of the capital stock of BarTech
(such transaction being referred to as the "Stock Purchase").

         The Borrowers have requested (a) the Lenders to extend credit in the
form of (i) the continuation or making of Revolving Loans and Swingline Loans
from time to time prior to the Maturity Date, in an aggregate principal amount
at any time outstanding not in excess of the difference between (A) the lesser
of $90,000,000 and the Borrowing Base at such time and (B) the L/C Exposure at
such time and (ii) Letters of Credit at any time and from time to time prior to
the Maturity Date, in aggregate stated amount at any time outstanding not in
excess of $15,000,000 and (b) the Interim Standby Lenders to extend credit in
the form of Interim Standby Loans from time to time prior to the Interim Standby
Maturity Date, in an aggregate principal amount at any time outstanding not in
excess of the Interim Standby Borrowing Amount at such time. On the Restatement
Closing Date, the Revolving Loans, Swingline Loans and Letters of Credit
outstanding on such date will be continued as Revolving Loans, Swingline Loans
and Letters of Credit, respectively. Following the Restatement Closing Date, the
proceeds of the Loans and Letters of Credit will be used by the Borrowers for
general corporate purposes.


         The Lenders are willing to extend such credit to the Borrowers and the
Fronting Bank is willing to issue Letters of Credit for the account of each
Borrower, in each case on the terms and subject to the conditions set forth
herein. Accordingly, the parties hereto agree as follows:

<PAGE>   9


                                    ARTICLE I

                                   Definitions

         SECTION 1.01 Defined Terms. As used in this Agreement, the following
terms shall have the meanings specified below:

         "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

         "ABR Interim Standby Loan" shall mean an Interim Standby Loan bearing
interest at a rate determined by reference to the Alternate Base Rate in
accordance with the provisions of Article II.

         "ABR Loan" shall mean any ABR Revolving Loan, ABR Interim Standby Loan
or Swingline Loan.

         "ABR Revolving Loan" shall mean any Revolving Loan bearing interest at
a rate determined by reference to the Alternate Base Rate in accordance with the
provisions of Article II.

         "Acquisitionco" shall mean Blackstone/BarTech Acquisition Corporation,
a Delaware corporation that is wholly owned by the Funds and the Fund
Affiliates.

         "Adjusted LIBO Rate" shall mean, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to the product of (a) the LIBO Rate
in effect for such Interest Period and (b) Statutory Reserves.

         "Administrative Agent Fees" shall have the meaning given such term in
Section 2.05(c).

         "Administrative Questionnaire" shall mean an Administrative
Questionnaire in the form of Exhibit A.

         "Affiliate" shall mean, when used with respect to a specified person,
another person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the person
specified.

         "Alternate Base Rate" shall mean, for any day, a rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of
(a) the Prime Rate in effect on such day and (b) the Federal Funds Effective
Rate in effect on such day plus 1/2 of 1%. If for any reason the Administrative
Agent shall have determined (which determination shall be conclusive absent
manifest error) that it is unable to ascertain the Federal Funds Effective Rate,
including the failure of the Federal Reserve Bank of New York to publish rates
or the inability of the Administrative Agent to obtain quotations in accordance
with the terms thereof, the Alternate Base Rate shall be determined without
regard to clause (b) of the preceding sentence until the circumstances giving
rise to such inability no longer exist. Any change in the Alternate Base Rate
due to a change in the Prime Rate or the Federal Funds Effective Rate shall be
effective on the effective date of such change in the Prime Rate or the Federal
Funds Effective Rate, respectively.

         "Amendment Agreement" shall mean the Amendment Agreement dated as of
September 5, 1997, among the Borrowers, the Lenders party thereto, The Chase
Manhattan Bank, as Administrative Agent and as Collateral Agent, and Chase
Manhattan Bank Delaware, as Fronting Bank.

<PAGE>   10
                                                                               3

         "Applicable Percentage" shall equal (a) 73.0% for the first 18-month
period following the Closing Date, (b) 71.4% for the next succeeding 12-month
period, (c) 69.0% for the next succeeding 12-month period and (d) 66.7%
thereafter.

         "Asset Sale" shall mean the issuance, sale, transfer or other
disposition (by way of merger or otherwise) by BarTech or any Subsidiary to any
person other than BarTech or a Guarantor of (a) any capital stock of any
Subsidiary (other than directors' qualifying shares or investments by foreign
nationals required by applicable law) or (b) any other assets of BarTech or any
Subsidiary other than in the ordinary course of business.

         "Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Lender and an assignee, and accepted by the Administrative
Agent and the Borrowers, in the form of Exhibit B or such other form as shall be
approved by the Administrative Agent.

         "Base Amount" shall have the meaning given such term in Section 6.11.

         "Bethlehem Preferred Stock" shall mean the Series A preferred stock of
BarTech issued to Bethlehem Steel Corporation having an aggregate liquidation
preference of $5,500,000.

         "Blackstone Pledge Agreement" shall mean the Blackstone Pledge
Agreement, substantially in the form of Exhibit F-2, among the Funds and the
Indenture Collateral Agent for the ratable benefit of the Secured Parties (as
defined therein).

         "Board" shall mean the Board of Governors of the Federal Reserve System
of the United States.

         "Borrowing" shall mean a group of Loans of a single Type made on a
single date and, in the case of Eurodollar Loans, as to which a single Interest
Period is in effect.

         "Borrowing Base" shall mean, at any time, an amount equal to the
Applicable Percentage of Total A/R and Inventory at such time. The Borrowing
Base shall be computed monthly in accordance with Section 5.04(d). The Borrowing
Base at any time in effect shall be determined by reference to the Borrowing
Base Certificate most recently delivered hereunder.

         "Borrowing Base Certificate" shall mean a certificate substantially in
the form of Exhibit L.

         "Borrowing Request" shall mean a request by either Borrower in
accordance with the terms of Section 2.03 and substantially in the form of
Exhibit C.

         "BRWPI" shall mean BRW Partners Inc., a Delaware corporation and an
Affiliate of Veritas.

         "Business Day" shall mean any day other than a Saturday, Sunday or day
on which banks in New York City are authorized or required by law to close;
provided, however, that when used in connection with a Eurodollar Revolving
Loan, the term "Business Day" shall also exclude any day on which banks are not
open for dealings in dollar deposits in the London interbank market.

<PAGE>   11
                                                                               4

         "Canadian Guarantee Agreement" shall mean the Amended and Restated
Canadian Guarantee Agreement, substantially in the form of Exhibit D-2, made by
Canadian Drawn Steel Company in favor of the Collateral Agent for the benefit of
the Secured Parties (as defined therein).

         "Canadian Plan" shall mean any plan, program, arrangement or policy of
BarTech or any Subsidiary that is a pension plan for the purposes of any
applicable pension benefits or tax laws of Canada or any province or territory
thereof (whether or not required to be registered under any such laws) which is
maintained, administered or contributed to (or to which there is or may be an
obligation to contribute) by BarTech or any Subsidiary (except for any pension
plan maintained by any employee bargaining unit) in respect of any person's
employment in Canada or any province or territory thereof, all related funding
agreements and all related agreements, arrangements and policies in respect of,
or related to, any benefits to be provided thereunder.

         "Canadian Security Agreement" shall mean the Amended and Restated
Canadian Security Agreement, substantially in the form of Exhibit E-2, among
Canadian Drawn Steel Company and the Collateral Agent for the ratable benefit of
the Secured Parties (as defined therein).

         "Capital Expenditures" shall mean, for any person in respect of any
period, the sum of (a) the aggregate of all expenditures incurred by such person
during such period that, in accordance with GAAP, are or should be included in
"additions to property, plant and equipment" or similar items reflected in the
statement of cash flows of such person and (b) to the extent not covered by
clause (a) above, the aggregate of all expenditures by such person to acquire by
purchase or otherwise the business or fixed assets of, or stock or other
evidence of beneficial ownership of, any other person (other than BarTech or any
person that is a Wholly Owned Subsidiary prior to such acquisition); provided,
however, that Capital Expenditures for BarTech and the Subsidiaries shall not
include (i) expenditures to the extent they are made with the proceeds of the
issuance of Capital Stock of BarTech after the Closing Date (to the extent not
previously used to prepay Indebtedness (other than Revolving Loans or Swingline
Loans), make any investment or capital expenditure or otherwise for any purpose
resulting in a deduction to Excess Cash Flow in any Fiscal Year) or the proceeds
of Asset Sales that if not so spent would constitute Net Cash Proceeds under
clause (a) of the definition of such term, (ii) expenditures of proceeds of
insurance settlements, condemnation awards and other settlements in respect of
lost, destroyed, damaged or condemned assets, equipment or other property to the
extent such expenditures are made to replace or repair such lost, destroyed,
damaged or condemned assets, equipment or other property or otherwise to acquire
assets or properties useful in the business of BarTech and the Subsidiaries
within 12 months of receipt of such proceeds, (iii) expenditures that are
accounted for as capital expenditures of such person and that actually are paid
for by a third party (excluding the Partnerships or any subsidiary thereof) and
for which neither the Partnerships, BarTech nor any subsidiary thereof has
provided or is required to provide or incur, directly or indirectly, any
consideration or obligation to such third party or any other person (whether
before, during or after such period) or (iv) the book value of any asset owned
by such person prior to or during such period to the extent that such book value
is included as a capital expenditure during such period as a result of such
person reusing or beginning to reuse such asset during such period without a
corresponding expenditure actually having been made in such period, provided
that any expenditure necessary in order to permit such asset to be reused shall
be included as a Capital Expenditure during the period that such expenditure
actually is made and such book value shall have been included in Capital
Expenditures when such asset was originally acquired.

<PAGE>   12
                                                                               5

         "Capital Lease Obligations" of any person shall mean the obligations of
such person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such person under GAAP
and, for purposes hereof, the amount of such obligations at any time shall be
the capitalized amount thereof at such time determined in accordance with GAAP.

         "Capital Stock" of any person shall mean any and all shares, interests,
rights to purchase, warrants, options, participation or other equivalents of or
interests in (however designated) equity of such person, including any preferred
stock, any limited or general partnership interest and any limited liability
company membership interest.

         "Cash Interest Expense" shall mean, with respect to BarTech and the
Subsidiaries on a consolidated basis for any period, Interest Expense for such
period less the sum of (a) pay-in-kind Interest Expense, (b) to the extent
included in Interest Expense, (i) the amortization of fees paid by any of the
Borrowers or the Subsidiaries on or prior to the Closing Date in connection with
the Transactions and (ii) any Fees payable hereunder, (c) the amortization of
debt discounts, if any, or fees in respect of Interest/Exchange Rate Protection
Agreements and (d) withdrawals from the Interest Escrow Agreement to the extent
used to pay interest on the Senior Notes.

         "Cash Target Amount" shall mean an aggregate amount equal to or greater
than $3,000,000.

         "CERCLA" shall have the meaning given such term in the definition of
"Environmental Law".

         A "Change in Control" shall be deemed to have occurred if (a) the Funds
and Fund Affiliates (collectively, the "Designated Persons") or any combination
of Designated Persons shall cease to (i) own beneficially, directly or
indirectly, in the aggregate shares representing (A) a majority of the issued
and outstanding Capital Stock of BarTech and (B) at least 50% of the aggregate
ordinary voting power represented by the issued and outstanding Capital Stock of
BarTech or (ii) have the right (through the ownership of voting securities, by
contract or otherwise) to elect a majority of the board of directors of BarTech;
(b) BarTech should fail to own directly, beneficially and of record, free and
clear of any and all Liens (other than Liens pursuant to the Pledge Agreements),
100% of the issued and outstanding Capital Stock of BLSC; (c) a majority of the
seats (excluding vacant seats) on the board of directors of BarTech shall at any
time after the Closing Date have been occupied by persons who were neither (i)
nominated by any one or more Designated Persons or by a majority of the board of
directors of BarTech nor (ii) appointed by directors so nominated; or (d) a
change in control with respect to BarTech (or similar event, however
denominated) shall occur under and as defined in any indenture or agreement in
respect of the Senior Notes or any other Indebtedness in an aggregate
outstanding principal amount in excess of $1,000,000 to which BarTech or any
Subsidiary is party.

         "Closing Date" shall mean a single date on which the initial Credit
Event occurred hereunder.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
<PAGE>   13
                                                                               6

         "Collateral" shall mean all the "Collateral" as defined in any Security
Document.

         "Commitments" shall mean, with respect to any Lender, such Lender's
Revolving Credit Commitment and Swingline Loan Commitment and, with respect to
the Fronting Bank, its L/C Commitment.

         "Commitment Fee" shall have the meaning given such term in Section
2.05(a).

         "Control" shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
person, whether through the ownership of voting securities, by contract or
otherwise, and "Controlling" and "Controlled" shall have meanings correlative
thereto.

         "Credit Event" shall have the meaning given such term in Article IV.

         "Default" shall mean any event or condition which upon notice, lapse of
time or both would constitute an Event of Default.

         "Dollars" or "$" shall mean lawful money of the United States of
America.

         "Domestic Subsidiary" shall mean each Subsidiary that is organized
under the laws of the United States, any state thereof or the District of
Columbia.

         "Disqualified Capital Stock" means, with respect to any person, any
Capital Stock which, by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is exchangeable for Indebtedness, or is redeemable
at the option of the holder thereof, in whole or in part, on or prior to the
Maturity Date.

         "EBITDA" shall mean, with respect to BarTech and the Subsidiaries on a
consolidated basis for any period, the consolidated net income of BarTech and
the Subsidiaries for such period plus, to the extent deducted in computing such
consolidated net income, without duplication, the sum of (a) income tax expense,
(b) interest expense, (c) depreciation and amortization expense, (d) any special
charges (including, without limitation, any noncash fees or expenses incurred in
connection with the Transactions) and any extraordinary or non-recurring losses,
(e) monitoring and management fees paid to any of the Funds, the Veritas
Entities and/or their respective Affiliates, (f) dividend payments on and
mandatory redemptions of the Bethlehem Preferred Stock, in each case made in
accordance with the terms thereof and to the extent permitted by Section
6.06(d), (g) noncash expenses incurred in connection with an employee stock
ownership plan and (h) other noncash items reducing consolidated net income,
minus, to the extent added in computing such consolidated net income, without
duplication, (i) interest income, (ii) extraordinary or non-recurring gains and
(iii) other noncash items increasing consolidated net income.

         "environment" shall mean ambient air, surface water and groundwater
(including potable water, navigable water and wetlands), the land surface or
subsurface strata, the workplace or as otherwise defined in any Environmental
Law.

<PAGE>   14
                                                                               7

         "Environmental Claim" shall mean any written accusation, allegation,
notice of violation, claim, demand, order, directive, cost recovery action or
other cause of action by, or on behalf of, any Governmental Authority or any
person for damages, injunctive or equitable relief, personal injury (including
sickness, disease or death), Remedial Action costs, tangible or intangible
property damage, natural resource damages, nuisance, pollution, any adverse
effect on the environment caused by any Hazardous Material, or for fines,
penalties or restrictions, resulting from or based upon: (a) the threat, the
existence, or the continuation of the existence of a Release (including sudden
or non-sudden, accidental or non-accidental Releases); (b) exposure to any
Hazardous Material; (c) the presence, use, handling, transportation, storage,
treatment or disposal of any Hazardous Material; or (d) the violation or alleged
violation of any Environmental Law or Environmental Permit.

         "Environmental Law" shall mean any and all applicable present and
future treaties, laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or
entered into by any Governmental Authority, relating in any way to the
environment, preservation or reclamation of natural resources, the treatment,
storage, disposal, Release or threatened Release of any Hazardous Material or
to human health or safety, including the Hazardous Materials Transportation
Act, 49 U.S.C. Sec. 1801 et seq., the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended by the Superfund Amendments
and Reauthorization Act of 1986, 42 U.S.C. Sec. 9601 et seq. ("CERCLA"), the
Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery
Act of 1976 and the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C.
Sec. 6901 et seq., the Federal Water Pollution Control Act, as amended, 33
U.S.C. Sec. 1251 et seq., the Clean Air Act of 1970, as amended, 42 U.S.C. Sec.
7401 et seq., the Toxic Substances Control Act of 1976, 15 U.S.C. Sec. 2601 et
seq., the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C.
Sec. 11001 et seq., the National Environmental Policy Act of 1975, 42 U.S.C.
Sec. 4321 et seq., the Safe Drinking Water Act of 1974, as amended, 42 U.S.C.
Sec. 300(f) et seq., and any similar or implementing state or foreign law, and
all amendments or regulations promulgated thereunder.

         "Environmental Permit" shall mean any permit, approval, authorization,
certificate, license, variance, filing or permission required by or from any
Governmental Authority pursuant to any Environmental Law.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as the same may be amended from time to time.

         "ERISA Affiliate" shall mean any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

         "Eurodollar Borrowing" shall mean a Borrowing comprised of Eurodollar
Revolving Loans or Eurodollar Interim Standby Loans.

         "Eurodollar Interim Standby Loan" shall mean any Interim Standby Loan
bearing interest at a rate determined by reference to the Adjusted LIBO Rate in
accordance with the provisions of Article II.

<PAGE>   15
                                                                               8

         "Eurodollar Loan" shall mean any Eurodollar Revolving Loan or
Eurodollar Interim Standby Loan.

         "Eurodollar Revolving Loan" shall mean any Revolving Loan bearing
interest at a rate determined by reference to the Adjusted LIBO Rate in
accordance with the provisions of Article II.

         "Event of Default" shall have the meaning given such term in Article
VII.

         "Excess Cash Flow" shall have the meaning given such term in the Senior
Note Indenture, as in effect on the Closing Date.

         "Existing Letter of Credit" shall mean each letter of credit listed on
Schedule 3.23.

         "Facility Pledge Agreement" shall mean the Amended and Restated
Facility Pledge Agreement, substantially in the form of Exhibit G, among the
Pledgors and the Collateral Agent for the ratable benefit of the Secured Parties
(as defined therein).
         "Facility Pro Rata Percentage" shall mean, at any time, the ratio
(expressed as a percentage) of (a) the Total Credit Exposure at such time to (b)
the sum of (i) the Total Credit Exposure at such time and (ii) the aggregate
principal amount of the Senior Notes outstanding at such time; provided,
however, that for purposes of Section 2.10(h), the Facility Pro Rata Percentage
shall be calculated on the date that BarTech or any Subsidiary shall receive any
Net Cash Proceeds requiring any prepayment pursuant to such Section 2.10(h).

         "Federal Funds Effective Rate" shall mean, for any day, the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as published on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day which is a Business Day, the average
of the quotations for the day of such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

         "Fees" shall mean the Commitment Fees, the Interim Standby Fees, the
L/C Participation Fees, the Fronting Bank Fees and the Administrative Agent
Fees.

         "Financial Officer" of any corporation shall mean the chief financial
officer, principal accounting officer, Treasurer, Assistant Treasurer or
Controller of such corporation.

         "Fiscal Year" shall mean, when used with respect to any year, the
fiscal year of the Borrowers ending on the Saturday closest to December 31 of
such year.

         "Foreign Subsidiary" shall mean any Subsidiary that is not a Domestic
Subsidiary.

         "Fronting Bank Fees" shall have the meaning given to such term in
Section 2.05(b).

         "Fund Affiliates" shall mean each Affiliate of a Fund that is not an
operating company or Controlled by an operating company and each general partner
of a Fund or any Affiliate of a Fund who is a partner or employee of The
Blackstone Group L.P.
<PAGE>   16
                                                                               9


         "Funds" shall mean Blackstone Capital Partners II Merchant Banking Fund
L.P., a Delaware limited partnership, Blackstone Offshore Capital Partners II
L.P., a Cayman Island limited partnership, and Blackstone Family Investment
Partnership II L.P., a Cayman Island limited partnership.

         "GAAP" shall mean generally accepted accounting principles in effect
from time to time in the United States or, when reference is made to another
jurisdiction, generally accepted accounting principles in such jurisdiction
applied on a consistent basis.

         "GAAP Accounts Receivable" shall mean at the time of any determination
thereof the book value of all accounts receivable of the Borrowers and the
Guarantors at such time, determined in accordance with GAAP and on a basis
otherwise consistent with such Borrower's or Guarantor's current and historical
accounting practices.

         "GAAP Inventory" shall mean at the time of any determination thereof
the book value of all inventory of each of the Borrowers and the Guarantors at
such time, in Dollars, determined in accordance with GAAP and on a basis
otherwise consistent with such Borrower's or Guarantor's current and historical
accounting practices.

         "Governmental Authority" shall mean any Federal, state, local or
foreign court or governmental agency, authority, instrumentality or regulatory
body or, in the case of references to "Governmental Authority" in Article II and
Section 9.17, the National Association of Insurance Commissioners.

         "Guarantee" of or by any person shall mean (a) any obligation,
contingent or otherwise, of such person guaranteeing or having the economic
effect of guaranteeing any Indebtedness of any other person (the "primary
obligor") in any manner, whether directly or indirectly, and including any
obligation of such person, direct or indirect, (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness
(whether arising by virtue of partnership arrangements, by agreement to keep
well, to purchase assets, goods, securities or services, to take-or-pay or
otherwise) or to purchase (or to advance or supply funds for the purchase of)
any security for the payment of such Indebtedness, (ii) to purchase or lease
property, securities or services for the purpose of assuring the owner of such
Indebtedness of the payment of such Indebtedness, (iii) to maintain working
capital, equity capital or any other financial statement condition or liquidity
of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or (iv) entered into for the purpose of assuring in any other
manner the holders of such Indebtedness of the payment thereof or to protect
such holders against loss in respect thereof (in whole or in part), or (b) any
Lien on any assets of such person securing any Indebtedness of any other person,
whether or not such Indebtedness is assumed by such person; provided, however,
that the term "Guarantee" shall not include endorsements for collection or
deposit, in either case in the ordinary course of business, or customary and
reasonable indemnity obligations in effect on the Closing Date or entered into
in connection with any acquisition or disposition of assets permitted under this
Agreement.

         "Guarantee Agreements" shall mean the Master Guarantee Agreement and
the Canadian Guarantee Agreement.

<PAGE>   17
                                                                              10


         "Guarantors" shall mean each existing Subsidiary, each subsequently
acquired or organized subsidiary that executes the Master Guarantee Agreement
pursuant to Section 5.11 and the permitted successors and assigns of each such
person.

         "Hazardous Materials" shall mean any material meeting the definition of
a "hazardous substance" in CERCLA 42 U.S.C. '9601(14) and all explosive or
radioactive substances or wastes, toxic substances or wastes, pollutants, solid,
liquid or gaseous wastes, including petroleum, petroleum distillates or
fractions or residues, asbestos or asbestos-containing materials,
polychlorinated biphenyls ("PCBs") or materials or equipment containing PCBs,
radon gas, infectious or medical wastes and all other substances or wastes of
any nature regulated pursuant to any Environmental Law, or that reasonably could
form the basis of an Environmental Claim.

         "Indebtedness" of any person shall mean, without duplication, (a) all
obligations of such person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such person
upon which interest charges are customarily paid (other than trade payables
incurred in the ordinary course of business), (d) all obligations of such person
under conditional sale or other title retention agreements relating to property
or assets purchased by such person, (e) all obligations of such person issued or
assumed as the deferred purchase price of property or services (other than
current trade liabilities incurred in the ordinary course of business), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such person, whether or not the obligations
secured thereby have been assumed, (g) all Guarantees by such person of
Indebtedness of others, (h) all Capital Lease Obligations of such person, (i)
all payments that such person would have to make in the event of an early
termination, on the date Indebtedness of such person is being determined, in
respect of outstanding interest rate protection agreements, foreign currency
exchange agreements or other interest or exchange rate hedging arrangements and
(j) all obligations of such person as an account party in respect of letters of
credit and bankers' acceptances. The Indebtedness of any person shall include
the Indebtedness of any partnership in which such person is a general partner,
other than to the extent that the instrument or agreement evidencing such
Indebtedness expressly limits the liability of such person in respect thereof,
provided that, if the sole asset of such person is its general partnership
interest in such partnership, the amount of such Indebtedness shall be deemed
equal to the value of such general partnership interest and the amount of any
Indebtedness in respect of any Guarantee of such partnership Indebtedness shall
be limited to the same extent as such Guarantee may be limited.

         "Indemnity, Subrogation and Contribution Agreement" shall mean the
Amended and Restated Indemnity, Subrogation and Contribution Agreement,
substantially in the form of Exhibit J, among the Borrowers, the Guarantors and
the Collateral Agent.

         "Indenture Collateral Agent" shall mean United States Trust Company of
New York, in its capacity as collateral agent for the Secured Parties (as
defined in the Master Pledge Agreement).

         "Indenture Trustee" shall mean the United States Trust Company of New
York, in its capacity as trustee for the Senior Note Holders under the Senior
Note Indenture.

         "Information Memorandum" shall have the meaning given such term in
Section 3.15.
<PAGE>   18
                                                                              11


         "Interest Escrow Account" shall have the meaning given such term in the
introductory statement.

         "Interest Expense" shall mean, with respect to BarTech and the
Subsidiaries on a consolidated basis for any period, the sum of (a) gross
interest expense of BarTech and the Subsidiaries for such period on a
consolidated basis, including (i) the amortization of debt discounts, (ii) the
amortization of all fees (including fees with respect to interest rate
protection agreements) payable in connection with the incurrence of Indebtedness
to the extent included in interest expense and (iii) the portion of any payments
or accruals with respect to Capital Lease Obligations allocable to interest
expense and (b) capitalized interest of BarTech and the Subsidiaries on a
consolidated basis minus (c) gross interest income of BarTech and the
Subsidiaries for such period on a consolidated basis. For purposes of the
foregoing, gross interest expense shall be determined after giving effect to any
net payments made or received by BarTech and the Subsidiaries with respect to
Interest/Exchange Rate Protection Agreements.

         "Interest/Exchange Rate Protection Agreement" shall mean any interest
rate or currency hedging agreement or arrangement approved by the Administrative
Agent (such approval not to be unreasonably withheld) designed to protect
BarTech or any of the Subsidiaries against fluctuations in interest rates or
currency exchange rates and not for speculation.

         "Interest Payment Date" shall mean, (a) with respect to any Eurodollar
Loan, the last day of the Interest Period applicable to the Borrowing of which
such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest
Period of more than three months' duration, each day that would have been an
Interest Payment Date had successive Interest Periods of three months' duration
been applicable to such Borrowing, and, in addition, the date of any refinancing
or conversion of such Borrowing with or to a Borrowing of a different Type and
(b) with respect to any ABR Loan, the last day of each calendar quarter,
commencing September 30, 1997.

         "Interest Period" shall mean as to any Eurodollar Borrowing, the period
commencing on the date of such Borrowing or on the last day of the immediately
preceding Interest Period applicable to such Borrowing, as the case may be, and
ending on the numerically corresponding day (or, if there is no numerically
corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6
months thereafter, as the applicable Borrower may elect, and the date any
Eurodollar Borrowing is prepaid in accordance with Section 2.10; provided,
however, that if any Interest Period would end on a day other than a Business
Day, such Interest Period shall be extended to the next succeeding Business Day
unless such next succeeding Business Day would fall in the next calendar month,
in which case such Interest Period shall end on the next preceding Business Day.
Interest shall accrue from and including the first day of an Interest Period to
but excluding the last day of such Interest Period.

         "Interim Standby Base Amount" shall mean, at any time, the sum of GAAP
Accounts Receivable and GAAP Inventory at such time. Notwithstanding the
foregoing, the Interim Standby Base Amount shall not include (i) any accounts
receivable or inventory that is not subject to a perfected first priority
security interest in favor of the Collateral Agent for the benefit of the
Secured Parties (as defined in the Security Agreements) or that is subject to
any other Lien, except Liens expressly permitted by Section 6.02 (provided that
the Interim Standby Base Amount shall be reduced to the extent of the
obligations secured by such Liens), (ii) any inventory that is (A) located
<PAGE>   19
                                                                              12

at a storage or manufacturing facility leased by a Borrower or a Guarantor or in
a contract warehouse and (B) not covered by an agreement, in form and substance
satisfactory to the Collateral Agent, waiving the lessor's or contract
warehouseman's Lien, if any, and providing the Collateral Agent with access to
such inventory, provided that such inventory shall be excluded only to the
extent that such inventory in the aggregate exceeds 2% of the Interim Standby
Base Amount, and provided further that the applicable Borrower or Guarantor
shall have used its reasonable efforts to obtain such waiver and consent from
each such landlord or contract warehouseman, and (iii) any accounts receivable
owed by any officer, employee or Affiliate of BarTech or any Subsidiary. The
amount of the Interim Standby Base Amount in effect at any time shall be
determined by reference to the Interim Standby Borrowing Amount Certificate most
recently delivered hereunder.

         "Interim Standby Borrowing" shall mean a Borrowing comprised of Interim
Standby Loans.

         "Interim Standby Borrowing Amount" shall mean, at any time, an amount
equal to (a) 90% of the Interim Standby Base Amount at such time minus (b) the
Borrowing Base at such time. The Interim Standby Borrowing Amount shall be
computed monthly in accordance with Section 5.04(e). The Interim Standby
Borrowing Amount in effect at any time shall be determined by reference to the
Interim Standby Borrowing Amount Certificate most recently delivered hereunder.

         "Interim Standby Borrowing Amount Certificate" shall mean a certificate
substantially in the form of Exhibit M.

         "Interim Standby Exposure" shall mean, with respect to any Lender at
any time, the aggregate principal amount at such time of all outstanding Interim
Standby Loans of such Lender.

         "Interim Standby Lender" shall mean any Lender with an Interim Standby
Obligation.

         "Interim Standby Loans" shall mean the revolving loans made by the
Interim Standby Lenders to the Borrowers pursuant to Section 2.01(b). Each
Interim Standby Loan shall be a Eurodollar Interim Standby Loan or an ABR
Interim Standby Loan.

         "Interim Standby Maturity Date" shall mean September 1, 1999.

         "Interim Standby Obligation" shall mean, with respect to each Interim
Standby Lender, the obligation of such Lender to make Interim Standby Loans
hereunder as set forth in Section 2.01(b) or in the Assignment and Acceptance
pursuant to which such Lender assumed its Interim Standby Obligation, as
applicable, as the same may be reduced from time to time pursuant to Section
2.09 or reduced or increased pursuant to assignments by or to such Lender
pursuant to Section 9.04.

         "Interim Standby Fee" shall have the meaning given such term in Section
2.05(a).

         "Interim Standby Pro Rata Percentage" of any Interim Standby Lender at
any time shall mean the percentage of the Total Interim Standby Obligation
represented at such time by such Interim Standby Lender=s Interim Standby
Obligation. In the event the Interim Standby Obligations shall have expired or
been terminated, the Interim Standby Pro Rata Percentages shall be determined on
the basis of the Interim Standby Obligations most recently in effect, but giving
effect to any assignment pursuant to Section 9.04.
<PAGE>   20
                                                                              13

         "JAC" shall mean Johnstown Advisors Corp., a Delaware corporation and
an Affiliate of Veritas.

         "Junior Obligations" shall mean all "Junior Obligations" as defined in
either of the Security Agreements.

         "Junior Secured Parties" shall mean "Junior Secured Parties" as defined
in either of the Security Agreements.

         "L/C Commitment" shall mean the commitment of the Fronting Bank to
issue Letters of Credit pursuant to Section 2.19(a).

         "L/C Disbursement" shall mean a payment or disbursement made by the
Fronting Bank pursuant to a Letter of Credit.

         "L/C Exposure" shall mean at any time the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate principal amount of all L/C Disbursements that have not yet been
reimbursed at such time. The L/C Exposure of any Revolving Credit Lender at any
time shall mean its Pro Rata Percentage of the aggregate L/C Exposure at such
time.

         "L/C Participation Fee" shall have the meaning given such term in
Section 2.05(b).

         "Letter of Credit" shall mean any letter of credit issued pursuant to
Section 2.19.

         "LIBO Rate" shall mean, with respect to any Eurodollar Borrowing, the
rate (rounded upwards, if necessary, to the next 1/16 of 1%) at which dollar
deposits approximately equal in principal amount to the Administrative Agent's
portion of such Eurodollar Borrowing (or, if the Administrative Agent shall not
have any portion of such Borrowing, the average amount of the portions of each
Lender having any portion of such Borrowing) and for a maturity comparable to
the Interest Period of such Eurodollar Borrowing are offered to the principal
London office of the Administrative Agent in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period.

         "Lien" shall mean, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, encumbrance, charge or security interest in or on such
asset, (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement relating to such asset and
(c) in the case of securities, any purchase option, call or similar right of a
third party with respect to such securities.

         "Loan Documents" shall mean this Agreement, the Notes, the Letters of
Credit, the Guarantee Agreement, the Security Documents and the Indemnity,
Subrogation and Contribution Agreement.

         "Loan Parties" shall mean the Partnerships, the Borrowers and the
Guarantors.
<PAGE>   21
                                                                              14

         "Loans" shall mean the Revolving Loans, the Interim Standby Loans and
the Swingline Loans.

         "Management Stockholders" shall mean members of management of BarTech
holding, directly or indirectly, Capital Stock of BarTech on the Closing Date.

         "Margin Stock" shall have the meaning given such term in Regulation U.

         "Master Guarantee Agreement" shall mean the Amended and Restated Master
Guarantee Agreement, substantially in the form of Exhibit D-1, made by the
Guarantors parties thereto in favor of the Collateral Agent for the benefit of
the Secured Parties (as defined therein).

         "Master Pledge Agreement" shall mean the Master Pledge Agreement,
substantially in the form of Exhibit F-1, among the Pledgors and the Indenture
Collateral Agent for the ratable benefit of the Secured Parties (as defined
therein).

         "Master Security Agreement" shall mean the Amended and Restated Master
Security Agreement, substantially in the form of Exhibit E-1, among the
Borrowers, the Guarantors parties thereto and the Collateral Agent for the
ratable benefit of the Secured Parties (as defined therein).

         "Material Adverse Effect" shall mean (a) a materially adverse effect on
the assets, business, properties, financial condition or results of operations
of the Borrowers and the Subsidiaries, taken as a whole, (b) a material
impairment of the ability of any of the Partnerships, the Borrowers or the
Subsidiaries to perform any of its material obligations under any Loan Document
to which it is or will be a party or to consummate the Stock Purchase or (c) an
impairment of the validity or enforceability of, or a material impairment of the
material rights, remedies or benefits available to the Lenders, the Fronting
Bank, the Administrative Agent or the Collateral Agent under, any Loan Document.

         "Maturity Date" shall mean the fourth anniversary of the Closing Date.

         "Merger Agreement" shall mean the Amended Agreement and Plan of Merger
dated as of October 4, 1995, between BarTech and Bliss & Laughlin Industries
Inc., a Delaware corporation and parent of BLSC (AB&L").

         "Moody's" shall mean Moody's Investors Service, Inc.

         "Multiemployer Plan" shall mean a multiemployer plan as defined in
Section 4001(a)(3) of ERISA to which BarTech or any ERISA Affiliate (other than
one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code
Section 414) is making or accruing an obligation to make contributions, or has
within any of the preceding five plan years made or accrued an obligation to
make contributions.

         "Net Cash Proceeds" shall mean (a) with respect to any Asset Sale, the
cash proceeds thereof (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or purchase
price adjustment as and when received), net of (i) brokerage commissions and
other reasonable fees and expenses (including fees and expenses of counsel and

<PAGE>   22
                                                                              15

investment bankers) related to such Asset Sale, (ii) taxes paid or payable in
the year such Asset Sale occurs or in the following year as a result thereof and
(iii) amounts provided as a reserve, in accordance with GAAP, against any
liabilities associated with such Asset Sale (except that, to the extent and at
the time any such amounts are released from such reserve, such amounts shall
constitute Net Cash Proceeds), provided that if BarTech shall deliver a
certificate of a Responsible Officer to the Administrative Agent promptly
following receipt of any such proceeds setting forth BarTech's intention to use
any portion of such proceeds to purchase assets useful in the business of
BarTech and the Subsidiaries within 12 months of such receipt, such portion of
such proceeds shall not constitute Net Cash Proceeds except to the extent not so
used within such 12-month period, and provided further that no proceeds realized
in a single transaction or series of related transactions shall constitute Net
Cash Proceeds until the aggregate of all such proceeds received after the
Closing Date shall exceed $1,000,000 (at which time all such proceeds shall
constitute Net Cash Proceeds), and (b) with respect to any issuance or sale of
Capital Stock of BarTech, the cash proceeds thereof net of brokerage commissions
and other reasonable fees and expenses (including fees and expenses of counsel
and investment bankers) related to such issuance or sale of Capital Stock of
BarTech and for purposes of calculating "Net Cash Proceeds", fees, commissions
and other costs and expenses payable to the Partnerships or any Affiliate
thereof shall be disregarded, except for financial advisory fees customary in
type and amount paid to Affiliates of The Blackstone Group L.P.

         "Notes" shall mean any promissory note of a Borrower issued pursuant to
this Agreement.

         "Obligations" shall mean all obligations defined as "Obligations" in
the Guarantee Agreement and the Security Documents.

         "Offering Memorandum" shall mean the Offering Memorandum dated March
28, 1996, relating to the issuance of the Senior Notes.

         "Partnerships" shall mean BRW Steel Holdings L.P., a Delaware limited
partnership and BRW Steel Offshore Holdings, L.P., a Delaware limited
partnership.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation referred to
and defined in ERISA.

         "Perfection Certificate" shall mean the Perfection Certificate
substantially in the form of Annex 2 to the Security Agreement.

         "Permitted Business Acquisition" shall mean any acquisition of all or
substantially all the assets of, or shares or other equity interests in, a
person or division or line of business of a person (or any subsequent investment
made in a previously acquired Permitted Business Acquisition) if immediately
after giving effect thereto: (a) no Default or Event of Default shall have
occurred and be continuing or would result therefrom, (b) all transactions
related thereto shall be consummated in accordance with applicable laws, (c) at
least 90% of the Capital Stock of any acquired or newly formed corporation,
partnership, association or other business entity are owned directly by BarTech
or a Subsidiary that is a Guarantor and all actions required to be taken, if
any, with respect to such acquired or newly formed subsidiary under Section 5.11
shall have been taken and (d)(i) BarTech and the Subsidiaries shall be in
compliance, on a pro forma basis after giving effect to such acquisition or
formation, with the covenants contained in Sections 6.01, 6.04, 6.10, 6.11 and
6.12 
<PAGE>   23
                                                                              16

recomputed as at the last day of the most recently ended fiscal quarter of
BarTech and the Subsidiaries as if such acquisition had occurred on the first
day of each relevant period for testing such compliance, and BarTech shall have
delivered to the Administrative Agent an officers' certificate to such effect,
together with all relevant financial information for such subsidiary or assets,
and (ii) any acquired or newly formed subsidiary shall not be liable for any
Indebtedness (except for Indebtedness permitted by Section 6.01).

         "Permitted Investments" shall mean: (a) direct obligations of the
United States of America or any agency thereof or obligations guaranteed by the
United States of America or any agency thereof; (b) time deposit accounts,
certificates of deposit and money market deposits maturing within 180 days of
the date of acquisition thereof issued by a bank or trust company which is
organized under the laws of the United States of America, any state thereof or
any foreign country recognized by the United States of America having capital,
surplus and undivided profits aggregating in excess of $250,000,000 (or the
foreign currency equivalent thereof) and whose long-term debt, or whose parent
holding company's long-term debt, is rated A (or such similar equivalent rating
or higher by at least one nationally recognized statistical rating organization
(as defined in Rule 436 under the Securities Act of 1933, as amended)); (c)
repurchase obligations with a term of not more than 30 days for underlying
securities of the types described in clause (a) above entered into with a bank
meeting the qualifications described in clause (b) above; (d) commercial paper,
maturing not more than 180 days after the date of acquisition, issued by a
corporation (other than an Affiliate of BarTech) organized and in existence
under the laws of the United States of America or any foreign country recognized
by the United States of America with a rating at the time as of which any
investment therein is made of P-1 (or higher) according to Moody's, or A-1 (or
higher) according to S&P; (e) securities with maturities of six months or less
from the date of acquisition issued or fully guaranteed by any state,
commonwealth or territory of the United States of America, or by any political
subdivision or taxing authority thereof, and rated at least A by S&P or A by
Moody's; (f) mutual funds whose investment guidelines restrict such funds'
investments to those satisfying the provisions of clauses (a) through (e) above;
and (g) time deposit accounts, certificates of deposit and money market deposits
in an aggregate face amount not in excess of 1/2 of 1% of total assets of
BarTech and the Subsidiaries, on a consolidated basis, as of the end of
BarTech's most recently completed Fiscal Year.

         "person" shall mean any natural person, corporation, business trust,
joint venture, association, company, partnership or government, or any agency or
political subdivision thereof.

         "Plan" shall mean any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code and in respect of which BarTech or any ERISA Affiliate is (or,
if such plan were terminated, would under Section 4069 of ERISA be deemed to be)
an "employer" as defined in Section 3(5) of ERISA.

         "Pledge Agreements" shall mean the Master Pledge Agreement, the
Facility Pledge Agreement and the Blackstone Pledge Agreement.

         "Pledged Stock" shall mean any "Pledged Stock" as defined in the Pledge
Agreements.
<PAGE>   24
                                                                              17

         "Pledge Intercreditor Agreement" shall mean the Amended and Restated
Pledge Intercreditor Agreement, substantially in the form of Exhibit H, among
the Indenture Collateral Agent and the Secured Parties (as defined therein).

         "Pledgors" shall mean the Partnerships, the Management Stockholders,
the Borrowers, the Guarantors and each person who executes a Pledge Agreement
pursuant to Section 5.11, in each case for so long as such person owns any
Pledged Stock.

         "Prime Rate" shall mean the rate of interest per annum publicly
announced from time to time by the Administrative Agent as its prime rate in
effect at its principal office in New York City; each change in the Prime Rate
shall be effective on the date such change is publicly announced as being
effective.

         "Principal Pledgors" shall mean the Partnerships and their permitted
successors and assigns, in each case for so long as such person owns any Pledged
Stock.

         "Pro Rata Percentage" of any Revolving Credit Lender at any time shall
mean the percentage of the Total Revolving Credit Commitment represented by such
Lender's Revolving Credit Commitment. In the event the Revolving Credit
Commitments shall have expired or been terminated, the Pro Rata Percentages
shall be determined on the basis of the Revolving Credit Commitments most
recently in effect, but giving effect to any assignments pursuant to Section
9.04.

         "Public Equity Offering" shall mean an underwritten public offering of
Capital Stock (other than Disqualified Capital Stock) of BarTech made on a
primary basis by BarTech pursuant to a registration statement filed with and
declared effective by the Commission in accordance with the Securities Act of
1933 or an underwritten offering of Capital Stock (other than Disqualified
Stock) of BarTech made on a primary basis by BarTech pursuant to Rule 144A under
the Securities Act of 1933.

         "Register" shall have the meaning given such term in Section 9.04(d).

         "Regulation G" shall mean Regulation G of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

         "Regulation U" shall mean Regulation U of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

         "Regulation X" shall mean Regulation X of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

         "Release" shall have the meaning given such term in CERCLA, 42 U.S.C.
Sec. 9601(22).

         "Remedial Action" shall mean (a) "remedial action" as such term is
defined in CERCLA, 42 U.S.C. Section 9601(24), and (b) all other actions,
including studies and investigations, required by any Governmental Authority or
voluntarily undertaken to: (i) clean up, remove, treat, abate or in any other
way respond to any Hazardous Material in the environment; or (ii) prevent the
Release or threat of Release, or minimize the further Release of any Hazardous
Material.
<PAGE>   25
                                                                              18

         "Reportable Event" shall mean any reportable event as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than a Plan maintained by an ERISA Affiliate that is considered an
ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414).

         "Required Lenders" shall mean, at any time, Lenders having Loans (other
than Swingline Loans), L/C Exposures, Swingline Exposures and unused Commitments
(excluding commitments to issue Letters of Credit or make Swingline Loans)
representing more than 50% of the sum of all Loans (other than Swingline Loans)
outstanding, L/C Exposures, Swingline Exposures and unused Commitments
(excluding commitments to issue Letters of Credit or make Swingline Loans) at
such time.

         "Responsible Officer" of any corporation shall mean any executive
officer or Financial Officer of such corporation and any other officer or
similar official thereof responsible for the administration of the obligations
of such corporation in respect of this Agreement.

         "Restatement Closing Date" shall have the meaning given such term in
the Amendment Agreement.

         "Revolving Credit Borrowing" shall mean a Borrowing comprised of
Revolving Loans.

         "Revolving Credit Commitment" shall mean, with respect to each Lender,
the commitment of such Lender to make Revolving Loans hereunder as set forth in
Section 2.01(a) or in the Assignment and Acceptance pursuant to which such
Lender assumed its Revolving Credit Commitment, as applicable, as the same may
reduced from time to time pursuant to Section 2.09 or reduced or increased
pursuant to assignments by or to such Lender pursuant to Section 9.04.

         "Revolving Credit Exposure" shall mean, with respect to any Lender at
any time, the aggregate principal amount at such time of all outstanding
Revolving Loans of such Lender plus the amount at such time of such Lender's Pro
Rata Percentage of the L/C Exposure plus the amount at such time of such
Lender's Swingline Exposure.

         "Revolving Credit Lender" shall mean a Lender with a Revolving Credit
Commitment.

         "Revolving Loans" shall mean the revolving loans made by the Revolving
Credit Lenders to the Borrowers pursuant to Section 2.01(a). Each Revolving Loan
shall be a Eurodollar Revolving Loan or an ABR Revolving Loan.

         "S&P" shall mean Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

         "Sale and Lease-Back Transaction" shall have the meaning given such
term in Section 6.03.

         "Secured Parties" shall mean the "Secured Parties" as defined in any
Security Document, as applicable.
<PAGE>   26
                                                                              19

         "Security Agreements" shall mean the Master Security Agreement and the
Canadian Security Agreement.

         "Security Documents" shall mean the Security Agreements, the Pledge
Agreements, the Pledge Intercreditor Agreement, the Subordination Agreement and
each of the security agreements and other instruments and documents executed and
delivered pursuant to any of the foregoing or pursuant to Section 5.11.

         "Senior Note Guarantees" shall mean, collectively, the Guarantees of
the Guarantors guaranteeing repayment of the Senior Notes.

         "Senior Note Holders" shall mean the holders of the Senior Notes.

         "Senior Note Indenture" shall mean the indenture dated as of April 1,
1996, among BarTech, as issuer, the Subsidiaries parties thereto, as guarantors,
and the Indenture Trustee, as amended from time to time in accordance with the
terms hereof and thereof.
         "Senior Notes" shall mean any and all Indebtedness evidenced by the
Senior Note Indenture (and the notes and security interests issued thereunder)
relating to BarTech's 13 1/2% Senior Secured Notes due 2001 in an aggregate
principal amount of $91,609,000.

         "Senior Obligations" shall mean the "Senior Obligations" as defined in
either of the Security Agreements.

         "Senior Secured Parties" shall mean the "Senior Secured Parties" as
defined in either of the Security Agreements.

         "Statutory Reserves" shall mean a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board and any other banking authority, domestic or foreign,
to which the Administrative Agent is subject with respect to Eurocurrency
Liabilities (as defined in Regulation D of the Board) or other categories of
liabilities or deposits by reference to which the LIBO Rate is determined. Such
reserve percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Revolving Loans shall be deemed to constitute Eurocurrency
Liabilities and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets which may be available from time to
time to any Lender under such Regulation D. Statutory Reserves shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

         "Stockholders' Agreement" shall mean the Stockholders' Agreement dated
as of the Closing Date, among the Partnerships, the Funds, the Management
Stockholders and BarTech.

         "Subscription Agreement" shall mean the Stock Subscription Agreement
dated as of March 1, 1996, among BarTech, BRW Steel Holdings L.P., a Delaware
limited partnership and BRW Steel Offshore Holdings L.P., a Delaware limited
partnership.
<PAGE>   27
                                                                              20

         "subsidiary" shall mean, with respect to any person (herein referred to
as the "parent"), any corporation, partnership, association or other business
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or more
than 50% of the general partnership interests are, at the time any determination
is being made, directly or indirectly, owned, controlled or held, or (b) which
is, at the time any determination is made, otherwise Controlled, by the parent
or one or more subsidiaries of the parent or by the parent and one or more
subsidiaries of the parent.

         "Subsidiary" shall mean each subsidiary of BarTech.

         "Subordination Agreement" shall mean the Amended and Restated
Intercreditor and Subordination Agreement, substantially in the form of Exhibit
I, among the Indenture Trustee, the Collateral Agent and the Senior Creditors
parties thereto.

         "Swingline Exposure" shall mean at any time the aggregate principal
amount of all outstanding Swingline Loans at such time. The Swingline Exposure
of any Revolving Credit Lender at any time shall mean its Pro Rata Percentage of
the aggregate Swingline Exposure at such time.

         "Swingline Lender" shall mean The Chase Manhattan Bank in its capacity
as Swingline Lender hereunder.

         "Swingline Loan Commitment" shall mean the commitment of the Swingline
Lender to make Swingline Loans as set forth in Section 2.01(c).

         "Swingline Loans" shall mean the Swingline loans made by the Swingline
Lender to the Borrowers pursuant to Section 2.01(c).

         "Total A/R and Inventory" shall mean, at any time, the sum of GAAP
Accounts Receivable and GAAP Inventory at such time; provided, however, that,
for purposes of such calculation, GAAP Inventory shall not exceed 60% of Total
A/R and Inventory. Notwithstanding the foregoing, Total A/R and Inventory shall
not include (i) any accounts receivable or inventory that is not subject to a
perfected first priority security interest in favor of the Collateral Agent for
the benefit of the Secured Parties (as defined in the Security Agreements) or
that is subject to any other Lien, except Liens expressly permitted by Section
6.02 (provided that Total A/R and Inventory shall be reduced to the extent of
the obligations secured by such Liens), (ii) any inventory that is (A) located
at a storage or manufacturing facility leased by a Borrower or a Guarantor or in
a contract warehouse and (B) not covered by an agreement, in form and substance
satisfactory to the Collateral Agent, waiving the lessor's or contract
warehouseman's Lien, if any, and providing the Collateral Agent with access to
such inventory, provided that such inventory shall be excluded only to the
extent that such inventory in the aggregate exceeds 2% of Total A/R and
Inventory, and provided further that the applicable Borrower or Guarantor shall
have used its reasonable efforts to obtain such waiver and consent from each
such landlord or contract warehouseman, and (iii) any accounts receivable owed
by any officer, employee or Affiliate of BarTech or any Subsidiary. The amount
of Total A/R and Inventory in effect at any time shall be determined by
reference to the Borrowing Base Certificate most recently delivered hereunder.
<PAGE>   28
                                                                              21

         "Total Credit Exposure" shall mean, at any time, the sum of (a) the
Total Revolving Credit Exposure and (b) the Total Interim Standby Exposure.

         "Total Interim Standby Exposure" shall mean, at any time, the aggregate
amount of the Interim Standby Lenders= Interim Standby Exposures at such time.

         "Total Interim Standby Obligation" shall mean, at any time, the
aggregate amount of the Interim Standby Obligations, as in effect at such time.

         "Total Revolving Credit Commitment" shall mean, at any time, the
aggregate amount of the Revolving Credit Commitments, as in effect at such time.

         "Total Revolving Credit Exposure" shall mean, at any time, the
aggregate amount of the Lenders' Revolving Credit Exposures at such time.

         "Transactions" shall have the meaning given such term in Section 3.02.

         "Type", when used in respect of any Loan or Borrowing, shall refer to
the Rate by reference to which interest on such Loan or on the Loans comprising
such Borrowing is determined. For purposes hereof, the term "Rate" shall include
the Adjusted LIBO Rate and the Alternate Base Rate.

         "Veritas" shall mean Veritas Capital Inc.

         "Veritas Entities" shall mean Veritas, BRWPI and JAC.

         "Wholly Owned Domestic Subsidiary" means a Domestic Subsidiary at least
99% of the Capital Stock of which (other than Directors' qualifying shares) is
owned by BarTech or another Wholly Owned Domestic Subsidiary.

         "Wholly Owned Subsidiary" means a Subsidiary, at least 99% of the
Capital Stock of which (other than directors' qualifying shares) is owned by
BarTech or another Wholly Owned Subsidiary.

         "Withdrawal Liability" shall mean liability to a Multiemployer Plan as
a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

           SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall
apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
All references herein to Articles, Sections, Exhibits and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules to,
this Agreement unless the context shall otherwise require. Except as otherwise
expressly provided herein, (a) any reference in this Agreement to any Loan
Document shall mean such document as amended, restated, supplemented or
otherwise modified from time to time and (b) all terms of an accounting or
financial nature shall be construed in accordance with GAAP, as in effect from
time to time; provided, however, that for purposes of determining compliance
with the covenants contained in Section 2.10(g) and Article VI all accounting
terms herein shall be interpreted and all accounting determinations hereunder
(in each case, unless otherwise provided for or defined herein) shall be made in
accordance with GAAP as in effect on the date of this Agreement and applied on a
basis consistent with the application used in the financial statements referred
to in Section 3.05, and provided further that if the Borrowers notify the
Administrative Agent that the Borrowers wish to amend any covenant in Section
<PAGE>   29

                                                                              22


2.10(g) or Article VI or any related definition to eliminate the effect of any
change in GAAP occurring after the date of this Agreement on the operation of
such covenant (or if the Administrative Agent notifies the Borrowers that the
Required Lenders wish to amend Section 2.10(g) or Article VI or any related
definition for such purpose), then (i) the Borrowers and the Administrative
Agent shall negotiate in good faith to agree upon an appropriate amendment to
such covenant and (ii) the Borrowers' compliance with such covenant shall be
determined on the basis of GAAP in effect immediately before the relevant change
in GAAP became effective until such covenant is amended in a manner satisfactory
to the Borrowers and the Required Lenders.


                                   ARTICLE II

                                   The Credits

           SECTION 2.01. Commitments. (a) Subject to the terms and conditions
and relying upon the representations and warranties of the Loan Parties set
forth herein and in the other Loan Documents, each Revolving Credit Lender
agrees, severally and not jointly, to make Revolving Loans to Borrowers, from
time to time on or after the date hereof, and until the earlier of the Maturity
Date and the termination of the Revolving Credit Commitment of such Revolving
Credit Lender in accordance with the terms hereof, in an aggregate principal
amount at any time outstanding that will not result in (i) such Revolving Credit
Lender's Revolving Credit Exposure at such time exceeding the lesser of (A) the
Revolving Credit Commitment set forth opposite its name on Schedule 2.01, as the
same may be reduced from time to time pursuant to Section 2.09, and (B) such
Revolving Credit Lender's Pro Rata Percentage of the Borrowing Base in effect at
such time, (ii) the Total Revolving Credit Exposure at such time exceeding the
lesser of (A) the Total Revolving Credit Commitment and (B) the Borrowing Base
in effect at such time or (iii) the Total Credit Exposure at such time exceeding
the lesser of (A) the Total Revolving Credit Commitment and (B) 90% of the
Interim Standby Base Amount in effect at such time.

         (b) Subject to the terms and conditions and relying upon the
representations and warranties of the Loan Parties set forth herein and in the
other Loan Documents, each Interim Standby Lender agrees, severally and not
jointly, to make Interim Standby Loans to the Borrowers, from time to time on or
after the date hereof and until the earlier of the Interim Standby Maturity Date
and the termination of the Interim Standby Obligation of such Interim Standby
Lender in accordance with the terms hereof, in an aggregate principal amount at
any time outstanding that will not result in (i) such Interim Standby Lender=s
Interim Standby Exposure at such time exceeding the lesser of (A) the Interim
Standby Obligation set forth opposite its name on Schedule 2.01, as the same may
be reduced from time to time pursuant to Section 2.09, and (B) such Interim
Standby Lender=s Interim Standby Pro Rata Percentage of the Interim Standby
Borrowing Amount in effect at such time, (ii) the Total Interim Standby Exposure
at such time exceeding the lesser of (A) the Total Interim Standby Obligation
and (B) the Interim Standby Borrowing Amount in effect at such time or (iii) the

<PAGE>   30
                                                                              23

Total Credit Exposure at such time exceeding the lesser of (A) the Total
Revolving Credit Commitment and (B) 90% of the Interim Standby Base Amount in
effect at such time.
         (c) (i) The Swingline Lender hereby agrees, subject to the terms and
conditions and relying upon the representations and warranties of the Loan
Parties set forth herein and in the other Loan Documents, and subject to the
limitations set forth below with respect to the maximum amount of Swingline
Loans permitted to be outstanding from time to time, to make a portion of the
Revolving Credit Commitments available to the Borrowers from time to time during
the period from the Closing Date through and excluding the earlier of Maturity
Date and the termination of the Revolving Credit Commitments in an aggregate
principal amount not to exceed the Swingline Loan Commitment, by making
Swingline Loans to the Borrowers. Swingline Loans may be made notwithstanding
the fact that such Swingline Loans, when aggregated with the Swingline Lender's
outstanding Revolving Loans, L/C Exposure and outstanding Swingline Loans, may
exceed the Swingline Lender's Revolving Credit Commitment. The original amount
of the Swingline Loan Commitment is $10,000,000. The Swingline Loan Commitment
shall expire on the date the Revolving Credit Commitments are terminated and all
Swingline Loans and all other amounts owed hereunder with respect to Swingline
Loans shall be paid in full no later than that date. The applicable Borrower
shall give the Administrative Agent telephonic, written or telecopy notice (in
the case of telephonic notice, such notice shall be promptly confirmed in
writing or by telecopy) not later than 12:00 (noon), New York City time, on the
day of a proposed borrowing. Such notice shall be delivered on a Business Day,
shall be irrevocable, shall refer to this Agreement and shall specify the
requested date (which shall be a Business Day) and amount of such Swingline
Loan. The Administrative Agent shall give the Swingline Lender prompt written or
telecopy advice of any notice received from a Borrower pursuant to this
paragraph.

         (ii) In no event shall (A) the aggregate principal amount of Swingline
Loans outstanding at any time exceed the aggregate Swingline Loan Commitment in
effect at such time, (B) the Total Revolving Credit Exposure at any time exceed
the lesser of (x) the Total Revolving Credit Commitment at such time and (y) the
Borrowing Base in effect at such time, (C) the Total Credit Exposure at such
time exceed the lesser of (x) the Total Revolving Credit Commitment and (y) 90%
of the Interim Standby Base Amount in effect at such time or (D) the aggregate
Swingline Loan Commitment exceed at any time the Total Revolving Credit
Commitment in effect at such time. Swingline Loans may only be made as ABR
Loans.

         (iii) With respect to any Swingline Loans that have not been
voluntarily prepaid by the Borrowers, the Swingline Lender (by request to the
Administrative Agent) or Administrative Agent at any time may, and shall at any
time Swingline Loans in an amount equal to or greater than $1,000,000 shall have
been outstanding for more than 10 days, on one Business Day's notice, require
each Revolving Credit Lender, including the Swingline Lender, and each Lender
hereby agrees, subject to the provisions of this Section 2.01(c), to make a
Revolving Loan (which shall be funded as an ABR loan) in an amount equal to such
Lender's Pro Rata Percentage of the amount of the Swingline Loans ("Refunded
Swingline Loans") outstanding on the date notice is given that the Swingline
Lender requests the Lenders to prepay, provided that so long as no Default or
Event of Default shall have occurred and be continuing, the Lenders shall not be
required to make such Revolving Loans if the aggregate principal amount of
Swingline Loans outstanding as of any Tuesday of any week (or the first Business
Day occurring after any such Tuesday if such Tuesday is not a Business Day) is
less than $500,000.

<PAGE>   31
                                                                              24


         (iv) In the case of Revolving Loans made by Lenders other than the
Swingline Lender under the immediately preceding paragraph (iii), each such
Lender shall make the amount of its Revolving Loan available to the
Administrative Agent, in same day funds, at the office of the Administrative
Agent located at 270 Park Avenue, New York, New York, not later than 1:00 p.m.,
New York City time, on the Business Day next succeeding the date such notice is
given. The proceeds of such Revolving Loans shall be immediately delivered to
the Swingline Lender (and not to the Borrowers) and applied to repay the
Refunded Swingline Loans. On the day such Revolving Loans are made, the
Swingline Lender's Pro Rata Percentage of the Refunded Swingline Loans shall be
deemed to be paid with the proceeds of a Revolving Loan made by the Swingline
Lender and such portion of the Swingline Loans deemed to be so paid shall no
longer be outstanding as Swingline Loans and shall be outstanding as Revolving
Loans of Lenders. Each Borrower authorizes the Administrative Agent and the
Swingline Lender to charge such Borrower's account with the Administrative Agent
(up to the amount available in such account) in order to pay immediately to the
Swingline Lender the amount of such Refunded Swingline Loans to the extent
amounts received from Lenders, including amounts deemed to be received from the
Swingline Lender, are not sufficient to repay in full such Refunded Swingline
Loans. If any portion of any such amount paid (or deemed to be paid) to the
Swingline Lender should be recovered by or on behalf of a Borrower from the
Swingline Lender in bankruptcy, by assignment for the benefit of creditors or
otherwise, the loss of the amount so recovered shall be ratably shared among all
Lenders in the manner contemplated by Section 2.17. Subject to the proviso
contained in the first sentence of the preceding paragraph and to the compliance
by the Swingline Lender with the provisions of subparagraph (vii) below, each
Lender's obligation to make the Revolving Loans referred to in this paragraph
shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or
other right which such Lender may have against the Swingline Lender, either
Borrower or any other Person for any reason whatsoever; (B) the occurrence or
continuance of an Event of Default or a Default; (C) any adverse change in the
condition (financial or otherwise) of any of the Borrowers or the Subsidiaries;
(D) any breach of this Agreement or any other Loan Document by any of the Loan
Parties or any other Lender; or (E) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing. Nothing in this
Section 2.01(c) shall be deemed to relieve any Lender from its obligation to
fulfill its Commitments hereunder or to prejudice any rights that either
Borrower or the Swingline Lender may have against any Lender as a result of any
default by such Lender hereunder.

         (v) A copy of each notice given by the Swingline Lender or the
Administrative Agent pursuant to this Section 2.01(c) shall be promptly
delivered by the Swingline Lender to the Administrative Agent and each Borrower.
Upon the making of a Revolving Loan by a Lender pursuant to this Section
2.01(c), the amount so funded shall no longer be owed in respect of Swingline
Loans.

         (vi) If as a result of any bankruptcy or similar proceeding, Revolving
Loans are not made pursuant to this Section 2.01(c) sufficient to repay any
amounts owed to the Swingline Lender as a result of a nonpayment of outstanding
Swingline Loans, each Lender agrees to purchase, and shall be deemed to have
purchased, a participation in such outstanding Swingline Loans in an amount
equal to its Pro Rata Percentage of the unpaid amount together with accrued
interest thereon. Upon one Business Day's notice from the Swingline Lender, each
Lender shall deliver to the Swingline Lender an amount equal to its respective
participation in same day funds at the office of the Swingline Lender in New
York, New York. In order to evidence such participation each Lender agrees to
enter 

<PAGE>   32
                                                                              25



into a participation agreement at the request of the Swingline Lender in
form and substance reasonably satisfactory to all parties. In the event any
Lender fails to make available to the Swingline Lender the amount of such
Lender's participation as provided in this Section 2.01(c), the Swingline Lender
shall be entitled to recover such amount on demand from such Lender together
with interest at the customary rate set by the Swingline Lender for correction
of errors among banks in New York City for one Business Day and thereafter at
the Alternate Base Rate plus 2.00%.

         (vii) Notwithstanding anything herein to the contrary, the Swingline
Lender shall not make any Swingline Loans at any time the Swingline Lender is
aware that the conditions to the making of such Swingline Loan set forth in
Section 4.01 have not been satisfied unless such conditions shall have been
waived in accordance with this Agreement.

         (d) Within the limits set forth in paragraphs (a), (b) and (c) above,
the Borrowers may borrow, pay or prepay and reborrow Revolving Loans, Interim
Standby Loans and Swingline Loans on or after the Closing Date and prior to the
Maturity Date, in the case of Revolving Loans or Swingline Loans, or the Interim
Standby Maturity Date, in the case of Interim Standby Loans, subject to the
terms, conditions and limitations set forth herein.

         SECTION 2.02. Loans. (a) Each Loan shall be made as part of a Borrowing
consisting of Loans made by the Lenders ratably in accordance with their
applicable Commitments or Interim Standby Obligations, as applicable; provided,
however, that the failure of any Lender to make any Loan shall not relieve any
other Lender of its obligation to lend hereunder (it being understood, however,
that no Lender shall be responsible for the failure of any other Lender to make
any Loan required to be made by such other Lender). The Loans comprising any
Borrowing shall be in an aggregate principal amount which is (i) an integral
multiple of $1,000,000 (or, in the case of Swingline Loans and Interim Standby
Loans, $250,000) and not less than $3,000,000 (or, in the case of (A) Swingline
Loans and Interim Standby Loans, $250,000) or (ii) equal to the remaining
available balance of the applicable Commitments or Interim Standby Obligations,
as applicable, provided that Revolving Loans used to pay Refunded Swingline
Loans may be in the amount of such Refunded Swingline Loans.

         (b) Subject to Sections 2.08 and 2.12, each Borrowing shall be
comprised entirely of ABR Loans or (except in the case of Swingline Loans)
Eurodollar Loans as the Borrowers may request pursuant to Section 2.03. Each
Lender may at its option make any Eurodollar Loan by causing any domestic or
foreign branch or Affiliate of such Lender to make such Loan, provided that any
exercise of such option shall not affect the obligation of the applicable
Borrower to repay such Loan in accordance with the terms of this Agreement and
such Lender shall not be entitled to any amounts payable under Section 2.11 or
Section 2.17 in respect of increased costs arising as a result of such exercise.
Borrowings of more than one Type may be outstanding at the same time; provided,
however, that no Borrower shall be entitled to request any Borrowing that, if
made, would result in more than six Eurodollar Borrowings outstanding hereunder
at any time. For purposes of the foregoing, Borrowings having different Interest
Periods, regardless of whether they commence on the same date, shall be
considered separate Borrowings.

         (c) Subject to paragraph (f) below, each Lender shall make each Loan to
be made by it hereunder on the proposed date thereof by wire transfer to such
account as the Administrative Agent may designate in federal funds not later
than 11:00 a.m., New York City time, and the 


<PAGE>   33
                                                                              26




Administrative Agent shall by 12:00 (noon), New York City time, (i) in the case
of any Loan made to reimburse any L/C Disbursement or to refund any Swingline
Loan, apply the amounts so received to effect such reimbursement or refund as
contemplated by Section 2.19 or Section 2.01(c) and (ii) in the case of each
Loan the proceeds of which are to be received by a Borrower, credit the amounts
so received to an account designated by such Borrower in the applicable
Borrowing Request; provided, however, that if a Borrowing shall not occur on
such date because any condition precedent herein specified shall not have been
met, the Administrative Agent shall return the amounts so received to the
respective Lenders.

         (d) Unless the Administrative Agent shall have received notice from a
Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's portion of such Borrowing,
the Administrative Agent may assume that such Lender has made such portion
available to the Administrative Agent on the date of such Borrowing in
accordance with paragraph (c) above and may, in reliance upon such assumption,
make available to the applicable Borrower on such date a corresponding amount.
If the Administrative Agent shall have so made funds available then, to the
extent that such Lender shall not have made such portion available to the
Administrative Agent, such Lender and the applicable Borrower severally agree to
repay to the Administrative Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date such amount is made
available to such Borrower until the date such amount is repaid to the
Administrative Agent, at (i) in the case of such Borrower, the interest rate
applicable at the time to the Loans comprising such Borrowing and (ii) in the
case of such Lender, a rate determined by the Administrative Agent to represent
its cost of overnight or short-term funds (which determination shall be
conclusive absent manifest error). If such Lender shall repay to the
Administrative Agent such corresponding amount, such amount shall constitute
such Lender's Loan as part of such Borrowing for purposes of this Agreement.

         (e) Notwithstanding any other provision of this Agreement, no Borrower
shall be entitled to request (i) any Revolving Credit Borrowing if the Interest
Period requested with respect thereto would end after the Maturity Date or (ii)
any Interim Standby Borrowing if the Interest Period requested with respect
thereto would end after the Interim Standby Maturity Date.

         (f) Each Borrower may refinance all or any part of (i) a Revolving
Credit Borrowing with another Revolving Credit Borrowing or an Interim Standby
Borrowing or (ii) an Interim Standby Borrowing with another Interim Standby
Borrowing or a Revolving Credit Borrowing. Any Revolving Credit Borrowing,
Interim Standby Borrowing or part thereof so refinanced shall be deemed to be
repaid or prepaid in accordance with the applicable provisions of this Agreement
with the proceeds of the new Revolving Credit Borrowing or new Interim Standby
Borrowing, as the case may be, and the proceeds of such new Borrowing, to the
extent they do not exceed the principal amount of the Borrowing being
refinanced, shall not be paid by the Lenders to the Administrative Agent or by
the Administrative Agent to the Borrowers pursuant to paragraph (c) above.

         SECTION 2.03. Borrowing Procedure. In order to request a Borrowing, the
applicable Borrower shall hand deliver or telecopy to the Administrative Agent a
duly completed Borrowing Request substantially in the form of Exhibit C (a) in
the case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City
time, three Business Days before a proposed Borrowing, and (b) in the case of an
ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day
before a proposed Borrowing; provided, however, that Borrowing Requests with
respect to 

<PAGE>   34
                                                                              27




Borrowings to be made on the Closing Date may, at the discretion of the
Administrative Agent, be delivered later than the times specified above. Each
Borrowing Request shall be irrevocable, shall be signed by or on behalf of the
applicable Borrower and shall specify the following information: (i) whether the
Borrowing then being requested is to be a Eurodollar Borrowing or an ABR
Borrowing; (ii) the date of such Borrowing (which shall be a Business Day),
(iii) the amount of such Borrowing, (iv) if such Borrowing is to be a Eurodollar
Borrowing, the Interest Period with respect thereto and (v) whether such
Borrowing is to be a Revolving Credit Borrowing or an Interim Standby Borrowing;
provided, however, that, notwithstanding any contrary specification in any
Borrowing Request, each requested Borrowing shall comply with the requirements
set forth in Section 2.02. If no election as to the Type of Borrowing is
specified in any such notice, then the requested Borrowing shall be an ABR
Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is
specified in any such notice, then the applicable Borrower shall be deemed to
have selected an Interest Period of one month's duration. The Administrative
Agent shall promptly (and in any event on the same day that the Administrative
Agent receives such notice, if received by 1:00 p.m., New York City time, on
such day) advise the applicable Lenders of any notice given pursuant to this
Section 2.03 and of each Lender's portion of the requested Borrowing.

         If the applicable Borrower shall not have delivered a Borrowing Request
in accordance with this Section 2.03 prior to the end of the Interest Period
then in effect for any Revolving Credit Borrowing requesting that such Borrowing
be refinanced, then such Borrower shall (unless such Borrower has notified the
Administrative Agent, not less than three Business Days prior to the end of such
Interest Period, that such Borrowing is to be repaid at the end of such Interest
Period) be deemed to have delivered a Borrowing Request requesting that such
Borrowing be refinanced with a new Borrowing of equivalent amount, and such new
Borrowing shall be an ABR Borrowing.

         If the applicable Borrower shall not have delivered a Borrowing Request
in accordance with this Section 2.03 prior to the end of the Interest Period
then in effect for any Interim Standby Borrowing requesting that such Borrowing
by refinanced, then such Borrower shall (unless such Borrower has notified the
Administrative Agent, not less than three Business Days prior to the end of such
Interest Period, that such Borrowing is to be repaid at the end of such Interest
Period) to deemed to have delivered a Borrowing Request requesting that such
Borrowing be refinanced with a new Borrowing of equivalent amount, and such new
Borrowing shall be an ABR Borrowing.

         SECTION 2.04. Evidence of Debt; Repayment of Loans. (a) The Borrowers
agree, jointly and severally, to pay the outstanding principal balance of (i)
each Loan (other than Interim Standby Loans) on the Maturity Date and (ii) each
Interim Standby Loan on the Interim Standby Maturity Date. Each Loan shall bear
interest from the date of the first Borrowing hereunder on the outstanding
principal balance thereof as set forth in Section 2.06.

         (b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness to such Lender resulting from
each Loan made by such Lender from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time under
this Agreement.

         (c) The Administrative Agent shall maintain accounts in which it will
record (i) the amount of each Loan made hereunder, the Type of each Loan made
and the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable

<PAGE>   35
                                                                              28




from the Borrowers to each Lender hereunder and (iii) the amount of any sum
received by the Administrative Agent hereunder from the Borrowers and each
Lender's share thereof.

         (d) The entries made in the accounts maintained pursuant to paragraph
(b) and (c) of this Section 2.04 shall be prima facie evidence of the existence
and amounts of the obligations therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligations of the
Borrowers to repay the Loans in accordance with their terms.

         (e) Notwithstanding any other provision of this Agreement, in the event
any Lender shall request and receive a Note as provided in Section 9.04(h) or
otherwise, the interests represented by that Note shall at all times (including
after any assignment of all or part of such interests pursuant to Section 9.04)
be represented by one or more Notes payable to the payee named therein or its
registered assigns.

         SECTION 2.05. Fees. (a) The Borrowers agree, jointly and severally, to
pay to each Lender, through the Administrative Agent, on the last day of March,
June, September and December in each year, commencing September 30, 1997, and on
the date on which the Commitments of all the Lenders shall be terminated as
provided herein, (i) a commitment fee (a "Commitment Fee") on the average daily
unused amount of the Revolving Credit Commitments minus the average daily unused
amount of the Interim Standby Obligations of such Lender during the preceding
quarter (or other period commencing with the date of acceptance by the Borrowers
of the Revolving Credit Commitments of such Lender or ending with the date on
which the last of the Revolving Credit Commitments of such Lender shall be
terminated) at a rate per annum equal to 0.50%, provided that all Commitment
Fees accrued on or prior to the Restatement Closing Date shall be paid on the
last day of such quarter immediately following the Restatement Closing Date and
(ii) in the case of each Interim Standby Lender, an Interim Standby Obligation
fee (an "Interim Standby Fee") on the average daily unused amount of the Interim
Standby Obligation of such Interim Standby Lender during the preceding quarter
(or other period commencing with the date of acceptance by the Borrowers of the
Interim Standby Obligation of such Interim Standby Lender or ending with the
date on which the Interim Standby Obligation of such Interim Standby Lender
shall be terminated) at a rate per annum equal to 1.00%. All Commitment Fees and
all Interim Standby Fees shall be computed on the basis of the actual number of
days elapsed in a year of 365 or 366 days, as applicable. For the purpose of
calculating any Lender's Commitment Fee, the outstanding Swingline Loans during
the period for which such Lender's Commitment Fee is calculated shall be deemed
to be zero. The Commitment Fee due to each Lender shall commence to accrue on
the date of acceptance by the Borrowers of the Commitments of such Lender and
shall cease to accrue on the date on which the last of the Commitments of such
Lender shall be terminated as provided herein. The Interim Standby Fee due to
each Interim Standby Lender shall commence to accrue on the date of acceptance
by the Borrowers of the Interim Standby Obligation of such Interim Standby
Lender and shall cease to accrue on the date on which the Interim Standby
Obligation of such Interim Standby Lender shall be terminated as provided
herein.

         (b) The Borrowers from time to time agree, jointly and severally, to
pay (i) to each Lender, through the Administrative Agent, on the last day of
March, June, September and December of each year, commencing September 30, 1997,
and on the date on which the Revolving Credit Commitments of all the Lenders
shall be terminated as provided herein, a fee (an "L/C Participation 

<PAGE>   36
                                                                              29




Fee") on such Lender's Pro Rata Percentage of the average daily aggregate L/C
Exposure (excluding in each case the portion thereof attributable to
unreimbursed L/C Disbursements), during the preceding quarter (or shorter period
commencing with the date hereof or ending with the Maturity Date or the date on
which the Revolving Credit Commitments shall be terminated) at a rate per annum
equal to the spread over the Adjusted LIBO Rate from time to time in effect to
determine the interest rate on Eurodollar Revolving Loans pursuant to Section
2.06(b), provided that all L/C Participation Fees accrued on or prior to the
Restatement Closing Date shall be paid on the last day of such quarter
immediately following the Restatement Closing Date and (ii) to the Fronting
Bank, the fees separately agreed upon by the Borrowers and the Fronting Bank
plus, in connection with the issuance, amendment or transfer of any such Letter
of Credit or any L/C Disbursement thereunder, the Fronting Bank's customary
documentary and processing charges (collectively, the "Fronting Bank Fees"). All
L/C Participation Fees and Fronting Bank Fees that are payable on a per annum
basis shall be computed on the basis of the actual number of days elapsed in a
year of 365 or 366 days, as the case may be.

         (c) The Borrowers agree, jointly and severally, to pay to the
Administrative Agent, for its own account, the fees set forth in the letter
agreement dated March 1, 1996, between BarTech and the Administrative Agent at
the times and in the amounts set forth therein (the "Administrative Agent
Fees").

         (d) All Fees shall be paid on the dates due, in immediately available
funds, to the Administrative Agent for distribution, if and as appropriate,
among the Lenders, except that the Fronting Bank Fees shall be paid directly to
the Fronting Bank. Once paid, none of the Fees shall be refundable under any
circumstances.

         SECTION 2.06. Interest on Loans. (a) Subject to the provisions of
Section 2.07, the Loans comprising each ABR Borrowing shall bear interest
(computed on the basis of the actual number of days elapsed over a year of 365
or 366 days, as the case may be, when determined by reference to the Prime Rate
and over a year of 360 days at all other times) at a rate per annum equal to (i)
with respect to ABR Revolving Loans, the Alternate Base Rate plus 2.00%;
provided, however, that such rate shall increase to the Alternate Base Rate plus
2.50% at any time that Total Revolving Credit Exposure shall exceed 62.5% of
Total A/R and Inventory and (ii) with respect to ABR Interim Standby Loans, the
Alternate Base Rate plus 3.50%.

         (b) Subject to the provisions of Section 2.07, the Loans comprising
each Eurodollar Borrowing shall bear interest (computed on the basis of the
actual number of days elapsed over a year of 360 days) at a rate per annum equal
to (i) with respect to Eurodollar Revolving Loans, the Adjusted LIBO Rate for
the Interest Period in effect for such Borrowing plus 3.00%; provided, however,
that such rate shall increase to the Adjusted LIBO Rate plus 3.50% at any time
that Total Revolving Credit Exposure shall exceed 62.5% of Total A/R and
Inventory and (ii) with respect to Eurodollar Interim Standby Loans, the
Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus
4.50%.

         (c) The Borrowers agree, jointly and severally, to pay interest on each
Loan on the Interest Payment Dates applicable to such Loan except as otherwise
provided in this Agreement. All interest accrued on or prior to the Restatement
Closing Date shall be paid on the Interest Payment Date immediately following
the Restatement Closing Date. The applicable Alternate Base Rate or 



<PAGE>   37
                                                                              30



Adjusted LIBO Rate for each Interest Period or day within an Interest Period, as
the case may be, shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error. The Administrative
Agent shall give the Borrowers prompt notice of each such determination.

         SECTION 2.07. Default Interest. If the Borrowers shall default in the
payment of the principal of or interest on any Loan or any other amount becoming
due hereunder, by acceleration or otherwise, the Borrowers shall on demand from
time to time pay interest, to the extent permitted by law, on such defaulted
amount for the period beginning on the date of such default up to (but not
including) the date of actual payment (after as well as before judgment) at a
rate per annum (the "Default Rate") (computed on the basis of the actual number
of days elapsed over a year of 360 days) equal to (a) in the case of overdue
Loans, overdue interest thereon, overdue Commitment Fees, overdue Interim
Standby Fees, overdue L/C Participation Fees or other overdue amounts owing in
respect of Loans or other obligations (or the related Commitments) in respect of
the Revolving Credit Commitments or the Interim Standby Obligations, the rate
that would otherwise be applicable to ABR Loans pursuant to Section 2.06 plus
2.00% and (b) in the case of any other overdue amount, the Alternate Base Rate
plus 3.50%.

         SECTION 2.08. Alternate Rate of Interest. In the event, and on each
occasion, that on the day two Business Days prior to the commencement of any
Interest Period for a Eurodollar Borrowing the Administrative Agent shall have
determined that dollar deposits in the principal amounts of the Loans comprising
such Borrowing are not generally available in the London interbank market, or
that the rates at which such dollar deposits are being offered will not
adequately and fairly reflect the cost to any Lender of making or maintaining
its Eurodollar Loan during such Interest Period, or that reasonable means do not
exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall,
as soon as practicable thereafter, give written or telecopy notice of such
determination to the Borrowers and the Lenders. In the event of any such
determination, until the Administrative Agent shall have advised the Borrowers
and the Lenders that the circumstances giving rise to such notice no longer
exist, any request by a Borrower for a Eurodollar Borrowing pursuant to Section
2.03 shall be deemed to be a request for an ABR Borrowing. Each determination by
the Administrative Agent hereunder shall be conclusive absent manifest error.

         SECTION 2.09. Termination and Reduction of Commitments and Interim
Standby Obligations. (a) The Revolving Credit Commitments, the Swingline Loan
Commitment and the L/C Commitment shall be automatically and permanently
terminated at 5:00 p.m., New York City time, on the Maturity Date. The Interim
Standby Obligations shall be automatically and permanently terminated at 5:00
p.m., New York City time, on the Interim Standby Maturity Date.

         (b) Upon at least three Business Days' prior irrevocable written or
telecopy notice to the Administrative Agent, the Borrowers may at any time in
whole permanently terminate, or from time to time in part permanently reduce,
the Revolving Credit Commitments and the Interim Standby Obligations; provided,
however, that (i) (A) each partial reduction of any Commitments shall be in an
integral multiple of $500,000 (or, if less, the remaining amount of the
applicable Commitments) and (B) each partial reduction of any Interim Standby
Obligations shall be in an integral multiple of $100,000 (or if less, the
remaining amount of the Interim Standby Obligations at the time), (ii) the Total
Revolving Credit Commitment shall not be reduced to an amount that is less than
the Revolving Credit Exposure at the time, (iii) the Total Interim Standby
Obligation shall not be 


<PAGE>   38
                                                                              31




reduced to an amount that is less than the Total Interim Standby Exposure at the
time, (iv) upon any partial reduction of the Revolving Credit Commitments, the
Interim Standby Obligations shall be reduced by an equivalent amount, and (v)
upon termination of the Revolving Credit Commitments, the Interim Standby
Obligations shall also be terminated.

         (c) The Revolving Credit Commitments shall be automatically and
permanently reduced by an amount equal to any amount applied under paragraph
(f), (g) or (h) of Section 2.10 to prepay Revolving Credit Borrowings (other
than any such prepayment resulting from Net Cash Proceeds received from the
issuance of Capital Stock of BarTech pursuant to the 1997 Subscription
Agreement) (or that would have been required to be so applied if Revolving
Credit Borrowings equal to such amount had been outstanding). The Interim
Standby Obligations shall be automatically and permanently reduced by an amount
equal to any amount applied under paragraphs (f), (g) or (h) of Section 2.10 to
prepay Interim Standby Borrowings (other than any such prepayment resulting from
Net Cash Proceeds received from the issuance of Capital Stock of BarTech
pursuant to the 1997 Subscription Agreement) (or that would have been required
to be so applied if the Interim Standby Borrowings equal to such amount had been
outstanding).

         (d) Each reduction in the Commitments hereunder shall be made ratably
among the Lenders in accordance with their respective applicable Commitments.
The Borrowers shall pay to the Administrative Agent for the account of the
Lenders, on the date of each termination or reduction, the Commitment Fees and,
to the extent applicable, L/C Participation Fees on the amount of the
Commitments so terminated or reduced accrued to but excluding the date of such
termination or reduction.

         (e) Each reduction in the Interim Standby Obligations hereunder shall
be made ratably among the Interim Standby Lenders in accordance with their
respective Interim Standby Obligations. The Borrowers shall pay to the
Administrative Agent for the account of the Interim Standby Lenders, on the date
of each termination or reduction, the Interim Standby Fees on the amount of the
Interim Standby Obligations so terminated or reduced accrued to but excluding
the date of such termination or reduction.

         SECTION 2.10. Prepayment. (a) Subject to paragraph (j) of this Section
2.10, the Borrowers shall have the right at any time and from time to time to
prepay any Borrowing, in whole or in part, upon (i) in the case of any
Eurodollar Borrowing, at least three Business Days' or (ii) in the case of any
ABR Borrowing, one Business Day's, prior written or telecopy notice (or
telephone notice promptly confirmed by written or telecopy notice) to the
Administrative Agent; provided, however, that each partial prepayment (other
than of a Swingline Loan) shall be in an amount that is an integral multiple of
$500,000 (or, in the case of Interim Standby Loans, $100,000) and not less than
$1,000,000 (or, in the case of Interim Standby Loans, $250,000).

         (b) In the event of any termination of the Revolving Credit
Commitments, the Borrowers shall on the date of such termination, in accordance
with the provisions of paragraph (j) of this Section 2.10, repay or prepay all
the outstanding Swingline Loans, Revolving Credit Borrowings and Interim Standby
Borrowings, reduce the L/C Exposure to zero and cause all Letters of Credit to
be canceled and returned to the Fronting Bank. In the event of any partial
reduction of the Revolving Credit Commitments, then (i) at or prior to the
effective date of such reduction, the Administrative Agent shall notify the
Borrowers, the Swingline Lender and the Lenders of the Total Credit Exposure 

<PAGE>   39
                                                                              32




and (ii) if after giving effect to such reduction the Total Credit Exposure
would exceed the Total Revolving Credit Commitment, then the Borrowers shall, on
the date of such reduction, apply an amount equal to such excess first, to
prepay, in accordance with the provisions of paragraph (j) of this Section 2.10,
the then outstanding Loans (if any) and, second, after all outstanding Loans
have been paid in full, to cash collateralize outstanding Letters of Credit on
terms and pursuant to documentation satisfactory to the Collateral Agent as
security for the reimbursement obligations of the Borrowers in respect of
drawings thereunder.

         (c) In the event of any termination of the Interim Standby Obligations
(other than as a result of the partial reduction or termination of the Revolving
Credit Commitments) the Borrowers shall on the date of such termination repay or
prepay all the outstanding Interim Standby Borrowings. In the event of any
partial reduction of the Interim Standby Obligations (other than as a result of
the partial reduction of the Revolving Credit Commitments), then (i) at or prior
to the effective date of such reduction, the Administrative Agent shall notify
the Borrowers and the Interim Standby Lenders of the Total Interim Standby
Exposure and (ii) if after giving effect to such reduction the Total Interim
Standby Exposure would exceed the Total Interim Standby Obligation, then the
Borrowers shall, on the date of such reduction, apply an amount equal to such
excess to prepay the then outstanding Interim Standby Loans.

         (d) If on any date the Total Revolving Credit Exposure shall exceed the
Borrowing Base, the Borrowers shall on such date apply an amount equal to such
excess first, to prepay the then outstanding Revolving Loans (if any) and
Swingline Loans (if any) and, second, to cash collateralize outstanding Letters
of Credit on terms and pursuant to documentation satisfactory to the Collateral
Agent as security for the reimbursement obligations of the Borrowers in respect
of drawings thereunder.

         (e) If on any date the Total Interim Standby Exposure shall exceed the
Interim Standby Borrowing Amount, the Borrowers shall on such date apply an
amount equal to such excess to prepay the then outstanding Interim Standby
Loans, provided that, prior to making any prepayments pursuant to this paragraph
(e), the Borrowers shall have complied with paragraph (d) of this Section 2.10.

         (f) In the event that (i) BarTech shall elect to optionally redeem all
or any portion of the Senior Notes pursuant to the Senior Note Indenture as
permitted by Section 6.09(b)(i) and (ii) (x) on the date the related notice of
redemption is given, the Total Revolving Credit Exposure exceeds 62.5% of Total
A/R and Inventory or (y) the average daily Total Revolving Credit Exposure
during the 30-day period immediately preceding the date the related notice of
redemption is given exceeds 62.5% of Total A/R and Inventory, then the Borrowers
shall, concurrently with the delivery of such notice of redemption, apply an
amount equal to the greater of (1) the excess, if any, referred to in clause (x)
above and (2) the excess, if any, referred to in clause (y) above, first, to
prepay the then outstanding Loans (if any) and, second, to cash collateralize
outstanding Letters of Credit on terms and pursuant to documentation
satisfactory to the Collateral Agent as security for the reimbursement
obligations of the Borrowers in respect of drawings thereunder.

         (g) In the event that (i) BarTech shall be required to make an offer to
purchase, or shall elect to optionally redeem, all or any portion of the Senior
Notes pursuant to the Senior Note Indenture as permitted by Section 6.09(b)(ii)
or 6.09(b)(iii) and (ii) (x) on the date the related notice of 


<PAGE>   40
                                                                              33



redemption is given or the related offer to purchase is made, the Total
Revolving Credit Exposure exceeds 62.5% of Total A/R and Inventory or (y) the
average daily Total Revolving Credit Exposure during the 30-day period
immediately preceding the date such notice is given or such offer is made
exceeds 62.5% of Total A/R and Inventory, then the Borrowers shall, concurrently
with the delivery of such notice of redemption or offer to purchase, apply an
amount equal to the greater of (1) the excess, if any, referred to in clause (x)
above and (2) the excess, if any, referred to in clause (y) above, first, to
prepay the then outstanding Loans (if any), and second, to cash collateralize
outstanding Letters of Credit on terms and pursuant to documentation
satisfactory to the Collateral Agent as security for the reimbursement
obligations of the Borrowers in respect of drawings thereunder. Not later than
the date on which BarTech is required to deliver financial statements with
respect to the end of each Fiscal Year under Section 5.04(a), BarTech will
deliver to the Administrative Agent a certificate signed by a Financial Officer
of BarTech setting forth the amount, if any, of Excess Cash Flow for such Fiscal
Year and the calculation thereof in reasonable detail.

         (h) In the event that BarTech or any Subsidiary shall receive Net Cash
Proceeds from any issuance or sale of Capital Stock of BarTech or any
Subsidiary, the Borrowers shall, promptly upon (and in any event not later than
the third Business Day following) the receipt of such Net Cash Proceeds, apply
an amount equal to the Facility Pro Rata Percentage (or an amount equal to 100%
of such Net Cash Proceeds, in the case of Net Cash Proceeds received from the
issuance of Capital Stock of BarTech pursuant to the 1997 Subscription
Agreement) of such Net Cash Proceeds first, to prepay, in accordance with the
provisions of paragraph (j) of this Section 2.10, the then outstanding Loans (if
any) and, second, after all outstanding Loans have been paid in full, to cash
collateralize outstanding Letters of Credit on terms and pursuant to
documentation satisfactory to the Collateral Agent as security for the
reimbursement obligations of the Borrowers in respect of drawings thereunder.

         (i) If on any date the aggregate amount of cash and cash equivalents
held by BarTech and the Subsidiaries shall exceed the Cash Target Amount, the
Borrowers shall within one Business Day apply an amount equal to such excess to
prepay the Interim Standby Loans, provided that, prior to making any prepayments
pursuant to this paragraph (i), the Borrowers shall have complied with paragraph
(d) of this Section 2.10.

         (j) The Borrower shall apply all prepayments pursuant to this Section
2.10 (other than any such prepayments made pursuant to paragraph (d) of this
Section 2.10) first, to prepay Interim Standby Borrowings and second, after the
Interim Standby Borrowings have been paid in full, to prepay Revolving Credit
Borrowings; provided, however, that if an Event of Default shall have occurred
and be continuing, the Borrower shall apply all prepayments pursuant to this
Section 2.10 first, to prepay Revolving Credit Borrowings, second, to cash
collateralize outstanding Letters of Credit on terms and pursuant to
documentation satisfactory to the Collateral Agent as security for the
reimbursement obligations of the Borrowers in respect of drawings thereunder and
third, after all Revolving Credit Borrowings have been paid in full, to prepay
Interim Standby Borrowings.

         (k) Each notice of prepayment or reduction pursuant to this Section
2.10 shall specify the prepayment date and the principal amount of each
Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall
commit the Borrowers to prepay such Borrowing by the amount stated therein on
the date stated therein. All prepayments and reductions under this Section 2.10
shall be subject to Section 2.13 but otherwise without premium or penalty. All
prepayments of Eurodollar 

<PAGE>   41
                                                                              34




Borrowings under this Section 2.10 shall be accompanied by accrued interest on
the principal amount being prepaid to but excluding the date of payment.

         (l) In the event the amount of any prepayment required to be made above
shall exceed the aggregate principal amount of the ABR Loans required to be
prepaid (the amount of any such excess being called the "Excess Amount"), the
Borrowers shall have the right, in lieu of making such prepayment in full, to
prepay all the outstanding applicable ABR Loans and to deposit an amount equal
to the Excess Amount with the Collateral Agent in a cash collateral account
maintained (pursuant to documentation reasonably satisfactory to the
Administrative Agent) by and in the sole dominion and control of the Collateral
Agent. Any amounts so deposited shall be held by the Collateral Agent as
collateral for the Obligations and applied to the prepayment of the applicable
Eurodollar Loan at the end of the current Interest Periods applicable thereto.
On any Business Day on which (i) collected amounts remain on deposit in or to
the credit of any such cash collateral account after giving effect to the
payments made on such day pursuant to this Section 2.10(l) and (ii) the
Borrowers shall have delivered to the Collateral Agent a written request or a
telephonic request (which shall be promptly confirmed in writing) that such
remaining collected amounts be invested in the Permitted Investments specified
in such request, the Collateral Agent shall use its reasonable efforts to invest
such remaining collected amounts in such Permitted Investments; provided,
however, that the Collateral Agent shall have continuous dominion and full
control over any such investments (and over any interest that accrues thereon)
to the same extent that it has dominion and control over such cash collateral
account and no Permitted Investment shall mature after the end of the Interest
Period for which it is to be applied. No Borrower shall have the right to
withdraw any amount from any such cash collateral account until the applicable
Eurodollar Loan and accrued interest thereon are paid in full or if a Default or
Event of Default then exists or would result.

         SECTION 2.11. Reserve Requirements; Change in Circumstances. (a)
Notwithstanding any other provision herein, if after the date of this Agreement
any change in applicable law or regulation or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof (whether or not having the force of
law) shall change the basis of taxation of payments to any Lender or the
Fronting Bank in respect of any Letter of Credit or of the principal of or
interest on any Eurodollar Loan made by such Lender or any Fees or other amounts
payable hereunder (other than changes in respect of (i) taxes imposed on the
overall net income of such Lender or the Fronting Bank by the jurisdiction in
which such Lender or the Fronting Bank has its principal office or by any
political subdivision or taxing authority therein and (ii) any Taxes described
in Section 2.17), or shall impose, modify or deem applicable any reserve,
special deposit or similar requirement against assets or deposits with or for
the account of or credit extended by or, in the case of the Letters of Credit,
participated in by such Lender (except any such reserve requirement which is
reflected in the Adjusted LIBO Rate) or the Fronting Bank or shall impose on
such Lender or the Fronting Bank or the interbank Eurodollar market any other
condition affecting this Agreement, any Letter of Credit (or any participation
with respect thereto), the L/C Exposure, the L/C Commitment or any Eurodollar
Revolving Loan of such Lender or the Fronting Bank, and the result of any of the
foregoing shall be to increase the cost to such Lender or the Fronting Bank of
making or maintaining its L/C Exposure, its L/C Commitment or any Eurodollar
Loan (or, in the case of the Fronting Bank, of making any payment under any
Letter of Credit) or to reduce the amount of any sum received or receivable by
such Lender or the Fronting Bank hereunder (whether of principal, interest or
otherwise) by an amount deemed by such Lender or the Fronting 

<PAGE>   42
                                                                              35



Bank to be material, then from time to time the Borrowers will pay to such
Lender or the Fronting Bank upon demand such additional amount or amounts as
will compensate such Lender or the Fronting Bank for such additional costs
incurred or reduction suffered.

         (b) If any Lender or the Fronting Bank shall have determined that the
adoption after the date hereof of any law, rule, regulation or guideline
regarding capital adequacy, or any change after the date hereof in any of the
foregoing or in the interpretation or administration of any of the foregoing by
any Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or any
lending office of such Lender) or the Fronting Bank or any Lender's or the
Fronting Bank's holding company with any request or directive regarding capital
adequacy (whether or not having the force of law) made or issued after the date
hereof by any such authority, central bank or comparable agency, has or would
have the effect of reducing the rate of return on such Lender's or the Fronting
Bank's capital or on the capital of such Lender's or the Fronting Bank's holding
company, if any, as a consequence of this Agreement or its obligations pursuant
hereto to a level below that which such Lender or the Fronting Bank or such
Lender's or the Fronting Bank's holding company would have achieved but for such
adoption, change or compliance (taking into consideration such Lender's or the
Fronting Bank's policies and the policies of such Lender's or the Fronting
Bank's holding company with respect to capital adequacy) by an amount deemed by
such Lender or the Fronting Bank to be material, then from time to time the
Borrowers shall pay to such Lender or the Fronting Bank upon demand such
additional amount or amounts as will compensate such Lender or the Fronting Bank
or such Lender's or the Fronting Bank's holding company for any such reduction
suffered.

         (c) A certificate of each Lender or the Fronting Bank setting forth
such amount or amounts as shall be necessary to compensate such Lender or the
Fronting Bank or its holding company as specified in paragraph (a) or (b) above,
as the case may be, shall be delivered to the Borrowers through the
Administrative Agent and shall be conclusive absent manifest error. The
Borrowers shall pay each Lender or the Fronting Bank the amount shown as due on
any such certificate delivered by it within 10 days after its receipt of the
same.

         (d) Failure or delay on the part of any Lender or the Fronting Bank to
demand compensation for any increased costs or reduction in amounts received or
receivable or reduction in return on capital shall not constitute a waiver of
such Lender's or the Fronting Bank's right to demand such compensation, except
that no Lender nor the Fronting Bank shall be entitled to compensation under
this Section 2.11 for any costs incurred or reduction suffered with respect to
any date unless such Lender or the Fronting Bank, as applicable, shall have
notified the Borrowers that it will demand compensation for such costs or
reductions under paragraph (c) above, not more than six months after the later
of (i) such date and (ii) the date on which such Lender or the Fronting Bank, as
applicable, shall have become aware of such costs or reductions. The protection
of this Section 2.11(d) shall be available to each Lender and the Fronting Bank
regardless of any possible contention of the invalidity or inapplicability of
the law, rule, regulation, guideline or other change or condition that shall
have occurred or been imposed.

<PAGE>   43
                                                                              36




         SECTION 2.12. Change in Legality. (a) Notwithstanding any other
provision herein, if the adoption of or any change in any law or regulation or
in the interpretation thereof by any Governmental Authority charged with the
administration or interpretation thereof shall make it unlawful for any Lender
to make or maintain any Eurodollar Loan or to give effect to its obligations as
contemplated hereby with respect to any Eurodollar Loan, then, by written notice
to the Borrowers and to the Administrative Agent, such Lender may:

                  (i) declare that Eurodollar Loans will not thereafter be made
         by such Lender hereunder, whereupon any request by a Borrower for a
         Eurodollar Borrowing shall, as to such Lender only, be deemed a request
         for an ABR Loan unless such declaration shall be subsequently
         withdrawn; and

                  (ii) require that all outstanding Eurodollar Loans made by it
         be converted to ABR Loans, in which event all such Eurodollar Loans
         shall be automatically converted to ABR Loans as of the effective date
         of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under subparagraphs (i) and
(ii) above, all payments and prepayments of principal which would otherwise have
been applied to repay the Eurodollar Loans that would have been made by such
Lender or the converted Eurodollar Loans of such Lender shall instead be applied
to repay the ABR Loans made by such Lender in lieu of, or resulting from the
conversion of, such Eurodollar Loans.

         (b) For purposes of this Section 2.12, a notice to the Borrowers by any
Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day
of the Interest Period currently applicable to such Eurodollar Loan; in all
other cases such notice shall be effective on the date of receipt by the
Borrowers.

         SECTION 2.13. Indemnity. The Borrowers shall, jointly and severally,
indemnify each Lender against any loss or expense (other than taxes) that such
Lender may sustain or incur as a consequence of (a) any failure by the Borrowers
to fulfill on the date of any Borrowing or proposed Borrowing hereunder the
applicable conditions set forth in Article IV, (b) any failure by the Borrowers
to borrow or to refinance, convert or continue any Loan hereunder after
irrevocable notice of such Borrowing, refinancing, conversion or continuation
has been given pursuant to Section 2.03, (c) any payment, prepayment or
conversion of a Eurodollar Loan required by any other provision of this
Agreement or otherwise made or deemed made on a date other than the last day of
the Interest Period applicable thereto, (d) any default in payment or prepayment
of the principal amount of any Loan or any part thereof or interest accrued
thereon, as and when due and payable (at the due date thereof, whether by
scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise)
or (e) the occurrence of any Event of Default, including, in each such case, any
loss or reasonable expense sustained or incurred or to be sustained or incurred
in liquidating or employing deposits from third parties acquired to effect or
maintain such Loan or any part thereof as a Eurodollar Loan. Such loss or
reasonable expense shall exclude loss of margin hereunder but shall include an
amount equal to the excess, if any, as reasonably determined by such Lender, of
(i) its cost of obtaining the funds for the Loan being paid, prepaid, converted
or not borrowed, converted or continued (assumed to be the Adjusted LIBO Rate
applicable thereto) for the period from the date of such payment, prepayment,
conversion or failure to borrow, convert or continue to the last day of the
Interest Period for such Loan (or, in the case of a failure to borrow, convert
or continue, the Interest Period for such 


<PAGE>   44
                                                                              37



Loan which would have commenced on the date of such failure) over (ii) the
amount of interest (as reasonably determined by such Lender) that would be
realized by such Lender in reemploying the funds so paid, prepaid, converted or
not borrowed, converted or continued for such period or Interest Period, as the
case may be. A certificate of any Lender setting forth any amount or amounts
which such Lender is entitled to receive pursuant to this Section 2.13 (and the
reasons therefor) shall be delivered to the Borrowers through the Administrative
Agent and shall be conclusive absent manifest error.

         SECTION 2.14. Pro Rata Treatment. (a) Except as required under Section
2.12, each Borrowing (other than an Interim Standby Borrowing), each payment or
prepayment of principal of any Borrowing (other than an Interim Standby
Borrowing), each payment of interest on the Loans (other than Interim Standby
Loans), each reimbursement of L/C Disbursements, each payment of the Commitment
Fee, or L/C Participation Fees, each reduction of the Revolving Credit
Commitments and each refinancing of any Borrowing (other than Interim Standby
Borrowings) with, conversion of any Borrowing (other than Interim Standby
Borrowings) to or continuation of any Borrowing (other than Interim Standby
Borrowings) as a Borrowing (other than Interim Standby Borrowings) of any Type
shall be allocated (except in the case of Swingline Loans) pro rata among the
Lenders in accordance with their respective applicable Commitments (or, if such
Commitments shall have expired or been terminated, in accordance with the
respective principal amounts of their applicable outstanding Loans or
participations in L/C Disbursements, as applicable). Each Lender agrees that in
computing such Lender's portion of any Borrowing or L/C Disbursement, the
Administrative Agent may, in its discretion, round each Lender's percentage of
such Borrowing or L/C Disbursement, computed in accordance with Section 2.01, to
the next higher or lower whole dollar amount.

         (b) Except as required under Section 2.12, each Interim Standby
Borrowing, each payment or prepayment of principal of any Interim Standby
Borrowing, each payment of interest on the Interim Standby Loans, each payment
of the Interim Standby Fee, each reduction of the Interim Standby Obligations
and each refinancing of any Interim Standby Borrowing with, conversion of any
Interim Standby Borrowing to or continuation of any Interim Standby Borrowing as
an Interim Standby Borrowing of any Type shall be allocated pro rata among the
Interim Standby Lenders in accordance with their respective applicable Interim
Standby Obligations (or, if such Interim Standby Obligations shall have expired
or been terminated, in accordance with the respective principal amounts of their
applicable outstanding Interim Standby Loans). Each Interim Standby Lender
agrees that in computing such Interim Standby Lender's portion of any Interim
Standby Borrowing, the Administrative Agent may, in its discretion, round each
Interim Standby Lender's percentage of such Interim Standby Borrowing, computed
in accordance with Section 2.01, to the next higher or lower whole dollar
amount.

         SECTION 2.15. Sharing of Setoffs. Each Lender agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim against
a Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the
United States Code or other security or interest arising from, or in lieu of,
such secured claim, received by such Lender under any applicable bankruptcy,
insolvency or other similar law or otherwise, or by any other means, obtain
payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as
a result of which the unpaid principal portion of its Loans or L/C Disbursements
made pursuant to any Commitment (or, after acceleration of the Loans pursuant to
Article VII, applicable to any Loan or L/C Disbursement) shall be
proportionately less than the unpaid principal portion of the Loans or L/C
Disbursements of any other Lender made 

<PAGE>   45
                                                                              38




pursuant to such Commitments (or, after acceleration of the Loans pursuant to
Article VII, applicable to any Loan or L/C Disbursement), first, such Lender
shall be deemed simultaneously to have purchased from such other Lender at face
value, and shall promptly pay to such other Lender the purchase price for, an
interest in the Loans (other than Interim Standby Loans) or L/C Disbursements of
such other Lender, so that the aggregate unpaid principal amount of such Loans
or L/C Disbursements and interests in such Loans or L/C Disbursements held by
each such Lender shall be in the same proportion to the aggregate unpaid
principal amount of all such Loans or L/C Disbursements then outstanding under
such Commitments as the principal amount of such Loans or L/C Disbursements of
such Lender under such Commitments prior to such exercise of banker's lien,
setoff or counterclaim or other event was to the principal amount of all such
Loans or L/C Disbursements outstanding prior to such exercise of banker's lien,
setoff or counterclaim or other event; and second, after the Loans (other than
Interim Standby Loans) and L/C Disbursements have been paid in full, such Lender
shall be deemed simultaneously to have purchased from such other Lender at face
value, and shall promptly pay to such other Lender the purchase price for, an
interest in the Interim Standby Loans of such other Lender, so that the
aggregate unpaid principal amount of the Interim Standby Loans and interests in
Interim Standby Loans held by each such Lender shall be in the same proportion
to the aggregate unpaid principal amount of all Interim Standby Loans then
outstanding as the principal amount of the Interim Standby Loans of such Lender
prior to such exercise of banker's lien, setoff or counterclaim or other event
was to the principal amount of all Interim Standby Loans outstanding prior to
such exercise of banker's lien, setoff or counterclaim or other event; provided,
however, that, if any such purchase or purchases or adjustments shall be made
pursuant to this Section 2.15 and the payment giving rise thereto shall
thereafter be recovered, such purchase or purchases or adjustments shall be
rescinded to the extent of such recovery and the purchase price or prices or
adjustment restored without interest. The Borrowers expressly consent to the
foregoing arrangements and agree that any Lender holding an interest in a Loan
or L/C Disbursement deemed to have been so purchased may exercise any and all
rights of banker's lien, setoff or counterclaim with respect to any and all
moneys owing by the applicable Borrower to such Lender by reason thereof as
fully as if such Lender had made a Loan directly to, or L/C Disbursement
directly for the benefit of, such Borrower in the amount of such interest.

         SECTION 2.16. Payments. (a) The Borrowers shall make each payment
(including principal of or interest on any Borrowing or L/C Disbursement or any
Fees or other amounts) required to be made by it hereunder and under any other
Loan Document without set-off or counterclaim not later than 12:00 noon, New
York City time, on the date when due in Dollars to the Administrative Agent at
its offices at 270 Park Avenue, New York, New York, in immediately available
funds. The Administrative Agent shall distribute such payments to the Lenders
and the Fronting Bank promptly upon receipt in like funds as received.

         (b) Whenever any payment (including principal of or interest on any
Borrowing or L/C Disbursement or any Fees or other amounts) hereunder or under
any other Loan Document shall become due, or otherwise would occur, on a day
that is not a Business Day, such payment may be made on the next succeeding
Business Day (except in the case of payment of principal of a Eurodollar
Borrowing if the effect of such extension would be to extend such payment into
the next succeeding month, in which event such payment shall be due on the
immediately preceding Business Day), and such extension of time shall in such
case be included in the computation of interest or Fees, if applicable.

<PAGE>   46
                                                                              39




         SECTION 2.17. Taxes. (a) Any and all payments by the Borrowers to the
Administrative Agent, the Fronting Bank or the Lenders hereunder or under the
other Loan Documents shall be made, in accordance with Section 2.16, free and
clear of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, excluding (i) in the case of each Lender, the Fronting Bank and the
Administrative Agent, taxes that would not be imposed but for a connection
between such Lender, the Fronting Bank or the Administrative Agent (as the case
may be) and the jurisdiction imposing such tax, other than a connection arising
solely by virtue of the activities of such Lender, the Fronting Bank or the
Administrative Agent (as the case may be) pursuant to or in respect of this
Agreement or under any other Loan Document, including entering into, lending
money or extending credit pursuant to, receiving payments under, or enforcing,
this Agreement or any other Loan Document, and (ii) in the case of each Lender,
the Fronting Bank and the Administrative Agent, any United States withholding
taxes payable with respect to any payments made hereunder or under the other
Loan Documents under laws (including any statute, treaty, ruling, determination
or regulation) in effect on the Initial Date (as hereinafter defined) applicable
to such Lender, the Fronting Bank or the Administrative Agent, as the case may
be, but not excluding any United States withholding taxes payable solely as a
result of any change in such laws occurring after the Initial Date (all such
non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter referred to as "Taxes"). For purposes of this
Section 2.17, the term "Initial Date" shall mean (i) in the case of the
Administrative Agent, the Fronting Bank or any Lender, the date on which such
person became a party to this Agreement and (ii) in the case of any assignment,
including any assignment by a Lender or the Fronting Bank to a new lending
office, the date of such assignment. If any Taxes shall be required by law to be
deducted from or in respect of any sum payable hereunder or under any other Loan
Document to any Lender, the Fronting Bank or the Administrative Agent, (i) the
sum payable by the Borrowers shall be increased as may be necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.17) such Lender, the Fronting Bank
or the Administrative Agent, as the case may be, receives an amount equal to the
sum it would have received had no such deductions been made, (ii) the Borrowers
shall make such deductions and (iii) the Borrowers shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance
with applicable law. No Borrower shall, however, be required to pay any amounts
pursuant to clause (i) of the preceding sentence to any Lender, the Fronting
Bank or the Administrative Agent not organized under the laws of the United
States of America or a state thereof if such Lender, the Fronting Bank or the
Administrative Agent fails to comply with the requirements of paragraph (f) and
paragraph (g) of this Section 2.17.

         (b) In addition, the Borrowers agree, jointly and severally, to pay any
present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies which arise from the execution, delivery or
registration of, or otherwise with respect to, this Agreement or any other Loan
Document (hereinafter referred to as "Other Taxes").

         (c) The Borrowers will, jointly and severally, indemnify each Lender,
the Fronting Bank and the Administrative Agent for the full amount of Taxes and
Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on
amounts payable under this Section 2.17) paid by such Lender, the Fronting Bank
or the Administrative Agent, as the case may be, and any liability (including
penalties, interest and expenses including reasonable attorney's fees and
expenses) arising therefrom or with respect thereto whether or not such Taxes or
Other Taxes were correctly or legally asserted. A certificate as to the amount
of such payment or liability prepared by a Lender (or 


<PAGE>   47
                                                                              40




Transferee), the Fronting Bank or the Administrative Agent, absent manifest
error, shall be final, conclusive and binding for all purposes, provided that if
the Borrowers reasonably believe that such Taxes were not correctly or legally
asserted, such Lender, the Fronting Bank or the Administrative Agent, as the
case may be shall use reasonable efforts to cooperate with the Borrowers to
obtain a refund of such Taxes or Other Taxes. Such indemnification shall be made
within 10 days after the date any Lender, the Fronting Bank or the
Administrative Agent, as the case may be, makes written demand therefor. If a
Lender, the Fronting Bank or the Administrative Agent shall become aware that it
is entitled to receive a refund in respect of Taxes or Other Taxes, it shall
promptly notify the Borrowers of the availability of such refund and shall,
within 30 days after receipt of a request by the Borrowers, pursue or timely
claim such refund at the Borrowers' expense. If any Lender, the Fronting Bank or
the Administrative Agent receives a refund in respect of any Taxes or Other
Taxes for which such Lender, the Fronting Bank or the Administrative Agent has
received payment from the Borrowers hereunder, it shall promptly repay such
refund (plus any interest received) to the Borrowers (but only to the extent of
indemnity payments made, or additional amounts paid, by the Borrowers under this
Section 2.17 with respect to the Taxes or Other Taxes giving rise to such
refund), provided that the Borrowers, upon the request of such Lender, the
Fronting Bank or the Administrative Agent, agrees to return such refund (plus
any penalties, interest or other charges required to be paid) to such Lender,
the Fronting Bank or the Administrative Agent in the event such Lender, the
Fronting Bank or the Administrative Agent is required to repay such refund to
the relevant taxing authority.

         (d) Within 30 days after the date of any payment of Taxes or Other
Taxes withheld by a Borrower in respect of any payment to any Lender, the
Fronting Bank or the Administrative Agent, such Borrower will furnish to the
Administrative Agent, at its address referred to in Section 9.01, the original
or a certified copy of a receipt evidencing payment thereof.

         (e) Without prejudice to the survival of any other agreement contained
herein, the agreements and obligations contained in this Section 2.17 shall
survive the payment in full of principal and interest hereunder, the expiration
of the Letters of Credit and the termination of the Commitments.

         (f) Each Lender, the Fronting Bank and the Administrative Agent that is
not organized under the laws of the United States of America or a state thereof
agrees that at least 10 days prior to the first Interest Payment Date following
the Initial Date in respect of the Fronting Bank or such Lender, it will (i)
deliver to the Borrowers and the Administrative Agent (if appropriate) two duly
completed copies of either United States Internal Revenue Service Form 1001 or
4224 or successor applicable form, as the case may be, certifying in each case
that the Fronting Bank, such Lender or the Administrative Agent, as the case may
be, is entitled to receive payments under this Agreement and the other Loan
Documents payable to it without deduction or withholding of any United States
federal income taxes and backup withholding taxes or is entitled to receive such
payments at a reduced rate pursuant to a treaty provision or (ii) in the case of
a Lender that is not a "bank" within the meaning of Section 881(c)(3) of the
Code, (A) deliver to the Borrowers and the Administrative Agent (I) a statement
under penalties of perjury that such Lender (w) is not a "bank" under Section
881(c)(3)(A) of the Code, is not subject to regulatory or other legal
requirements as a bank in any jurisdiction, and has not been treated as a bank
for purposes of any tax, securities law or other filing or submission made to
any Governmental Authority, any application made to a rating agency or
qualification for any exemption from tax, securities law or other legal
requirements, (x) is not a 10-

<PAGE>   48
                                                                              41




percent shareholder within the meaning of Section 881(c)(3)(B) of the Code, (y)
is not a controlled foreign corporation receiving interest from a related person
within the meaning of Section 881(c)(3)(c) of the Code and (z) is not a "conduit
entity" within the meaning of U.S. Treasury Regulations Section 1.881-3 and (II)
an Internal Revenue Service Form W-8; (B) deliver to the Borrowers and the
Administrative Agent a further copy of said Form W-8, or any successor
applicable form or other manner of certification on or before the date that any
such Form W-8 expires or becomes obsolete or after the occurrence of any event
requiring a change in the most recent form previously delivered by such Lender;
and (C) obtain such extensions of time for filing and complete such forms or
certifications as may be reasonably requested by the Borrowers or the
Administrative Agent; unless in any such case an event (including any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders any such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
form with respect to it and such Lender so advises the Borrowers and the
Administrative Agent. In the case of a Lender providing a Form 1001 or 4224,
such Lender also agrees to provide a Form W-8 or W-9, certifying that it is
entitled to an exemption from United States backup withholding tax. Each Person
that shall become a participant pursuant to Section 9.04 shall, upon the
effectiveness of the related transfer, be required to provide all the forms and
statements required pursuant to this paragraph (f) to the Lender from which the
related participation shall have been purchased. Unless the Borrowers and the
Administrative Agent have received forms, certificates and other documents
required by this Section 2.17(f) indicating that payments hereunder or under
this Agreement, any other Loan Document or the Letters of Credit to or for the
Fronting Bank or Lender not incorporated under the laws of the United States or
a state thereof are not subject to United States withholding tax or are subject
to such tax at a rate reduced by an applicable tax treaty, the Borrowers or the
Administrative Agent shall withhold such taxes from such payments at the
applicable statutory rate.

         (g) The Fronting Bank and any Lender claiming any additional amounts
payable pursuant to this Section 2.17 shall use reasonable efforts (consistent
with legal and regulatory restrictions) to file any certificate or document
requested in writing by the Borrowers or to change the jurisdiction of its
applicable lending office, if the making of such a filing or change would avoid
the need for or reduce the amount of any such additional amounts which would be
payable or may thereafter accrue and would not, in the sole determination of the
Fronting Bank or such Lender, be otherwise disadvantageous to the Fronting Bank
or such Lender.

         (h) Nothing contained in this Section 2.17 shall require any Lender,
the Fronting Bank or the Administrative Agent to make available any of its tax
returns (or any other information that it deems to be confidential or
proprietary).

         SECTION 2.18. Assignment of Commitments Under Certain Circumstances;
Duty to Mitigate. (a) In the event (i) any Lender or the Fronting Bank delivers
a certificate requesting compensation pursuant to Section 2.11, (ii) any Lender
or the Fronting Bank delivers a notice described in Section 2.12, (iii) any
Borrower is required to pay any additional amount to any Lender or the Fronting
Bank or any Governmental Authority on account of any Lender or the Fronting Bank
pursuant to Section 2.17, or (iv) any Lender (x) fails to make available to the
Administrative Agent such Lender's portion of any Borrowing within three
Business Days following the date of such Borrowing, (y) fails to repay to the
Administrative Agent forthwith on demand any amount made available by the
Administrative Agent to any Borrower pursuant to Section 2.02(d) in respect of
such 


<PAGE>   49
                                                                              42




Lender's portion of any Borrowing, plus accrued interest thereon, or (z) gives
notice to the Administrative Agent prior to the date of any Borrowing that such
Lender will not make available to the Administrative Agent such Lender's portion
of such Borrowing, the Borrowers may, at their sole expense and effort, upon
notice to such Lender or the Fronting Bank and the Administrative Agent, require
such Lender or the Fronting Bank to transfer and assign, without recourse (in
accordance with and subject to the restrictions contained in Section 9.04), all
of its interests, rights and obligations under this Agreement to an assignee
which shall assume such assigned obligations (which assignee shall be designated
in such notice and may be another Lender, if a Lender accepts such assignment),
provided that (x) such assignment shall not conflict with any law, rule or
regulation or order of any court or other Governmental Authority having
jurisdiction, (y) the Borrowers shall have received the prior written consent of
the Administrative Agent and the Fronting Bank, which consents shall not
unreasonably be withheld, and (z) the Borrowers or such assignee shall have paid
to the affected Lender or the Fronting Bank in immediately available funds an
amount equal to the sum of the principal of and interest accrued to the date of
such payment on the outstanding Loans and participations in L/C Disbursements of
such Lender or the Fronting Bank plus all Fees and other amounts accrued for the
account of such Lender or the Fronting Bank hereunder (including any amounts
under Section 2.11 and Section 2.13), and provided further that, if prior to any
such transfer and assignment the circumstances or event that resulted in such
Lender's or the Fronting Bank's claim for compensation under Section 2.11 or
notice under Section 2.12 or the amounts paid pursuant to Section 2.17, as the
case may be, cease to cause such Lender or the Fronting Bank to suffer increased
costs or reductions in amounts received or receivable or reduction in return on
capital, or cease to have the consequences specified in Section 2.12, or cease
to result in amounts being payable under Section 2.17, as the case may be
(including as a result of any action taken by such Lender or the Fronting Bank
pursuant to paragraph (b) below), or if such Lender or the Fronting Bank shall
waive its right to claim further compensation under Section 2.11 in respect of
such circumstances or event, shall withdraw its notice under Section 2.12, shall
waive its right to further payments under Section 2.17 in respect of such
circumstances or event, shall make the payments contemplated by clause (iv)
above or shall withdraw the notice described in subclause (z) of clause (iv)
above, as the case may be, then such Lender or the Fronting Bank shall not
thereafter be required to make any such transfer and assignment hereunder.

         (b) If (i) any Lender or the Fronting Bank shall request compensation
under Section 2.11, (ii) any Lender or the Fronting Bank delivers a notice
described in Section 2.12 or (iii) any Borrower is required to pay any
additional amount to any Lender or the Fronting Bank or any Governmental
Authority on account of any Lender or the Fronting Bank pursuant to Section
2.17, then, such Lender or the Fronting Bank shall use reasonable efforts (which
shall not require such Lender or the Fronting Bank to incur an unreimbursed loss
or unreimbursed cost or expense or otherwise take any action inconsistent with
its internal policies or legal or regulatory restrictions or suffer any
disadvantage or burden deemed by it to be significant) (x) to file any
certificate or document reasonably requested in writing by the Borrowers or (y)
to assign its rights and delegate and transfer its obligations hereunder to
another of its offices, branches or affiliates, if such filing or assignment
would reduce its claims for compensation under Section 2.11 or enable it to
withdraw its notice pursuant to Section 2.12 or would reduce amounts payable
pursuant to Section 2.17, as the case may be, in the future. The Borrowers
hereby agree, jointly and severally, to pay all reasonable costs and expenses
incurred by any Lender or the Fronting Bank in connection with any such filing
or assignment, delegation and transfer.

<PAGE>   50
                                                                              43




         SECTION 2.19. Letters of Credit. (a) General. Each Borrower may request
the issuance of a Letter of Credit, in a form reasonably acceptable to the
Administrative Agent and the Fronting Bank, appropriately completed, for the
account of such Borrower at any time and from time to time while the Revolving
Credit Commitments remain in effect. This Section 2.19(a) shall not be construed
to impose an obligation upon the Fronting Bank to issue any Letter of Credit
that is inconsistent with the terms and conditions of this Agreement or that
would result in there existing Letters of Credit in an aggregate stated amount
at any time in excess of $15,000,000.

         (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. In order to request the issuance of a Letter of Credit (or to
request that the Fronting Bank amend, renew or extend an existing Letter of
Credit), the applicable Borrower shall hand deliver or telecopy to the Fronting
Bank and the Administrative Agent (reasonably in advance of the requested date
of issuance, amendment, renewal or extension) a notice requesting the issuance
of such Letter of Credit, or identifying any Letter of Credit to be amended,
renewed or extended, and specifying the date of issuance, amendment, renewal or
extension, the date on which such Letter of Credit is to expire (which shall
comply with paragraph (c) below), the amount of such Letter of Credit to be
issued, amended, renewed or extended, the name and address of the beneficiary
thereof and such other information as shall be necessary to prepare such Letter
of Credit or grant such issuance, amendment, renewal or extension. Following
receipt of such notice and prior to the issuance, amendment, renewal or
extension of any Letter of Credit the Administrative Agent shall notify the
Borrowers and the Fronting Bank of the amount of the Total Revolving Credit
Exposure after giving effect to (i) the issuance, amendment, renewal or
extension of such Letter of Credit, (ii) the issuance or expiration of any other
Letter of Credit that is to be issued or will expire prior to the requested date
of issuance of such Letter of Credit and (iii) the borrowing or repayment of any
Revolving Loans and Swingline Loans that (based upon notices delivered to the
Administrative Agent by the Borrowers) are to be borrowed or repaid prior to the
requested date of issuance, amendment, renewal or extension of such Letter of
Credit. Each Letter of Credit shall be issued, amended, renewed or extended
subject to the terms and conditions and relying on the representations and
warranties of the Loan Parties set forth herein and in the other Loan Documents,
and in any case only if, and upon issuance, amendment, renewal or extension of
each Letter of Credit the Borrowers shall be deemed to represent and warrant
that, after giving effect to such issuance, amendment, renewal or extension and
any simultaneous repayment of Revolving Credit Borrowings (including any such
repayment with the proceeds of Interim Standby Borrowings), (i) the Total
Revolving Credit Exposure shall not exceed the lesser of (A) the Total Revolving
Credit Commitment and (B) the Borrowing Base in effect at such time and (ii) the
Total Credit Exposure at such time shall not exceed the lesser of (A) the Total
Revolving Credit Commitment and (B) 90% of the Interim Standby Base Amount in
effect at such time. Any Letter of Credit may be issued by the Fronting Bank
through its affiliate, The Chase Manhattan Bank, and in the event of any such
issuance, all references herein and in the other Loan Documents to the term
"Fronting Bank" shall, with respect to such Letter of Credit, be deemed to refer
to The Chase Manhattan Bank, in such capacity, as the context shall require.

         (c) Expiration Date. Each Letter of Credit shall expire at the close of
business on the earlier of the date twelve months after the date of the issuance
of such Letter of Credit and the date that is five Business Days prior to the
Maturity Date, unless such Letter of Credit expires by its terms on an earlier
date; provided that a Letter of Credit shall not be issued (nor shall a Letter
of Credit be amended, renewed or extended) that would result in (i) the Total
Revolving Credit Exposure exceeding the lesser of (A) the Total Revolving Credit
Commitment in effect at such time and 

<PAGE>   51
                                                                              44




(B) the Borrowing Base in effect at such time or (ii) the Total Credit Exposure
at such time exceeding the lesser of (A) the Total Revolving Credit Commitments
and (B) 90% of the Interim Standby Base Amount at such time. Compliance with the
foregoing proviso shall be determined based upon the assumption that (i) each
Letter of Credit remains outstanding and undrawn in accordance with its terms
until its expiration date (taking into account any rights of renewal or
extension that do not require written notice by or consent of the Fronting Bank,
in its sole discretion, in order to effect such renewal or extension) and (ii)
the Revolving Credit Commitments will not be reduced pursuant to Section 2.09.

         (d) Participations. By the issuance of a Letter of Credit and without
any further action on the part of the Fronting Bank or the Revolving Credit
Lenders, the Fronting Bank will grant to each Revolving Credit Lender, and each
such Lender will acquire from the Fronting Bank, a participation in such Letter
of Credit equal to such Revolving Credit Lender's Pro Rata Percentage of the
aggregate amount available to be drawn under such Letter of Credit, effective
upon the issuance of such Letter of Credit. In consideration and in furtherance
of the foregoing, each Revolving Credit Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of
the Fronting Bank, such Revolving Credit Lender's Pro Rata Percentage of each
L/C Disbursement made by the Fronting Bank under such Letter of Credit and not
reimbursed by the Borrowers (or, if applicable, another party pursuant to its
obligations under any other Loan Document) on or before the next Business Day as
provided in paragraph (e) below. Each Revolving Credit Lender acknowledges and
agrees that its obligation to acquire participations pursuant to this paragraph
in respect of Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including the occurrence and
continuance of a Default or an Event of Default, and that each such payment
shall be made without any offset, abatement, withholding or reduction
whatsoever.

         (e) Reimbursement. If the Fronting Bank shall make any L/C Disbursement
in respect of a Letter of Credit, the Borrowers agree, jointly and severally, to
pay to the Administrative Agent, on or before the Business Day immediately
following the date of such L/C Disbursement, an amount equal to such L/C
Disbursement. If the Borrowers shall fail to pay any amount required to be paid
under this paragraph on or before such Business Day (or to cause payment thereof
when due pursuant to a Revolving Credit Borrowing), then (i) such unpaid amount
shall bear interest, for each day from and including such Business Day to but
excluding the date of payment, at a rate per annum equal to the interest rate
applicable to overdue ABR Loans pursuant to Section 2.07 (provided that the
2.00% margin applicable to overdue Loans shall not be applicable until the first
Business Day after the Borrowers receive notice from the Administrative Agent
that such L/C Disbursement has been or will be made), (ii) the Administrative
Agent shall notify the Fronting Bank and the Revolving Credit Lenders thereof,
(iii) each Revolving Credit Lender shall comply with its obligation under
paragraph (d) above by wire transfer of immediately available funds, in the same
manner as provided in Section 2.02(c) with respect to Loans made by such
Revolving Credit Lender (and Section 2.02(d) shall apply, mutatis mutandis, to
the payment obligations of the Revolving Credit Lenders) and (iv) the
Administrative Agent shall promptly pay to the Fronting Bank amounts so received
by it from the Revolving Credit Lenders. The Administrative Agent shall promptly
pay to the Fronting Bank on a pro rata basis with respect to outstanding L/C
Disbursements any amounts received by it from a Borrower pursuant to this
paragraph prior to the time that any Revolving Credit Lender makes any payment
pursuant to paragraph (d) above; any such amounts received by the Administrative

<PAGE>   52
                                                                              45




Agent thereafter shall be promptly remitted by the Administrative Agent to the
Revolving Credit Lenders that shall have made such payments and to the Fronting
Bank, as their interests may appear.

         (f) Obligations Absolute. The Borrowers' obligations to reimburse L/C
Disbursements as provided in paragraph (e) above shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement, under any and all circumstances whatsoever,
and irrespective of:

                  (i) any lack of validity or enforceability of any Letter of
         Credit or any Loan Document, or any term or provision therein;

                  (ii) any amendment or waiver of or any consent to departure
         from all or any of the provisions of any Letter of Credit or any Loan
         Document;

                  (iii) the existence of any claim, setoff, defense or other
         right that the Borrowers, any other party guaranteeing, or otherwise
         obligated with, the Borrowers, any Subsidiary or other Affiliate
         thereof or any other person may at any time have against the
         beneficiary under any Letter of Credit, the Fronting Bank, the
         Administrative Agent or any Lender (other than the defense of payment
         in accordance with the terms of this Agreement or a defense based on
         the gross negligence or wilful misconduct of the Fronting Bank) or any
         other person, whether in connection with this Agreement, any other Loan
         Document or any other related or unrelated agreement or transaction;

                  (iv) any draft or other document presented under a 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, provided that payment by the Fronting Bank shall not have
         constituted gross negligence or wilful misconduct of the Fronting Bank;

                  (v) payment by the Fronting Bank under a Letter of Credit
         against presentation of a draft or other document that does not comply
         with the terms of such Letter of Credit, provided that payment by the
         Fronting Bank shall not have constituted gross negligence or wilful
         misconduct of the Fronting Bank; and

                  (vi) any other act or omission to act or delay of any kind of
         the Fronting Bank, the Lenders, the Administrative Agent or any other
         person or any other event or circumstance whatsoever, whether or not
         similar to any of the foregoing, that might, but for the provisions of
         this Section 2.19(c), constitute a legal or equitable discharge of the
         Borrowers' obligations hereunder, provided that such act or omission
         shall not have constituted gross negligence or wilful misconduct of the
         Fronting Bank.

         (g) Disbursement Procedures. The Fronting Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Fronting Bank shall as promptly
as possible give telephonic notification, confirmed by telecopy, to the
Administrative Agent and the Borrowers of such demand for payment and whether
the Fronting Bank has made or will make a L/C Disbursement thereunder, provided
that any failure to give or delay in giving such notice shall not relieve the
Borrowers of their obligation to reimburse 


<PAGE>   53
                                                                              46




the Fronting Bank and the Lenders with respect to any such L/C Disbursement. The
Administrative Agent shall promptly give each Revolving Credit Lender notice
thereof.

         (h) Interim Interest. If the Fronting Bank shall make any L/C
Disbursement in respect of a Letter of Credit, then, unless the Borrowers shall
reimburse such L/C Disbursement in full on such date, the unpaid amount shall
bear interest for the account of the Fronting Bank, for each day from and
including the date of such L/C Disbursement, to but excluding the earlier of the
date of payment or the date on which interest shall commence to accrue thereon
as provided in subparagraph (e) above, at the rate per annum that would apply to
such amount if such amount were an ABR Loan.

         (i) Liability of the Fronting Bank. Without limiting the generality of
paragraph (f) above, it is expressly understood and agreed that the absolute and
unconditional obligation of the Borrowers hereunder to reimburse L/C
Disbursements will not be excused by the gross negligence or wilful misconduct
of the Fronting Bank, except as otherwise expressly provided in said paragraph
(f). However, nothing in this Agreement shall be construed to excuse the
Fronting Bank from liability to the Borrowers to the extent of any direct
damages (as opposed to consequential damages, claims in respect of which are
hereby waived by each Borrower to the extent permitted by applicable law)
suffered by the Borrowers that are caused by the Fronting Bank's gross
negligence or wilful misconduct in determining whether drafts and other
documents presented under a Letter of Credit comply with the terms thereof. It
is understood that the Fronting Bank may accept documents that appear on their
face to be in order, without responsibility for further investigation in making
any payment under any Letter of Credit and, except as otherwise expressly
provided in said paragraph (f), (i) the Fronting Bank's exclusive reliance on
the documents presented to it under such Letter of Credit as to any and all
matters set forth therein, including reliance on the amount of any draft
presented under such Letter of Credit, whether or not the amount due to the
beneficiary thereunder equals the amount of such draft and whether or not any
document presented pursuant to such Letter of Credit proves to be insufficient
in any respect, if such document on its face appears to be in order, and whether
or not any other statement or any other document presented pursuant to such
Letter of Credit proves to be forged or invalid or any statement therein proves
to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance
in any immaterial respect of the documents presented under such Letter of Credit
with the terms thereof shall, in each case, be deemed not to constitute wilful
misconduct or gross negligence of the Fronting Bank.

         (j) Resignation or Removal of the Fronting Bank. The Fronting Bank may
resign at any time by giving 180 days' prior written notice to the
Administrative Agent, the Lenders and the Borrowers, and may be removed at any
time by the Borrowers by notice to the Fronting Bank, the Administrative Agent
and the Lenders, subject in each case to the appointment by the Borrowers of a
replacement Fronting Bank reasonably satisfactory to the Administrative Agent,
provided, that the Fronting Bank may not resign as to any Letter of Credit
previously issued by it. Subject to the next succeeding sentences of this
paragraph (j), upon the acceptance of any appointment as the Fronting Bank
hereunder by a successor Fronting Bank (which shall be a Lender), such successor
shall succeed to and become vested with all the interests, rights and
obligations of the retiring Fronting Bank and the retiring Fronting Bank shall
be discharged from its obligations to issue additional Letters of Credit
hereunder. At the time such removal or resignation shall become effective, the
Borrowers shall pay all accrued and unpaid fees of the Fronting Bank pursuant to
Section 2.05(b)(ii). The acceptance of any appointment as the Fronting Bank
hereunder by a successor Fronting Bank shall be evidenced by an agreement
entered into by such successor, in a form satisfactory to the 


<PAGE>   54
                                                                              47



Borrowers and the Administrative Agent, and, from and after the effective date
of such agreement, (i) such successor Fronting Bank shall have all the rights
and obligations of the previous Fronting Bank under this Agreement and the other
Loan Documents and (ii) references herein and in the other Loan Documents to the
term "Fronting Bank" shall be deemed to refer to such successor or to any
previous Fronting Bank, or to such successor and all previous Fronting Banks, as
the context shall require. After the resignation or removal of the Fronting Bank
hereunder, the retiring Fronting Bank shall remain a party hereto and shall
continue to have all the rights and obligations of a Fronting Bank under this
Agreement and the other Loan Documents with respect to Letters of Credit issued
by it prior to such resignation or removal (including the right to receive
accrued and unpaid fees pursuant to Section 2.05(b)(ii)), but shall not be
required to issue additional Letters of Credit.

         (k) Cash Collateralization. If any Event of Default shall occur and be
continuing, the Borrowers shall, on the Business Day they receive notice from
the Administrative Agent or the Required Lenders (or, if the maturity of the
Loans has been accelerated, Revolving Credit Lenders holding participations in
outstanding Letters of Credit representing greater than 50% of the aggregate
undrawn amount of all outstanding Letters of Credit) of such Event of Default
and the amount to be deposited, deposit in an account with the Collateral Agent,
for the benefit of the Lenders, an amount in cash equal to the L/C Exposure as
of such date. Such deposit shall be held by the Collateral Agent as collateral
for the payment and performance of the Obligations. The Collateral Agent shall
have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Other than any interest earned on the investment
of such deposits in Permitted Investments, which investments shall be made at
the option and sole discretion of the Collateral Agent (provided that the
Collateral Agent shall use reasonable efforts to make such investments), such
deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Moneys in such account shall (i)
automatically be applied by the Administrative Agent to reimburse the Fronting
Bank for L/C Disbursements for which it has not been reimbursed, (ii) be held
for the satisfaction of the reimbursement obligations of the Borrowers for the
L/C Exposure at such time and (iii) if the maturity of the Loans has been
accelerated (but subject to the consent of Revolving Credit Lenders holding
participations in outstanding Letters of Credit representing greater than 50% of
the aggregate undrawn amount of all outstanding Letters of Credit), be applied
to satisfy the Obligations. If the Borrowers are required to provide an amount
of cash collateral hereunder as a result of the occurrence of an Event of
Default, such amount (to the extent not applied as aforesaid) shall be returned
to the Borrowers within three Business Days after all Events of Default have
been cured or waived.

<PAGE>   55
                                                                              48




                                   ARTICLE III

                         Representations and Warranties

         Each of the Borrowers represents and warrants to each of the Lenders
that:

         SECTION 3.01. Organization; Powers. Each of the Borrowers and the
Subsidiaries (a) is a corporation duly organized, validly existing and in good
standing (or, if applicable in a foreign jurisdiction, enjoys the equivalent
status under the laws of any jurisdiction of organization outside the United
States) under the laws of the jurisdiction of its organization, (b) has all
requisite power and authority to own its property and assets and to carry on its
business as now conducted and as proposed to be conducted, (c) is qualified to
do business in every jurisdiction where such qualification is required, except
where the failure so to qualify could not reasonably be expected to result in a
Material Adverse Effect, and (d) has the corporate power and authority to
execute, deliver and perform its obligations under each of the Loan Documents
and each other agreement or instrument contemplated thereby to which it is or
will be a party and, in the case of the Borrowers, to borrow and otherwise
obtain credit hereunder.

         SECTION 3.02. Authorization. The execution, delivery and performance by
each of the Borrowers and the Subsidiaries of each of the Loan Documents to
which they are a party and the borrowings hereunder, the Stock Purchase and the
other transactions contemplated hereby and thereby (collectively, the
"Transactions") (a) have been duly authorized by all corporate and stockholder
action required to be obtained by the Borrowers and the Subsidiaries and (b)
will not (i) violate (A) any provision of law, statute, rule or regulation, or
of the certificate or articles of incorporation or other constitutive documents
or by-laws of any of the Borrowers or the Subsidiaries, (B) any applicable order
of any court or any rule, regulation or order of any Governmental Authority or
(C) any provision of any indenture, certificate of designation for preferred
stock, agreement or other instrument to which any of the Borrowers or the
Subsidiaries is a party or by which any of them or any of their property is or
may be bound, (ii) be in conflict with, result in a breach of or constitute
(alone or with notice or lapse of time or both) a default under any such
indenture, certificate of designation for preferred stock, agreement or other
instrument, where any such conflict, violation, breach or default referred to in
clause (i) or (ii) of this Section 3.02, individually or in the aggregate could
reasonably be expected to have a Material Adverse Effect, or (iii) result in the
creation or imposition of any Lien upon or with respect to any property or
assets now owned or hereafter acquired by any of the Borrowers or the
Subsidiaries, other than the Liens created by the Loan Documents.

         SECTION 3.03. Enforceability. This Agreement has been duly executed and
delivered by each of the Borrowers and constitutes, and each other Loan Document
when executed and delivered by each of the Borrowers and each other Loan Party
which is party thereto will constitute, a legal, valid and binding obligation of
each such Borrower and Loan Party enforceable against each such Borrower and
Loan Party in accordance with its terms, except as enforceability may be limited
by bankruptcy, insolvency, moratorium, reorganization or other similar laws
affecting creditors' rights generally and except as enforceability may be
limited by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

<PAGE>   56
                                                                              49





         SECTION 3.04. Governmental Approvals. No action, consent or approval
of, registration or filing with or any other action by any Governmental
Authority is or will be required in connection with the Transactions, except for
(a) the filing of Uniform Commercial Code financing statements, (b) such as have
been made or obtained and are in full force and effect and (c) such actions,
consents and approvals the failure to obtain or make which could not reasonably
be expected to result in a Material Adverse Effect.

         SECTION 3.05. Financial Statements. (a) BarTech has heretofore
furnished to the Lenders the consolidated balance sheets and related statements
of operations, stockholders' equity and cash flows of BarTech (a) as of and for
the fiscal year ended September 30, 1996, audited by and accompanied by the
opinion of Arthur Andersen LLP, independent public accountants, and (b) as of
and for the fiscal quarter and the portion of the fiscal year ended June 30,
1997, certified by the chief financial officer of BarTech. Such financial
statements present fairly the financial condition and results of operations of
BarTech and its consolidated subsidiaries as of such dates and for such periods.
Such financial statements were prepared in accordance with GAAP applied on a
consistent basis.

         (b) B&L has heretofore furnished to the Lenders the consolidated
balance sheets and related statements of operations, stockholders' equity and
cash flows of B&L (a) as of and for the fiscal year ended September 30, 1996,
audited by and accompanied by the opinion of Arthur Andersen LLP, independent
public accountants, and (b) as of and for the fiscal quarter and the portion of
the fiscal year ended June 30, 1997, certified by the chief financial officer of
B&L. Such financial statements present fairly the financial condition and
results of operations of B&L and its consolidated subsidiaries as of such dates
and for such periods. Such financial statements were prepared in accordance with
GAAP applied on a consistent basis.

         (c) Except as disclosed in the Information Memorandum, none of the
Borrowers and the Subsidiaries has any material Guarantee, contingent liability
or liability for taxes, or any long-term lease or unusual forward or long-term
commitment that is not reflected in the foregoing statements or the notes
thereto.

         SECTION 3.06. No Material Adverse Change. There has been no material
adverse change in the assets, business, properties, financial condition or
results of operations of the Borrowers and the Subsidiaries, taken as a whole,
since September 30, 1996.

         SECTION 3.07. Title to Properties; Possession Under Leases. (a) Each of
the Borrowers and the Subsidiaries has good and marketable title to, or valid
leasehold interests in, or easements or other limited property interests in, all
its material properties and assets, except for minor defects in title that do
not interfere with its ability to conduct its business as currently conducted or
to utilize such properties and assets for their intended purposes. All such
material properties and assets are free and clear of Liens, other than Liens
expressly permitted by Section 6.02.

         (b) Each of the Borrowers and the Subsidiaries has complied with all
obligations under all material leases to which it is a party, except where the
failure to comply would not have a Material Adverse Effect, and all such leases
are in full force and effect, except leases in respect of which the failure to
be in full force and effect could not reasonably be expected to have a Material
Adverse Effect. Each of the Borrowers and the Subsidiaries enjoys peaceful and
undisturbed possession 

<PAGE>   57
                                                                              50




under all such material leases, other than leases that, individually or in the
aggregate, are not material to the Borrowers and the Subsidiaries, taken as a
whole, and in respect of which the failure to enjoy peaceful and undisturbed
possession could not reasonably be expected to, individually or in the
aggregate, result in a Material Adverse Effect.

         (c) After giving effect to the Transactions, each of the Borrowers and
the Subsidiaries owns or possesses, or could obtain ownership or possession of,
on terms not materially adverse to it, all patents, trademarks, service marks,
trade names, copyrights, licenses and rights with respect thereto necessary for
the present conduct of its business, without any known conflict with the rights
of others, and free from any burdensome restrictions, except where such
conflicts and restrictions could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

         SECTION 3.08. Subsidiaries. Schedule 3.08 sets forth as of the Closing
Date the name and jurisdiction of incorporation of each Subsidiary and, as to
each such Subsidiary, the percentage of each class of Capital Stock owned by
BarTech or by any Subsidiary.

         SECTION 3.09. Litigation; Compliance with Laws. (a) Except as set forth
in Schedule 3.09, there are not any material actions, suits or proceedings at
law or in equity or by or before any Governmental Authority now pending or, to
the knowledge of any of the Borrowers, threatened against or affecting any of
the Borrowers or the Subsidiaries or any business, property or rights of any
such person (i) that involve any Loan Document or, as of the Closing Date, the
Transactions or (ii) as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect or
materially adversely affect the Stock Purchase.

         (b) Except as set forth in Schedule 3.17 with respect to Environmental
Laws, none of the Borrowers, the Subsidiaries and their respective material
properties or assets is in violation of (nor will the continued operation of
their material properties and assets as currently conducted violate) any law,
rule or regulation (including any Environmental Law), or is in default with
respect to any judgment, writ, injunction or decree of any Governmental
Authority, where such violation or default could reasonably be expected to
result in a Material Adverse Effect.

         SECTION 3.10. Agreements. (a) None of the Borrowers and the
Subsidiaries is a party to any agreement or instrument or subject to any
corporate restriction that has resulted or could reasonably be expected to
result in a Material Adverse Effect.

         (b) None of the Borrowers and the Subsidiaries is in default in any
manner under any provision of any indenture or other agreement or instrument
evidencing Indebtedness, or any other material agreement or instrument to which
it is a party or by which it or any of its properties or assets are or may be
bound, in either case where such default could reasonably be expected to result
in a Material Adverse Effect. Immediately after giving effect to the
Transactions, no Default or Event of Default shall have occurred and be
continuing.

         SECTION 3.11. Federal Reserve Regulations. (a) None of the Borrowers
and the Subsidiaries is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of purchasing or
carrying Margin Stock.

<PAGE>   58
                                                                              51




         (b) No part of the proceeds of any Loan will be used, whether directly
or indirectly, and whether immediately, incidentally or ultimately, (i) to
purchase or carry Margin Stock or to extend credit to others for the purpose of
purchasing or carrying Margin Stock or to refund indebtedness originally
incurred for such purpose, or (ii) for any purpose which entails a violation of,
or which is inconsistent with, the provisions of the Regulations of the Board,
including Regulation G, U or X.

         SECTION 3.12. Investment Company Act; Public Utility Holding Company
Act. None of the Borrowers and the Subsidiaries is (a) an "investment company"
as defined in, or subject to regulation under, the Investment Company Act of
1940 or (b) a "holding company" as defined in, or subject to regulation under,
the Public Utility Holding Company Act of 1935.

         SECTION 3.13. Use of Proceeds. The Borrowers will use the proceeds of
the Loans and will request the issuance of Letters of Credit only for the
purposes specified in the preamble to this Agreement.

         SECTION 3.14. Tax Returns. Each of the Borrowers and the Subsidiaries
has timely filed or caused to be timely filed all Federal, and all material
state and local tax returns required to have been filed by it and has paid or
caused to be paid all taxes shown thereon to be due and payable by it and all
assessments received by it, except taxes or assessments that are being contested
in good faith by appropriate proceedings in accordance with Section 5.03 and for
which such Borrower or Subsidiary has set aside on its books adequate reserves
in accordance with GAAP. Each of the Borrowers and the Subsidiaries has paid in
full or made adequate provision (in accordance with GAAP) for the payment of all
taxes due with respect to all periods ending on or before the Closing Date,
which taxes, if not paid or adequately provided for, could reasonably be
expected to have a Material Adverse Effect. Except as set forth on Schedule
3.14, as of the Closing Date, with respect to each of the Borrowers and the
Subsidiaries, (a) no material claims are being asserted in writing with respect
to any taxes, (b) no presently effective waivers or extensions of statutes of
limitation with respect to taxes have been given or requested, (c) no tax
returns are being examined by, and no written notification of intention to
examine has been received from, the Internal Revenue Service or, with respect to
any material potential tax liability, any other taxing authority and (d) no
currently pending issues have been raised in writing by the Internal Revenue
Service or, with respect to any material potential tax liability, any other
taxing authority. For purposes hereof, "taxes" shall mean any present or future
tax, levy, impost, duty, charge, assessment or fee of any nature (including
interest, penalties and additions thereto) that is imposed by any Governmental
Authority.

         SECTION 3.15. No Material Misstatements. (a) The written information,
reports, financial statements, exhibits and schedules furnished by or on behalf
of any of the Borrowers or the Subsidiaries to the Administrative Agent or any
Lender in connection with the negotiation of any Loan Document or included
therein or delivered pursuant thereto (including the Confidential Information
Memorandum (the "Information Memorandum") dated March 1996 relating to the
Borrowers), when taken as a whole, did not contain, and as they may be amended,
supplemented or modified from time to time, will not contain, as of the Closing
Date any material misstatement of fact and did not omit, and as they may be
amended, supplemented or modified from time to time, will not omit, to state as
of the Closing Date any material fact necessary to make the statements therein,
in the light of the circumstances under which they were, are or will be made,
not materially misleading in their presentation of the Transactions or of the
Borrowers and the Subsidiaries taken as a whole.

<PAGE>   59
                                                                              52




         (b) All financial projections concerning the Borrowers and the
Subsidiaries that are or have been made available to the Administrative Agent or
any Lender by any of the Borrowers, the Subsidiaries or their respective
representatives, including those contained in the Information Memorandum, have
been or will be prepared in good faith based upon assumptions believed by the
Borrowers to be reasonable.

         SECTION 3.16. Employee Benefit Plans. (a) Each of the Borrowers and its
ERISA Affiliates is in compliance with the applicable provisions of ERISA and
the provisions of the Code relating to ERISA and the regulations and published
interpretations thereunder except for such noncompliance which could not
reasonably be expected to result in a Material Adverse Effect. No Reportable
Event has occurred as to which any of the Borrowers or any ERISA Affiliate was
required to file a report with the PBGC, other than reports for which the 30 day
notice requirement is waived, reports that have been filed and reports the
failure of which to file could not reasonably be expected to result in a
Material Adverse Effect. As of the Closing Date, the present value of all
benefit liabilities under each Plan (on a termination basis and based on those
assumptions used to fund such Plan) did not, as of the last annual valuation
date applicable thereto for which a valuation is available, exceed by more than
$1,000,000 the fair market value of the assets of such Plan, and the present
value of all benefit liabilities of all underfunded Plans (based on those
assumptions used to fund each such Plan) did not, as of the last annual
valuation dates applicable thereto for which valuations are available, exceed by
more than $2,000,000 the fair market value of the assets of all such underfunded
Plans. None of the Borrowers and the ERISA Affiliates has incurred or could
reasonably be expected to incur any Withdrawal Liability that could reasonably
be expected to result in a Material Adverse Effect. None of the Borrowers and
the ERISA Affiliates have received any written notification that any
Multiemployer Plan is in reorganization or has been terminated, within the
meaning of Title IV of ERISA, and no Multiemployer Plan is reasonably expected
to be in reorganization or to be terminated, where such reorganization or
termination has resulted or could reasonably be expected to result, through
increases in the contributions required to be made to such Plan or otherwise, in
a Material Adverse Effect.

         (b) (i) The only Canadian Plans are one or more defined benefit plans,
(ii) each Canadian Plan is in compliance in all material respects with all
applicable pension benefits and tax laws, (iii) all contributions (including
employee contributions made by authorized payroll deductions) required to be
made to the appropriate funding agency in accordance with all applicable laws
and the terms of each Canadian Plan have been made in accordance with applicable
laws and the terms of each Canadian Plan and (iv) no event has occurred and no
condition exists with respect to any Canadian Plan that has resulted or could
reasonably be expected to result in any Canadian Plan having its registration
revoked or refused for the purposes of any applicable pension benefits or tax
laws or being placed under the administration of any relevant pension benefits
regulatory authority or being required to pay any taxes or penalties under any
applicable pension benefits or tax laws, except for any exceptions to clauses
(i) through (iv) above that, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

<PAGE>   60
                                                                              53




         SECTION 3.17. Environmental Matters. Except as set forth in Schedule
3.17:

         (a) There has not been a Release or threatened Release of Hazardous
Materials at, on, under or around the properties currently owned or currently or
formerly operated by any of the Borrowers or the Subsidiaries (the "Properties")
in amounts or concentrations which (i) constitute or constituted a violation of
Environmental Laws, except as could not reasonably be expected to result in a
Material Adverse Effect or (ii) would reasonably be expected to give rise to an
Environmental Claim which, in any such case or in the aggregate, is reasonably
likely to result in a Material Adverse Effect;

         (b) The Properties and all operations of each of the Borrowers and the
Subsidiaries are in compliance, and in the last five years have been in
compliance, with all Environmental Laws, and all necessary Environmental Permits
have been obtained and are in effect, except to the extent that such
non-compliance or failure to obtain any necessary permits, in the aggregate, are
not reasonably likely to result in a Material Adverse Effect;

         (c) None of the Borrowers and the Subsidiaries has received any written
notice of an Environmental Claim in connection with the Properties or the
operations of the Borrowers or the Subsidiaries or with regard to any person
whose liabilities for environmental matters the Borrowers or the Subsidiaries
has retained or assumed, in whole or in part, contractually, by operation of law
or otherwise, which, in each such case or in the aggregate, is reasonably likely
to result in a Material Adverse Effect;

         (d) Hazardous Materials have not been transported from the Properties,
nor have Hazardous Materials been generated, treated, stored or disposed of at,
on, under or around any of the Properties in a manner that could reasonably give
rise to liability to any of the Borrowers or the Subsidiaries under any
Environmental Law, nor have any of the Borrowers or the Subsidiaries retained or
assumed any liability, contractually, by operation of law or otherwise, with
respect to the generation, treatment, storage or disposal of Hazardous
Materials, which, in each case, individually or in the aggregate, is reasonably
likely to result in a Material Adverse Effect; and

         (e) No Lien in favor of any Governmental Authority for (i) any
liability under any Environmental Law or (ii) damages arising from or costs
incurred by such Governmental Authority in response to a Release or threatened
Release of Hazardous Materials into the environment has been recorded with
respect to the Properties except for Liens permitted by Section 6.02.

         SECTION 3.18. Capitalization of the Partnerships and Borrowers. (a) The
authorized Capital Stock, the par value thereof and the amount of such
authorized Capital Stock issued and outstanding for each of the Partnerships,
the Borrowers and the Subsidiaries is set forth on Schedule 3.18(a) as of the
Closing Date. As of the Closing Date, all outstanding shares of Capital Stock of
BarTech are fully paid and nonassessable, are owned beneficially and of record
by the Partnerships and the Management Stockholders and are free and clear of
all Liens and encumbrances whatsoever other than the Liens created by the Loan
Documents. As of the Closing Date, all outstanding shares of Capital Stock of
each Subsidiary are fully paid and nonassessable, are owned, directly or
indirectly, by BarTech and are free and clear of all Liens and encumbrances
whatsoever other than the Liens created by the Loan Documents.

<PAGE>   61
                                                                              54




         (b) As of the Closing Date, except as set forth on Schedule 3.18(b),
there are no outstanding subscriptions, options, warrants, calls, rights
(including preemptive rights) or other agreements or commitments (including
pursuant to management or employee stock plans or similar plans) of any nature
relating to any Capital Stock of the Partnerships, the Borrowers or any
Subsidiary.

         SECTION 3.19. Security Documents. (a) The Master Pledge Agreement is
effective to create in favor of the Indenture Collateral Agent, for the ratable
benefit of the Secured Parties (as defined in the Master Pledge Agreement), a
legal, valid and enforceable security interest in the Collateral (as defined in
the Master Pledge Agreement) and, when the Pledged Securities (as defined in the
Master Pledge Agreement), together with duly executed stock transfer powers, are
delivered to the Indenture Collateral Agent (or, as applicable in the case of
Capital Stock of Foreign Subsidiaries, the requisite filings or registrations
are made), the Master Pledge Agreement will constitute a fully perfected first
priority Lien on, and security interest in, all right, title and interest of the
pledgors thereunder in such Pledged Securities, in each case prior and superior
in right to any other person.

         (b) The Facility Pledge Agreement is effective to create in favor of
the Collateral Agent, for the ratable benefit of the Secured Parties (as defined
in the Facility Pledge Agreement), a legal, valid and enforceable security
interest in the Collateral (as defined in the Facility Pledge Agreement) and,
when the Pledged Securities (as defined in the Facility Pledge Agreement),
together with duly executed stock transfer powers, are delivered to the
Collateral Agent (or, as applicable in the case of Capital Stock of Foreign
Subsidiaries, the requisite filings or registrations are made), the Facility
Pledge Agreement will constitute a fully perfected first priority Lien on, and
security interest in, all right, title and interest of the pledgors thereunder
in such Pledged Securities, in each case prior and superior in right to any
other person.

         (c) The Security Agreements are effective to create in favor of the
Collateral Agent, for the ratable benefit of the Secured Parties (as defined in
the Security Agreement), a legal, valid and enforceable security interest in the
Collateral (as defined in the Security Agreement) and, when financing statements
in appropriate form are filed in the offices specified on Schedule 6 to the
Perfection Certificate, the Security Agreements will constitute a fully
perfected Lien on, and security interest in, all right, title and interest of
the grantors thereunder in such Collateral, to the extent contemplated therein
and, in the case of the Master Security Agreement, subject to Section 9-306 of
the Uniform Commercial Code, and the proceeds thereof, in each case prior and
superior in right to any other person, other than with respect to Liens
expressly permitted by Section 6.02.

         SECTION 3.20. Labor Matters. Except as set forth in Schedule 3.20,
there are no strikes, lockouts or slowdowns pending or threatened against any of
the Borrowers or the Subsidiaries which, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect. The hours worked
by and payments made to employees of the Borrowers and the Subsidiaries have not
been in violation in any material respect of the Fair Labor Standards Act or any
other applicable law dealing with such matters. All material payments due from
any of the Borrowers or the Subsidiaries or for which any claim may be made
against any of the Borrowers or the Subsidiaries, on account of wages and
employee health and welfare insurance and other benefits have been paid or
accrued as a liability on the books of such Borrower or Subsidiary to the extent
required by GAAP. The consummation of the Transactions will not give rise to a
right of termination or right of renegotiation on the part of any union under
any collective bargaining agreement to which any of the Borrowers or the
Subsidiaries (or any predecessor) is a party or by which any of the Borrowers or
the 

<PAGE>   62
                                       55




Subsidiaries (or any predecessor) is bound, other than collective bargaining
agreements which, individually or in the aggregate, are not material to the
Borrowers and the Subsidiaries taken as a whole.

         SECTION 3.21. Insurance. Schedule 3.21 sets forth a true, complete and
correct description of all insurance maintained by or for the Borrowers or the
Subsidiaries as of the Closing Date. As of such date, such insurance is in full
force and effect and all premiums have been duly paid. Each of the Borrowers and
the Subsidiaries has insurance in such amounts and covering such risks and
liabilities (and with such deductibles and exclusions) as are in accordance with
normal industry practice.

         SECTION 3.22. Solvency. (a) Immediately after the consummation of the
Transactions and the other transactions to occur on the Closing Date and
immediately following the making of each Loan made on the Closing Date and after
giving effect to the application of the proceeds of such Loans, (i) the fair
value of the assets of BarTech and the Subsidiaries on a consolidated basis, at
a fair valuation, will exceed the debts and liabilities, subordinated,
contingent or otherwise, of BarTech and the Subsidiaries on a consolidated
basis; (ii) the present fair saleable value of the property of BarTech and the
Subsidiaries on a consolidated basis will be greater than the amount that will
be required to pay the probable liability of BarTech and the Subsidiaries on a
consolidated basis on their debts and other liabilities, subordinated,
contingent or otherwise, as such debts and other liabilities become absolute and
matured; (iii) BarTech and the Subsidiaries on a consolidated basis will be able
to pay their debts and liabilities, subordinated, contingent or otherwise, as
such debts and liabilities become absolute and matured; and (iv) BarTech and the
Subsidiaries on a consolidated basis will not have unreasonably small capital
with which to conduct the businesses in which they are engaged as such
businesses are now conducted and are proposed to be conducted following the
Closing Date.

         (b) None of the Borrowers intends to, will permit any Subsidiary to, or
believes that it or any Subsidiary will, incur debts beyond its ability to pay
such debts as they mature, taking into account the timing of and amounts of cash
to be received by it or any such Subsidiary and the timing of the amounts of
cash to be payable on or in respect of its Indebtedness or the Indebtedness of
any such Subsidiary.

         SECTION 3.23. Existing Letters of Credit. Schedule 3.23 accurately and
completely describes each letter of credit outstanding immediately prior to the
Closing Date and issued for the account of the Borrowers or any of their
respective subsidiaries.


<PAGE>   63
                                       56




                                   ARTICLE IV

                              Conditions of Lending

         The obligations of the Lenders to make Loans and of the Fronting Bank
to issue Letters of Credit hereunder (each, a "Credit Event") are subject to the
satisfaction of the following conditions:

         SECTION 4.01. All Credit Events. On the date of each Borrowing and on
the date of each issuance or renewal of a Letter of Credit (other than a
Borrowing in which Loans are refinanced with new Loans as contemplated by
Section 2.02(f) without any increase in the aggregate principal amount of Loans
outstanding and any extension or renewal of any Letter of Credit without any
increase in the stated amount of such Letter of Credit):

                  (a) The Administrative Agent shall have received a notice of
         such Borrowing as required by Section 2.03 (or such notice shall have
         been deemed given in accordance with the last paragraph of Section
         2.03) or, in the case of the issuance of a Letter of Credit, the
         Fronting Bank and the Administrative Agent shall have received a notice
         requesting the issuance of such Letter of Credit as required by Section
         2.19(b).

                  (b) The representations and warranties set forth in each Loan
         Document shall be true and correct in all material respects on and as
         of the date of such Borrowing with the same effect as though made on
         and as of such date, except to the extent such representations and
         warranties expressly relate to an earlier date.

                  (c) At the time of and immediately after such Borrowing or
         issuance of such Letter of Credit, as the case may be, no Event of
         Default or Default shall have occurred and be continuing.

Each Borrowing and each issuance of a Letter of Credit (except those specified
in the parenthetical contained in the introductory paragraph of this Section
4.01) shall be deemed to constitute a representation and warranty by each
Borrower on the date of such Borrowing or issuance, as the case may be, as to
the matters specified in paragraphs (b) and (c).

         SECTION 4.02. All Interim Standby Credit Events. On the date of each
Interim Standby Borrowing:

                  (a) The aggregate amount of cash and cash equivalents held by
         BarTech and the Subsidiaries at such time shall not exceed the Cash
         Target Amount.

                  (b) There shall be outstanding all Revolving Loans that the
         Borrowers are then permitted to borrow pursuant to Section 2.01(a)(i)
         and (ii).

<PAGE>   64
                                                                              57




                                    ARTICLE V

                              Affirmative Covenants

         Each of the Borrowers covenants and agrees with each Lender that so
long as this Agreement shall remain in effect and until the Commitments have
been terminated and the principal of and interest on each Loan, all Fees and all
other expenses or amounts payable under any Loan Document shall have been paid
in full and all Letters of Credit have been canceled or have expired and all
amounts drawn thereunder have been reimbursed in full, unless the Required
Lenders shall otherwise consent in writing, each of the Borrowers will, and will
cause each of the Subsidiaries to:

         SECTION 5.01. Existence; Businesses and Properties. (a) Do or cause to
be done all things necessary to preserve, renew and keep in full force and
effect its legal existence, except as otherwise expressly permitted under
Section 6.05, and except for the liquidation or dissolution of Subsidiaries if
the assets of such corporations to the extent they exceed estimated liabilities
are acquired by a Borrower or a Subsidiary in such liquidation or dissolution,
provided that Subsidiaries that are Guarantors may not be liquidated into
Subsidiaries that are not Guarantors.

         (b) Do or cause to be done all things necessary to obtain, preserve,
renew, extend and keep in full force and effect the rights, licenses, permits,
franchises, authorizations, patents, copyrights, trademarks and trade names
material to the conduct of its business; comply in all material respects with
all applicable laws, rules, regulations (including any Environmental Law) and
orders of any Governmental Authority, whether now in effect or hereafter
enacted; and at all times maintain and preserve all property material to the
conduct of such business and keep such property in good repair, working order
and condition and from time to time make, or cause to be made, all needful and
proper repairs, renewals, additions, improvements and replacements thereto
necessary in order that the business carried on in connection therewith, if any,
may be properly conducted at all times (in each case except as expressly
permitted by this Agreement).

         SECTION 5.02. Insurance. Keep its insurable properties insured at all
times by financially sound and reputable insurers in such amounts as shall be
customary for similar businesses; maintain such other insurance (including, to
the extent consistent with past practices, self-insurance), of such types, to
such extent and against such risks, as is customary with companies in the same
or similar businesses, including general liability insurance against claims for
personal injury or death or property damage occurring upon, in, about or in
connection with the use of any properties owned, occupied or controlled by it
and business interruption insurance; and maintain such other insurance as may be
required by law or any other Loan Document.

         SECTION 5.03. Taxes. Pay and discharge promptly when due all taxes,
assessments and governmental charges or levies imposed upon it or upon its
income or profits or in respect of its property, before the same shall become
delinquent or in default, as well as all lawful claims for labor, materials and
supplies or otherwise which, if unpaid, might give rise to a Lien upon such
properties or any part thereof; provided, however, that such payment and
discharge shall not be required with respect to any such tax, assessment,
charge, levy or claim so long as (a) the validity or amount thereof shall be
contested in good faith by appropriate proceedings and the affected Borrower or
Subsidiary, as applicable, shall have set aside on its books adequate reserves
with respect thereto, (b) such tax, assessment, charge, levy or claim is in
respect of property taxes for 

<PAGE>   65
                                                                              58




property that a Borrower or one of the Subsidiaries has determined to abandon
and the sole recourse for such tax, assessment, charge, levy or claim is to such
property or (c) the amount of such taxes, assessments, charges, levies and
claims and interest and penalties thereon does not exceed $200,000 in the
aggregate.

         SECTION 5.04. Financial Statements, Reports, etc. In the case of
BarTech, furnish to the Administrative Agent and each Lender:

                  (a) within 90 days after the end of each Fiscal Year,
         consolidated and consolidating balance sheets and related statements of
         operations, cash flows and stockholders' equity showing the financial
         condition of BarTech and the Subsidiaries as of the close of such
         Fiscal Year and the consolidated results of their operations during
         such year, all audited by Arthur Andersen LLP or other independent
         public accountants of recognized national standing reasonably
         acceptable to the Administrative Agent and accompanied by an opinion of
         such accountants (which shall not be qualified in any material respect)
         to the effect that such consolidated financial statements fairly
         present, in all material respects, the financial condition and results
         of operations of BarTech and the Subsidiaries on a consolidated basis
         in accordance with GAAP, together with a written discussion by
         management of annual results compared to prior year results;

                  (b) within 45 days after the end of each of the first three
         fiscal quarters of each Fiscal Year, consolidated and consolidating
         balance sheets and related statements of operations, cash flows and
         stockholders' equity showing the financial condition of BarTech and the
         Subsidiaries as of the close of such fiscal quarter and the
         consolidated results of their operations during such fiscal quarter and
         the then-elapsed portion of the Fiscal Year, all certified by one of
         its Financial Officers on behalf of BarTech as fairly presenting, in
         all material respects, the financial condition and results of
         operations of BarTech and the Subsidiaries on a consolidated basis in
         accordance with GAAP (except for the absence of footnotes), subject to
         normal year-end audit adjustments, together with a written discussion
         by management of quarterly results and year-to-date results compared to
         prior year results;

                  (c) within 45 days after the end of each month of each Fiscal
         Year, consolidated and consolidating balance sheets and related
         statements of operations, cash flows and stockholders' equity showing
         the financial condition of BarTech and the Subsidiaries as of the end
         of such month and the consolidated results of their operations during
         such month and the then-elapsed portion of the Fiscal Year, all
         certified by one of its Financial Officers on behalf of BarTech as
         fairly presenting, in all material respects, the financial condition
         and results of operations of BarTech and the Subsidiaries on a
         consolidated basis in accordance with GAAP (except for the absence of
         footnotes), subject to normal year-end audit adjustments;

                  (d) concurrently with any delivery of financial statements
         under (a) or (b) above, a certificate of the accounting firm or
         Financial Officer on behalf of BarTech opining on or certifying such
         statements (which certificate, when furnished by an accounting firm,
         may be limited to accounting matters and disclaim responsibility for
         legal interpretations) (i) certifying that no Event of Default or
         Default has occurred or, if such an Event of Default or Default has
         occurred, specifying the nature and extent thereof and any corrective
         action 

<PAGE>   66
                                                                              59




         taken or proposed to be taken with respect thereto and (ii) setting
         forth computations in reasonable detail satisfactory to the
         Administrative Agent demonstrating compliance with the covenants
         contained in Sections 6.10, 6.11 and 6.12 (it being understood that the
         information required by this clause (ii) may be provided in a
         certificate of a Financial Officer on behalf of BarTech instead of from
         such accounting firm);

                  (e) as soon as practicable and in any event within 15 days
         after the end of each month, (i)(A) a Borrowing Base Certificate
         showing the Borrowing Base and (B) an Interim Standby Borrowing Amount
         Certificate showing the Interim Standby Borrowing Amount, in each case
         as of the close of business on the last day of the immediately
         preceding accounting month, each such Certificate to be certified as
         complete and correct on behalf of BarTech by a Financial Officer of
         BarTech, and (ii) such other supporting documentation and additional
         reports with respect to the Borrowing Base and the Interim Standby
         Borrowing Amount as the Administrative Agent or any Lender shall
         reasonably request;

                  (f) as soon as practicable and in any event within 45 days
         after the end of each fiscal quarter, a quarterly management report, in
         form and substance satisfactory to the Administrative Agent;

                  (g) promptly after the same become publicly available, copies
         of all periodic and other publicly available reports, proxy statements
         and, to the extent requested by the Administrative Agent, other
         materials filed by any of the Borrowers or the Subsidiaries with the
         Securities and Exchange Commission, or any governmental authority
         succeeding to any of or all the functions of said Commission, or with
         any national securities exchange, or distributed to its shareholders
         generally, as the case may be;

                  (h) if, as a result of any change in accounting principles and
         policies from those as in effect on the date of this Agreement, the
         consolidated financial statements of the Borrowers and the Subsidiaries
         delivered pursuant to paragraph (a) or (b) above will differ in any
         material respect from the consolidated financial statements that would
         have been delivered pursuant to such clauses had no such change in
         accounting principles and policies been made, then, together with the
         first delivery of financial statements pursuant to paragraph (a) and
         (b) above following such change, a schedule prepared by a Financial
         Officer on behalf of BarTech reconciling such changes to what the
         financial statements would have been without such changes;

                  (i) within 90 days after the beginning of each Fiscal Year, a
         copy of (i) an operating budget for each month of such Fiscal Year,
         including monthly Borrowing Base projections and Interim Standby
         Borrowing Amount projections, and (ii) a capital expenditure budget for
         such Fiscal Year;

                  (j) promptly following the creation or acquisition of any
         Subsidiary, a certificate from a Responsible Officer identifying such
         new Subsidiary and the ownership interest of BarTech and the
         Subsidiaries therein;

<PAGE>   67
                                                                              60




                  (k) simultaneously with the delivery of any financial
         statements pursuant to paragraph (a) or (b) above, a balance sheet and
         related statements of operations, cash flows and stockholder's equity
         for each unconsolidated Subsidiary for the applicable period;

                  (l) promptly, a copy of all reports submitted in connection
         with any material interim or special audit made by independent
         accountants of the books of any of the Borrowers or the Subsidiaries;
         and

                  (m) promptly, from time to time, such other information
         regarding the operations, business affairs and financial condition of
         any of the Borrowers or the Subsidiaries, or compliance with the terms
         of any Loan Document, or such consolidating financial statements, as in
         each case the Administrative Agent or any Lender, acting through the
         Administrative Agent, may reasonably request.

         SECTION 5.05. Litigation and Other Notices. Furnish to the
Administrative Agent and each Lender written notice of the following promptly
after any Responsible Officer of a Borrower obtains actual knowledge thereof:

                  (a) any Event of Default or Default, specifying the nature and
         extent thereof and the corrective action (if any) proposed to be taken
         with respect thereto;

                  (b) the filing or commencement of, or any written threat or
         notice of intention of any person to file or commence, any action, suit
         or proceeding, whether at law or in equity or by or before any
         Governmental Authority, against any of the Partnerships, the Borrowers
         or the Subsidiaries in respect of which there is a reasonable
         possibility of an adverse determination and which, if adversely
         determined, could reasonably be expected to result in a Material
         Adverse Effect and a notice of any material adverse development in such
         action, suit or proceeding; and

                  (c) any other development specific to any of the Partnerships,
         the Borrowers or the Subsidiaries that is not a matter of general
         public knowledge and that has resulted in, or could reasonably be
         expected to result in, a Material Adverse Effect.

         SECTION 5.06. Employee Benefits. (a) Comply in all material respects
with the applicable provisions of ERISA and the provisions of the Code relating
to ERISA and any applicable similar non-U.S. law and (b) furnish to the
Administrative Agent (i) as soon as possible after, and in any event within 30
days after any Responsible Officer of a Borrower or any ERISA Affiliate knows or
has reason to know that, any Reportable Event has occurred, a statement of a
Financial Officer setting forth details as to such Reportable Event and the
action proposed to be taken with respect thereto, together with a copy of the
notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after
any Responsible Officer learns of receipt thereof, a copy of any notice that a
Borrower or any ERISA Affiliate may receive from the PBGC relating to the
intention of the PBGC to terminate any Plan or Plans (other than a Plan
maintained by an ERISA Affiliate that is considered an ERISA Affiliate only
pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee
to administer any such Plan, (iii) within 30 days after the due date for filing
with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make
a required installment or other payment with respect to a Plan, a statement of a
Financial Officer setting forth details as to such 


<PAGE>   68
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failure and the action proposed to be taken with respect thereto, together with
a copy of any such notice given to the PBGC, (iv) promptly after any Responsible
Officer learns thereof and in any event within 30 days after receipt thereof by
any of the Borrowers or any ERISA Affiliate from the sponsor of a Multiemployer
Plan, a copy of each notice received by a Borrower or any ERISA Affiliate
concerning (A) the imposition of Withdrawal Liability or (B) a determination
that a Multiemployer Plan is, or is expected to be, terminated or in
reorganization, in each case within the meaning of Title IV of ERISA and (v)
promptly after any Responsible Officer learns of receipt thereof, a copy of any
notice that a Borrower or any Subsidiary may receive from any Canadian
Governmental Authority with respect to any noncompliance by such Borrower or
Subsidiary with respect to any of the matters described in clauses (ii) through
(iv) of Section 3.16(b); provided that in the case of each of clauses (i)
through (iv) above, notice to the Administrative Agent shall only be required if
such event or condition, together with all other events or conditions referred
to in clauses (i) through (v) above, could reasonably be expected to result in a
liability of BarTech or any Subsidiary in an aggregate amount exceeding
$2,000,000.

         SECTION 5.07. Maintaining Records; Access to Properties and
Inspections. Maintain all financial records in accordance with GAAP and permit
any persons designated by the Administrative Agent or any Lender to visit and
inspect the financial records and the properties of any of the Borrowers or the
Subsidiaries at reasonable times, upon reasonable prior notice to the Borrowers,
and as often as reasonably requested and to make extracts from and copies of
such financial records, and permit any persons designated by the Administrative
Agent or any Lender upon reasonable prior notice to the Borrowers to discuss the
affairs, finances and condition of, any of the Borrowers or the Subsidiaries
with the officers thereof and independent accountants therefor (subject to
reasonable requirements of confidentiality, including requirements imposed by
law or by contract).

         SECTION 5.08. Use of Proceeds. Use the proceeds of the Loans and
request the issuance of Letters of Credit only for the purposes set forth in the
preamble to this Agreement.

         SECTION 5.09. Compliance with Environmental Laws. (a) Comply, and cause
all lessees and other persons occupying its Properties to comply, with all
Environmental Laws and Environmental Permits applicable to its operations and
Properties, (b) obtain and renew all Environmental Permits necessary for its
operations and Properties, and (c) conduct any Remedial Action in accordance
with Environmental Laws, except in each case for any such noncompliance or
failures to obtain and renew Environmental Permits or to conduct any Remedial
Action that, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect.

         SECTION 5.10. Preparation of Environmental Reports. If a Default caused
by reason of a breach of Section 3.17 or 5.09 shall have occurred and be
continuing, at the request of the Required Lenders through the Administrative
Agent, provide to Lenders within 90 days after such request, at the expense of
the Borrowers, an environmental site assessment report for the Properties that
are the subject of such Default prepared by an environmental consulting firm
reasonably acceptable to the Administrative Agent, indicating the presence or
absence of Hazardous Materials and the estimated cost of any Remedial Action
required under any applicable Environmental Law in connection with such
Properties.

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         SECTION 5.11. Further Assurances. (a) Execute any and all further
documents, financing statements, agreements and instruments, and take all
further action (including filing Uniform Commercial Code and other financing
statements) that may be required under applicable law, or that the Collateral
Agent may reasonably request, in order to effectuate the transactions
contemplated by the Loan Documents and in order to grant, preserve, protect and
perfect the validity and first priority (subject to Liens permitted by Section
6.02) of the security interests created or intended to be created by the
Security Documents. In addition, from time to time, the Borrowers and the
Subsidiaries will, at their cost and expense, on or promptly (but in any event
within 10 Business Days) following the date of acquisition by the Borrowers or
any Subsidiary of any new subsidiary (subject to the receipt of required
consents from Governmental Authorities), promptly secure the Obligations by
causing the following to occur: (i) promptly upon creating or acquiring any
additional subsidiary, the Capital Stock of such subsidiary (unless such
subsidiary is a subsidiary of a Foreign Subsidiary that is not a Guarantor) will
be pledged pursuant to (A) in the case of the Pledged Securities (as defined in
the Master Pledge Agreement), the Master Pledge Agreement or (B) in the case of
the Pledged Securities (as defined in the Facility Pledge Agreement), the
Facility Pledge Agreement, provided that no more than 65% of the Capital Stock
of any Foreign Subsidiary that is not a Guarantor shall be required to be
pledged pursuant to this Section 5.11, and (ii) such subsidiary (unless such
subsidiary is a Foreign Subsidiary that is not required to guarantee the Senior
Notes pursuant to the Senior Note Indenture) will become a party to the Security
Agreement, the Pledge Agreements (if such subsidiary owns Capital Stock of any
subsidiary), the Guarantee Agreement and the Indemnity, Subrogation and
Contribution Agreement as contemplated under each such agreement. In addition,
in the event that BarTech or any Subsidiary shall issue any shares of its
Capital Stock to any of the Funds, Veritas, the Management Stockholders or any
of their respective Affiliates, BarTech or such Subsidiary will, at its or the
recipient's cost and expense, cause such shares to be pledged pursuant to the
Master Pledge Agreement or Facility Pledge Agreement, as applicable. All such
security interests and Liens will be created under the Security Documents and
other instruments and documents in form and substance reasonably satisfactory to
the Collateral Agent, and the Borrowers and the Subsidiaries shall deliver or
cause to be delivered to the Administrative Agent all such instruments and
documents (including legal opinions and lien searches) as the Required Lenders
shall reasonably request to evidence compliance with this Section 5.11. Each of
the Borrowers agrees to provide, and to cause each Subsidiary to provide, such
evidence as the Collateral Agent shall reasonably request as to the perfection
and priority status of each such security interest and Lien.

         (b) Within 10 days following the Restatement Closing Date furnish the
Administrative Agent a copy of the certificate or articles of incorporation,
including all amendments thereto of Canadian Drawn Steel Company Inc., certified
as of a recent date by the Secretary of State of the state of its organization.

         (c) Within 10 days following the Restatement Closing Date, furnish the
Administrative Agent a favorable opinion of Jones, Day, Reavis & Pogue, counsel
for the Partnerships and the Borrowers, substantially to the effect set forth in
Exhibit K-1.

         SECTION 5.12. Dividends. In the case of BarTech, permit the
Subsidiaries to pay dividends and cause such dividends to be paid to the extent
required to pay the Obligations, subject to prohibitions imposed by applicable
requirements of law.

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                                                                              63




         SECTION 5.13. Audits. At any time upon the request of the Collateral
Agent or the Required Lenders through the Administrative Agent, permit the
Collateral Agent or the Lenders or professionals (including investment bankers,
consultants, accountants, lawyers and appraisers) retained by the Collateral
Agent or the Lenders to conduct evaluations and appraisals of (i) BarTech's
practices in the computation of the Borrowing Base and the Interim Standby
Borrowing Amount and (ii) the assets included in the Borrowing Base and the
Interim Standby Borrowing Amount, and pay the reasonable fees and expenses in
connection therewith (including, without limitation, the internally allocated
fees and expenses of the Collateral Agent's asset-based evaluation group);
provided, however, that such persons shall not be entitled to conduct such
evaluations and appraisals of assets more frequently than twice per year unless
(x) the Total Revolving Credit Exposure exceeds 62.5% of Total A/R and
Inventory, (y) a Default or Event of Default has occurred and is continuing or
(z) the Collateral Agent, or the Required Lenders through the Administrative
Agent, determines in good faith that any material event or material change has
occurred with respect to the Borrowers and the Subsidiaries, their inventory or
receivables practices or the performance of the Collateral and that as a result
of such event or change more frequent evaluations or appraisals are required to
effectively monitor the Borrowing Base, in which case the Borrowers will permit
such persons to conduct such evaluations and appraisals at such reasonable times
and as often as may be reasonably requested, in each case so long as any Loans
or Letters of Credit shall be outstanding or shall have been requested by a
Borrower hereunder. The Collateral Agent shall permit one authorized
representative of each Lender to accompany the Collateral Agent in conducting
any evaluation or appraisal pursuant to this Section 5.13 upon at least five
Business Days' notice to the Collateral Agent.


                                   ARTICLE VI

                               Negative Covenants

         Each of the Borrowers covenants and agrees with each Lender that, so
long as this Agreement shall remain in effect and until the Commitments have
been terminated and the principal of and interest on each Loan, all Fees and all
other expenses or amounts payable under any Loan Document have been paid in full
and all Letters of Credit have been canceled or have expired and all amounts
drawn thereunder have been reimbursed in full, unless the Required Lenders shall
otherwise consent in writing, none of the Borrowers will, and they will not
cause or permit any of the Subsidiaries to:

         SECTION 6.01. Indebtedness. Incur, create, assume or permit to exist
any Indebtedness, except:

<PAGE>   71
                                                                              64




                  (a) Indebtedness existing on the date hereof and set forth in
         Schedule 6.01, but not any extensions, renewals or replacements of such
         Indebtedness except (i) renewals and extensions expressly provided for
         in the agreements evidencing any such Indebtedness as the same are in
         effect on the date of this Agreement and (ii) refinancings and
         extensions of any such Indebtedness if the interest rate with respect
         thereto and other terms thereof are no less favorable to the obligor
         thereon or to the Lenders than the Indebtedness being refinanced or
         extended and the average life to maturity thereof is greater than or
         equal to that of the Indebtedness being refinanced or extended,
         provided that such Indebtedness permitted under clause (i) or clause
         (ii) above shall not be (A) Indebtedness of an obligor that was not an
         obligor with respect to the Indebtedness being extended, renewed or
         refinanced, (B) in a principal amount which exceeds the Indebtedness
         being renewed, extended or refinanced or (C) incurred, created or
         assumed if any Default or Event of Default has occurred and is
         continuing or would result therefrom;

                  (b) Indebtedness created hereunder and under the other Loan
         Documents;

                  (c) in the case of the Guarantors, the Guarantees under the
         Guarantee Agreement;

                  (d) (i) in the case of BarTech, the Senior Notes and (ii) in
         the case of the Guarantors, the Senior Note Guarantees;

                  (e) Indebtedness owed to (including obligations in respect of
         letters of credit for the benefit of) any person providing worker's
         compensation, health, disability or other employee benefits or
         property, casualty or liability insurance to BarTech or any Subsidiary,
         pursuant to reimbursement or indemnification obligations to such
         person;

                  (f) Interest/Exchange Rate Protection Agreements, provided
         that such transactions shall be entered into for business purposes and
         not for the purpose of speculation;

                  (g) Indebtedness in respect of Letters of Credit issued
         hereunder;

                  (h) (i) Indebtedness of BarTech or any Subsidiary that is a
         Guarantor to any Subsidiary (provided that if such Indebtedness is owed
         to a Subsidiary that is not a Guarantor, such Indebtedness shall be
         subordinated to the prior payment in full of the Obligations on terms
         reasonably satisfactory to the Administrative Agent) and (ii)
         Indebtedness of any Wholly Owned Subsidiary that is a Guarantor to
         BarTech, in each case subject to compliance with the provisions of the
         Pledge Agreements to the extent applicable to such Indebtedness;

                  (i) Indebtedness of BarTech or a Subsidiary that represents
         the assumption by BarTech or such Subsidiary of Indebtedness of a
         Subsidiary in connection with the permitted merger of such Subsidiary
         with or into the assuming person or the permitted purchase of all or
         substantially all the assets of such Subsidiary by BarTech or a
         Subsidiary;

                  (j) Indebtedness of BarTech or the Subsidiaries in respect of
         performance bonds, bid bonds, appeal bonds, surety bonds and similar
         obligations and trade related letters of credit, in each case provided
         in the ordinary course of business, including those incurred to secure

<PAGE>   72
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         health, safety and environmental obligations in the ordinary course of
         business, and any extension, renewal or refinancing thereof to the
         extent not provided to secure the repayment of other Indebtedness and
         to the extent that the amount of refinancing Indebtedness is not
         greater than the amount of Indebtedness being refinanced;

                  (k) Indebtedness arising from the honoring by a bank or other
         financial institution of a check, draft or similar instrument drawn
         against insufficient funds in the ordinary course of business, provided
         that such Indebtedness is extinguished within two Business Days of its
         incurrence;

                  (l) Indebtedness of a Subsidiary acquired after the date
         hereof and Indebtedness of a corporation merged or consolidated with or
         into BarTech or a Subsidiary after the date hereof, which Indebtedness
         in each case exists at the time of such acquisition, merger,
         consolidation or conversion into a Subsidiary and is not created in
         contemplation of such event and where such acquisition, merger or
         consolidation is permitted by this Agreement, provided that the
         aggregate principal amount of Indebtedness under this paragraph (l)
         shall not at any time exceed $1,000,000 for all Subsidiaries;

                  (m) Capital Lease Obligations, mortgage financings and
         purchase money Indebtedness in an aggregate principal amount
         outstanding at any time not in excess of $5,000,000 incurred by BarTech
         or any Subsidiary prior to or within 90 days after a Capital
         Expenditure in order to finance such Capital Expenditure, and
         extensions, renewals and refinancings thereof if the interest rate with
         respect thereto and other terms thereof are no less favorable to such
         Borrower or such Subsidiary than the Indebtedness being refinanced and
         the average life to maturity thereof is greater than or equal to that
         of the Indebtedness being refinanced, provided that such refinancing
         Indebtedness shall not be (i) Indebtedness of an obligor that was not
         an obligor with respect to the Indebtedness being extended, renewed or
         refinanced, (ii) in a principal amount that exceeds the Indebtedness
         being renewed, extended or refinanced or (iii) incurred, created or
         assumed if any Default or Event of Default has occurred and is
         continuing or would result therefrom;

                  (n) Indebtedness of BarTech or the Subsidiaries incurred from
         any Commonwealth of Pennsylvania or State of New York Governmental
         Authority, or for which any such Governmental Authority provides direct
         or indirect credit support, in an aggregate principal amount
         outstanding at any time not in excess of $10,000,000;

                  (o) other Indebtedness of BarTech and the Subsidiaries in an
         aggregate principal amount at any time outstanding that when taken
         together with all Indebtedness outstanding at such time under
         paragraphs (l) and (m) above is not in excess of $10,000,000; and

                  (p) all premium (if any), interest (including post-petition
         interest), fees, expenses, indemnities, charges and additional or
         contingent interest on obligations described in clauses (a) through (o)
         above.

<PAGE>   73
                                                                              66




         SECTION 6.02. Liens. Create, incur, assume or permit to exist any Lien
on any property or assets (including stock or other securities of any person,
including BarTech or any Subsidiary) now owned or hereafter acquired by it or on
any income or revenues or rights in respect of any thereof, or sell or transfer
any account receivable or any right in respect thereof, except:

                  (a) Liens on property or assets of BarTech and the
         Subsidiaries existing on the date hereof and set forth in Schedule
         6.02, provided that such Liens shall secure only those obligations that
         they secure on the date hereof (and extensions, renewals and
         refinancings of such obligations permitted by Section 6.01(a)) and
         shall not subsequently apply to any other property or assets of any of
         the Borrowers or the Subsidiaries;

                  (b) any Lien created under the Loan Documents;

                  (c) any Lien existing on any property or asset of BarTech or
         any Subsidiary prior to the acquisition thereof by such Borrower or
         such Subsidiary, provided that (i) such Lien is not created in
         contemplation of or in connection with such acquisition and (ii) such
         Lien does not apply to any other property or asset of BarTech or any
         Subsidiary;

                  (d) any Lien on any property or asset of a Subsidiary securing
         Indebtedness permitted by Section 6.01(l), provided that such Lien does
         not apply to any other property or assets of BarTech or any Subsidiary
         not securing such Indebtedness at the date of acquisition of such
         property or asset (other than after acquired property subjected to a
         Lien securing Indebtedness incurred prior to such date and permitted
         hereunder which contains a requirement for the pledging of after
         acquired property);

                  (e) Liens for taxes, assessments or other governmental charges
         or levies not yet delinquent, or that are for less than $200,000 in the
         aggregate, or that are being contested in compliance with Section 5.03
         or for property taxes on property that BarTech or a Subsidiary has
         determined to abandon if the sole recourse for such tax, assessment,
         charge, levy or claim is to such property;

                  (f) carriers', warehousemen's, mechanic's, materialmen's,
         repairmen's or other like Liens arising in the ordinary course of
         business and securing obligations that are not due and payable or that
         are being contested in good faith by appropriate proceedings and in
         respect of which, if applicable, the relevant Borrower or the relevant
         Subsidiary shall have set aside on its books reserves in accordance
         with GAAP;

                  (g) pledges and deposits made in the ordinary course of
         business in compliance with the Federal Employers Liability Act or any
         other workmen's compensation, unemployment insurance and other social
         security laws or regulations and deposits securing liability to
         insurance carriers under insurance or self-insurance arrangements in
         respect of such obligations;

                  (h) deposits to secure the performance of bids, trade
         contracts (other than for Indebtedness), leases (other than Capital
         Lease Obligations), statutory obligations, surety and appeal bonds,
         performance bonds and other obligations of a like nature incurred in
         the 


<PAGE>   74
                                                                              67



         ordinary course of business, including those incurred to secure health,
         safety and environmental obligations in the ordinary course of
         business;

                  (i) zoning restrictions, easements, trackage rights, leases
         (other than Capital Lease Obligations), licenses, special assessments,
         rights-of-way, restrictions on use of real property and other similar
         encumbrances incurred in the ordinary course of business which, in the
         aggregate, are not substantial in amount and do not materially detract
         from the value of the property subject thereto or interfere with the
         ordinary conduct of the business of BarTech or any of the Subsidiaries;

                  (j) purchase money security interests in real property,
         improvements thereto or equipment hereafter acquired (or, in the case
         of improvements, constructed) by BarTech or any Subsidiary (including
         the interests of vendors and lessors under conditional sale and title
         retention agreements), provided that (i) such security interests secure
         Indebtedness permitted by Section 6.01(m) or Sale and Lease-Back
         Transactions permitted by Section 6.03, (ii) such security interests
         are incurred, and the Indebtedness secured thereby is created, within
         90 days after such acquisition (or construction), (iii) the
         Indebtedness secured thereby does not exceed 100% of the cost of such
         real property, improvements or equipment at the time of such
         acquisition (or construction), (iv) such expenditures are permitted by
         this Agreement and (v) such security interests do not apply to any
         other property or assets of BarTech or any Subsidiary (other than to
         accessions to such real property, improvements or equipment and
         provided that individual financings of equipment provided by a single
         lender may be cross-collateralized to other financings of equipment
         provided solely by such lender);

                  (k) Liens securing reimbursement obligations in respect of
         trade related letters of credit permitted under Section 6.01 and
         covering the goods (or the documents of title in respect of such goods)
         financed by such letters of credit;

                  (l) Liens arising out of Capitalized Lease Obligations or
         operating lease obligations permitted under Section 6.03, so long as
         such Liens (i) attach only to the property sold in such transaction and
         any accessions thereto and (ii) do not interfere with the business of
         BarTech or any of the Subsidiaries in any material respect;

                  (m) Liens consisting of interests of lessors under capital
         leases permitted by Section 6.01;

                  (n) Liens securing judgments for the payment of money in an
         aggregate amount not in excess of $1,000,000 (except to the extent
         covered by insurance as to which the insurer has acknowledged in
         writing its obligation to cover), unless such judgments shall remain
         undischarged for a period of more than 30 consecutive days during which
         execution shall not be effectively stayed;

                  (o) any Lien arising by operation of law pursuant to Section
         107(1) of the Comprehensive Environmental Response, Compensation and
         Liability Act, 42 U.S.C. Section 9607(1), or pursuant to analogous
         state law, for costs or damages which are not yet due (by virtue of a
         written demand for payment by a Governmental Authority) or which are
         being contested in compliance with the standard set forth in Section
         5.03(a), or on property that 


<PAGE>   75
                                                                              68



         BarTech or a Subsidiary has determined to abandon if the sole recourse
         for such costs or damages is to such property, provided that the
         liability of BarTech and the Subsidiaries with respect to the matters
         giving rise to all such Liens shall not, in the reasonable estimate of
         BarTech (in light of all attendant circumstances, including the
         likelihood of contribution by third parties), exceed $2,000,000;

                  (p) any leases or subleases to other persons of properties or
         assets owned or leased by BarTech or a Subsidiary;

                  (q) the replacement, extension or renewal of any Lien
         permitted by clause (c), (d) or (j) above, provided that such
         replacement, extension or renewal Lien shall not cover any property
         other than the property that was subject to such Lien prior to such
         replacement, extension or renewal, and provided further that the
         Indebtedness and other obligations secured by such replacement,
         extension or renewal Lien are permitted by this Agreement;

                  (r) Liens that are contractual rights of set-off (i) relating
         to the establishment of depository relations with banks not given in
         connection with the issuance of Indebtedness or (ii) pertaining to
         pooled deposit and/or sweep accounts of BarTech or any Subsidiary to
         permit satisfaction of overdraft or similar obligations incurred in the
         ordinary course of business of BarTech or any Subsidiary; and

                  (s) Liens arising out of the Interest Escrow Account.

         SECTION 6.03. Sale and Lease-Back Transactions. Enter into any
arrangement, directly or indirectly, with any person whereby it shall sell or
transfer any property, real or personal, used or useful in its business, whether
now owned or hereafter acquired, and thereafter rent or lease such property or
other property which it intends to use for substantially the same purpose or
purposes as the property being sold or transferred (a "Sale and Lease-Back
Transaction"), other than any Sale and Lease-Back Transaction that involves a
sale by BarTech or a Subsidiary solely for cash consideration on terms not less
favorable than would prevail in an arm's-length transaction and that results in
a Capital Lease Obligation and Liens associated therewith permitted under
Section 6.01(m) and 6.02(l).

         SECTION 6.04. Investments, Loans and Advances. Purchase, hold or
acquire any capital stock, evidences of indebtedness or other securities of,
make or permit to exist any loans or advances to, or make or permit to exist any
investment or any other interest in, any other person, except:

                  (a) investments (i) existing on the date hereof in the capital
         stock of the Subsidiaries; (ii) by BarTech or any Subsidiary in any
         Subsidiary that is a Guarantor (so long as such Guarantor shall remain
         a Wholly Owned Subsidiary after giving effect to such investment);
         (iii) by any Subsidiary in any Subsidiary that is a Guarantor; (iv) by
         any Subsidiary that is not a Guarantor in any Wholly Owned Subsidiary
         that is not a Guarantor (so long as such Subsidiary shall remain a
         Wholly Owned Subsidiary after giving effect to such investment);

                  (b) Permitted Investments and investments that were Permitted
         Investments when made;


<PAGE>   76
                                                                              69



                  (c) investments arising out of the receipt by BarTech or any
         Subsidiary of noncash consideration for the sale of assets permitted
         under Section 6.05;

                  (d) intercompany loans permitted to be incurred as
         Indebtedness under Section 6.01;

                  (e) (i) loans and advances to officers or employees of BarTech
         or any Subsidiary not to exceed $600,000 in the aggregate at any time
         outstanding to be used to pay taxes in connection with stay bonuses or
         compensation in the form of restricted stock and (ii) other loans and
         advances to officers or employees of BarTech or any Subsidiary not to
         exceed $250,000 in the aggregate at any time outstanding, in each case
         subject to Section 6.07;

                  (f)(i) accounts receivable arising and trade credit granted in
         the ordinary course of business and any securities received in
         satisfaction or partial satisfaction thereof from financially troubled
         account debtors to the extent reasonably necessary in order to prevent
         or limit loss and (ii) prepayments and other credits to suppliers made
         in the ordinary course of business consistent with the past practices
         of BarTech and the Subsidiaries;

                  (g) Interest/Exchange Rate Protection Agreements permitted
         pursuant to Section 6.01(f);

                  (h) investments, other than investments listed in paragraphs
         (a) through (g) of this Section 6.04, existing on the Closing Date and
         set forth on Schedule 6.04;

                  (i) investments resulting from pledges and deposits referred
         to in Section 6.02(g) or (h);

                  (j) loans and advances to an employee stock ownership plan or
         to officers or employees made solely to fund purchases of Capital Stock
         of BarTech on arm's-length terms to the extent the proceeds therefrom
         are concurrently received by BarTech, in an aggregate amount not to
         exceed $2,000,000 at any time outstanding;

                  (k) investments in evidences of Indebtedness, securities or
         other property received by BarTech or any Subsidiary from a customer or
         supplier in connection with any bankruptcy or reorganization of such
         person or by reason of a composition or readjustment of debt of such
         person or as a result of foreclosure, perfection or enforcement of any
         Lien on any property of such person, in each case in the ordinary
         course of business and in the exercise of the reasonable business
         judgment of BarTech or such Subsidiary;

                  (l) investments constituting Permitted Business Acquisitions
         made as Capital Expenditures permitted by Section 6.11; and

                  (m) investments constituting Permitted Business Acquisitions
         to the extent made with proceeds of the issuance of Capital Stock of
         BarTech (to the extent not previously used to prepay Indebtedness
         (other than Loans) make any investment or capital expenditure or
         otherwise for any purpose resulting in a deduction to Excess Cash Flow
         in any Fiscal Year) issued after the Closing Date (after any required
         application of the Net Cash Proceeds of such issuance to prepay
         Obligations in accordance with Section 2.10(h));

<PAGE>   77
                                                                              70




provided, however, that the aggregate amount of the consideration (whether cash
or property, as valued at the time each such investment is made) for all
investments in or loans to Subsidiaries that are not located in the United
States or Canada shall not exceed (net of any return of capital or principal of
(but not return or interest on) any such investment) $1,000,000 at any time.

         SECTION 6.05. Mergers, Consolidations, Sales of Assets and
Acquisitions. Merge into or consolidate with any other person, or permit any
other person to merge into or consolidate with it, or sell, transfer, lease or
otherwise dispose of (in one transaction or in a series of transactions) all or
any substantial part of its assets (whether now owned or hereafter acquired), or
purchase, lease or otherwise acquire (in one transaction or a series of
transactions) all or any substantial part of the assets of any other person,
except that this Section 6.05 shall not prohibit:

                  (a) the purchase and sale of inventory in the ordinary course
         of business by BarTech or any Subsidiary or the acquisition of any
         asset in the ordinary course of business, in each case subject to
         Sections 6.04 and 6.11;

                  (b) if at the time thereof and immediately after giving effect
         thereto no Event of Default or Default shall have occurred and be
         continuing (i) the merger of any Wholly Owned Subsidiary into BarTech
         in a transaction in which BarTech is the surviving corporation and (ii)
         the merger or consolidation of any Wholly Owned Subsidiary into or with
         any other Wholly Owned Domestic Subsidiary and, in the case of each
         clauses (i) and (ii), no person other than BarTech or a Wholly Owned
         Subsidiary receives any consideration;

                  (c) subject to Section 6.07, sales, leases or transfers from
         BarTech or any Subsidiary to BarTech or any Guarantor;

                  (d) investments permitted by Section 6.04;

                  (e) sales, leases or other dispositions of equipment or real
         property of BarTech or the Subsidiaries determined by the Board of
         Directors or senior management of BarTech to be no longer useful or
         necessary in the operation of the business of BarTech or the
         Subsidiaries;

                  (f) sales, leases or other dispositions of inventory of
         BarTech and the Subsidiaries determined by the Board of Directors or
         senior management of BarTech to be no longer useful or necessary in the
         operation of the business of BarTech and the Subsidiaries;

                  (g) Sale and Lease-Back Transactions permitted by Section
         6.03; or

                  (h) sales, leases or other dispositions of property having a
         net book value not in excess of $1,000,000 in any Fiscal Year, provided
         that no sale may be made of the Capital Stock of any Subsidiary except
         in connection with the sale of all its outstanding Capital Stock that
         is held by BarTech and any other Subsidiary, and provided further, that
         no sale may be made of the Capital Stock of BLSC;


<PAGE>   78
                                                                              71



provided, however, that any sale, transfer or other disposition of assets or
stock otherwise permitted by this Section 6.05 (other than pursuant to clauses
(a) through (c) above) shall not be permitted unless (i) in the case of any
sale, transfer or other disposition of Collateral, at least 85% of the proceeds
therefrom consist of cash or cash equivalents (it being understood that
Indebtedness of BarTech or any of the Subsidiaries assumed by the purchaser
shall be deemed to be cash if BarTech and the Subsidiaries are unconditionally
released from any liability therefor) and (ii) such consideration is at least
equal to the fair market value of the assets sold, transferred or disposed of.

         SECTION 6.06. Dividends and Distributions. Declare or pay, directly or
indirectly, any dividend or make any other distribution (by reduction of capital
or otherwise), whether in cash, property, securities or a combination thereof,
with respect to any shares of its Capital Stock (other than pro rata dividends
payable solely in shares of its common stock) or directly or indirectly redeem,
purchase, retire or otherwise acquire for value (or permit any Subsidiary to
purchase or acquire) any shares of any class of its Capital Stock or set aside
any amount for any such purpose; provided, however, that:

                  (a) any Subsidiary may declare and pay dividends to,
         repurchase its Capital Stock from or make other distributions to
         BarTech or to any Wholly Owned Subsidiary (or, in the case of
         non-Wholly Owned Subsidiaries, to BarTech or any Subsidiary and to each
         other owner of Capital Stock of such Subsidiary on a pro rata basis (or
         more favorable basis from the perspective of BarTech or such
         Subsidiary) based on their relative ownership interests);

                  (b) BarTech may declare and pay dividends or make other
         distributions to the Partnerships, and the Partnerships may declare and
         pay dividends or make other distributions to their respective partners,
         in respect of overhead, tax liabilities, legal, accounting and other
         professional fees and expenses and any fees and expenses associated
         with registration statements filed with the Securities and Exchange
         Commission and subsequent ongoing public reporting requirements, in
         each case to the extent actually incurred by the Partnerships or their
         respective partners, as applicable, in connection with their ownership
         of the Capital Stock of BarTech or the Partnerships, as applicable;

                  (c) BarTech may purchase or redeem shares of Capital Stock (or
         options or warrants in respect of such shares) of BarTech (including
         related stock appreciation rights or similar securities) held by
         present or former officers or employees of BarTech or any Subsidiary or
         by any Plan upon such person's death, disability, retirement or
         termination of employment or under the terms of any such Plan or any
         agreement under which such shares of stock or related rights were
         issued, provided that the aggregate amount of such purchases or
         redemptions that may be made pursuant to this paragraph (c) shall not
         exceed the sum of (i) the aggregate amount received by BarTech after
         the Closing Date from the sale of its Capital Stock to officers and
         employees of BarTech and the Subsidiaries and (ii) $2,000,000; and

                  (d) BarTech may declare and pay regularly scheduled dividend
         payments on and mandatory redemptions of the Bethlehem Preferred Stock,
         in each case in accordance with the terms thereof, provided that no
         Default or Event of Default shall have occurred and be continuing or
         would result therefrom.

<PAGE>   79
                                                                              72




         SECTION 6.07. Transactions with Affiliates. (a) Sell or transfer any
property or assets to, or purchase or acquire any property or assets from, or
otherwise engage in any other transaction with, any of its Affiliates or any
known direct or indirect holder of 10% or more of any class of capital stock of
BarTech, unless such transaction is (i) otherwise permitted under this Agreement
and (ii) upon terms no less favorable to such Borrower or such Subsidiary, as
the case may be, than it would obtain in a comparable arm's-length transaction
with a person that was not an Affiliate, provided that the foregoing restriction
shall not apply to (A) the payment to the Funds, JAC and/or any of their
respective Affiliates of the monitoring and management fees referred to in
paragraph (c) below or fees payable on the Closing Date or on the Restatement
Closing Date or (B) the indemnification of directors of the Borrowers and the
Subsidiaries in accordance with customary practice.

         (b) The foregoing paragraph (a) shall not prohibit, to the extent
otherwise permitted under this Agreement, (i) transactions among the Borrowers
and Subsidiaries otherwise expressly permitted by this Agreement, (ii) the
payment of fees and indemnities to directors, officers and employees of the
Borrowers and the Subsidiaries in the ordinary course of business, (iii)
transactions pursuant to permitted agreements in existence on the Closing Date
and set forth on Schedule 6.07, (iv) any employment agreements entered into by
the Borrower or any of the Subsidiaries in the ordinary course of business, (v)
dividends and repurchases permitted under Section 6.06, (vi) any of the
transactions contemplated by Sections 6.04(d), (vii) loans and advances to
officers or employees of BarTech or any Subsidiary (including travel and moving
expenses) in the ordinary course of business for bona fide business purposes of
BarTech or such Subsidiary not in excess of $500,000 in the aggregate at any
time outstanding and (viii) the payment of investment banking fees to the Funds,
JAC or any of their respective Affiliates to the extent such fees are no greater
than the investment banking fees that a third party could have obtained for the
same services after negotiation at arm's-length.

         (c) Make any payment of or on account of monitoring or management fees
payable to any of the Funds, the Fund Affiliates and/or JAC unless (i) no
Default or Event of Default shall have occurred and be continuing or would
result therefrom and (ii) the aggregate amount of monitoring or management fees
paid or payable to the Funds, the Fund Affiliates and/or JAC in any Fiscal Year
shall not exceed $875,000 in the aggregate, provided that if an acquisition
permitted under this Agreement for consideration of at least $10,000,000 is
consummated by BarTech or any Subsidiary, such fees may be increased to an
aggregate amount not to exceed $1,250,000 in any Fiscal Year. Notwithstanding
any other provision to the contrary, in no event shall BarTech or any Subsidiary
pay any monitoring or management fees to the Funds, the Fund Affiliates or JAC
if, after payment of any such fee made on or prior to September 30, 1997,
BarTech shall have less than $1.00 of consolidated net income (calculated,
solely for purposes of this sentence, without deduction for the amortization of
original issue discount on the Senior Notes) for the 12 full months immediately
preceding such payment (the "12-Month Test"), provided that unpaid amounts shall
accrue and be payable on the earlier of (i) January 1, 1998 or (ii) such time
subsequent to September 30, 1997, as BarTech meets the foregoing 12-Month Test.

         SECTION 6.08. Business of the Borrowers and the Subsidiaries. Engage at
any time in any business or business activity other than the business currently
conducted by it and business activities reasonably incidental or related
thereto.

<PAGE>   80
                                                                              73




         SECTION 6.09. Material Agreements. (a) (i) Directly or indirectly, make
any payment, retirement, repurchase or redemption on account of the principal of
or directly or indirectly prepay or defease any Indebtedness prior to the stated
maturity date of such Indebtedness (other than Indebtedness under the Loan
Documents), (ii) make any payment or prepayment of any such Indebtedness that
would violate the terms of this Agreement or of such Indebtedness, any agreement
or document evidencing, related to or securing the payment or performance of
such Indebtedness or any subordination agreement or provision applicable to such
Indebtedness or (iii) pay in cash any amount in respect of such Indebtedness
that may at the applicable Borrower's option be paid in kind thereunder.

         (b) Notwithstanding anything contained in this Section 6.09 to the
contrary,

                  (i) within 60 days following the consummation of any Public
         Equity Offering that results in gross proceeds (together with the gross
         proceeds of one or more prior Public Equity Offerings the gross
         proceeds of which shall not have been previously applied pursuant to
         this subclause (i)) of at least $35,000,000, BarTech may optionally
         redeem all or any portion of the Senior Notes pursuant to the Senior
         Note Indenture, in an aggregate amount (including principal, premium,
         if any, and accrued interest) not to exceed the Net Cash Proceeds of
         such Public Equity Offering (or Offerings), provided that (A) on or
         before the date the related notice of redemption is given, the Interim
         Standby Obligations have been terminated, (B) if (x) on the date the
         related notice of redemption is given, the Total Revolving Credit
         Exposure exceeds 62.5% of Total A/R and Inventory or (y) the average
         daily Total Revolving Credit Exposure during the 30-day period
         immediately preceding the date such notice is given exceeds 62.5% of
         Total A/R and Inventory, then the Borrowers shall apply an amount equal
         to the greater of (1) the excess, if any, referred to in clause (x)
         above and (2) the excess, if any, referred to in clause (y) above, to
         prepay Loans and/or cash collateralize Letters of Credit as required by
         Section 2.10(d) and (C) at the time such notice of redemption is given,
         and after giving effect to the consummation of such redemption, no
         Default or Event of Default shall have occurred and be continuing;

                  (ii) within 150 days after the end of each fiscal year of
         BarTech, BarTech may, commencing with the fiscal year ending September
         30, 1996, make any mandatory offer to purchase the Senior Notes (and
         may purchase any Senior Notes validly tendered pursuant to such offer)
         required by the Senior Note Indenture, in an aggregate amount
         (including principal, premium, if any, and accrued interest) not to
         exceed 75% of Excess Cash Flow for such fiscal year, provided that if
         (A) on or before the date the related offer to purchase has been made,
         the Interim Standby Obligations have been terminated, (B) on the date
         the related offer to purchase is made, the Total Revolving Credit
         Exposure exceeds 62.5% of Total A/R and Inventory or (C) the average
         daily Total Revolving Credit Exposure during the 30-day period
         immediately preceding the date such offer is made exceeds 62.5% of
         Total A/R and Inventory, then the Borrowers shall apply an amount equal
         to the greater of (x) the excess, if any, referred to in clause (B)
         above and (y) the excess, if any, referred to in clause (B) above, to
         prepay Loans and/or cash collateralize Letters of Credit as required by
         Section 2.10(g);

                  (iii) within 150 days after the end of each Fiscal Year of
         BarTech, BarTech may, commencing with the 1999 Fiscal Year, optionally
         redeem all or any portion of the Senior 

<PAGE>   81
                                                                              74




         Notes pursuant to the Senior Note Indenture, in an aggregate amount
         (including principal, premium, if any, and accrued interest) not to
         exceed 100% of Excess Cash Flow for such Fiscal Year (to the extent not
         previously used to purchase Senior Notes or prepay Loans or cash
         collateralize Letters of Credit pursuant to clause (iii) above),
         provided that (A) on or before the date the related notice of
         redemption is given, the Interim Standby Obligations have been
         terminated, (B) if (x) on the date the related notice of redemption is
         given, the Total Revolving Credit Exposure exceeds 62.5% of Total A/R
         and Inventory or (y) the average daily Total Revolving Credit Exposure
         during the 30-day period immediately preceding the date such notice is
         given exceeds 62.5% of Total A/R and Inventory, then the Borrowers
         shall apply an amount equal to the greater of (1) the excess, if any,
         referred to in clause (x) above and (2) the excess, if any, referred to
         in clause (y) above, to prepay Loans and/or cash collateralize Letters
         of Credit as required by Section 2.10(g) and (C) at the time such
         notice of redemption is given, and after giving effect to the
         consummation of such redemption, no Default or Event of Default shall
         have occurred and be continuing;

                  (iv) within 180 days after receipt of Net Cash Proceeds of any
         Asset Sale, BarTech may make any mandatory offer to purchase the Senior
         Notes (and may purchase any Senior Notes validly tendered pursuant to
         such offer) required by the Senior Note Indenture, in an aggregate
         amount (including principal, premium, if any, and accrued interest) not
         to exceed such Net Cash Proceeds (to the extent not required to be used
         to prepay Loans or cash collateralize Letters of Credit in accordance
         with Section 2.10(h) and to the extent not previously used to prepay
         Indebtedness (other than the Loans and the Senior Notes) required to be
         repaid under the terms thereof as a result of such Asset Sale, make any
         investment or capital expenditure or otherwise for any purpose
         resulting in a deduction to Excess Cash Flow in any Fiscal Year),
         provided that BarTech shall be permitted to defer any such offer until
         the aggregate amount of such Net Cash Proceeds received after the
         Closing Date shall exceed $10,000,000 as permitted by the Senior Notes
         Indenture.

         (c) Permit any waiver, supplement, modification, amendment, termination
or release that is in any manner adverse in any material respect to the Lenders
of (i) the certificate of incorporation or bylaws of BarTech or any Subsidiary,
(ii) the Subscription Agreement, (iii) the Stockholders' Agreement, (iv) the
Merger Agreement, (v) the 1997 Subscription Agreement or (vi) any instrument or
agreement pursuant to which any Indebtedness of BarTech or any Subsidiary is
outstanding to any person in an aggregate principal amount in excess of
$250,000.

         (d) Permit any Subsidiary to enter into any agreement or instrument
that by its terms restricts the payment of dividends or the making of cash
advances by such Subsidiary to BarTech or any Subsidiary that is a direct or
indirect parent of such Subsidiary other than those set forth in the Loan
Documents and those in effect on the Closing Date and set forth on Schedule 6.09
(or replacements of such agreements on terms no less favorable to the Lenders).

<PAGE>   82
                                                                              75




         SECTION 6.10. Interest Coverage Ratio. Permit the ratio of (a) EBITDA
to (b) Cash Interest Expense for any four-fiscal quarter period ending on a date
set forth below to be less than the ratio set forth opposite such date, provided
that for purposes of calculating EBITDA for each of the four-fiscal quarter
periods ending September 26, 1998, January 2, 1999, and April 3, 1999, EBITDA
for such four-fiscal quarter period shall equal the greater of (a) EBITDA for
the four-fiscal quarter period ending on such date and (b) EBITDA for the period
commencing on June 28, 1998, and ending (i) on September 26, 1998, multiplied by
4, (ii) January 2, 1999, multiplied by 2, and (iii) on April 3, 1999, multiplied
by 4/3, as applicable:



<TABLE>
<CAPTION>
               Date:                                       Ratio:

<S>                                                        <C>
               September 26, 1998                          1.00
               January 2, 1999                             1.00
               April 3, 1999                               1.30
               July 3, 1999                                1.30
               October 2, 1999                             1.75
               Thereafter                                  1.75
</TABLE>



         SECTION 6.11. Capital Expenditures. Permit the aggregate amount of
Capital Expenditures made by BarTech and the Subsidiaries in any Fiscal Year
(commencing with the 1998 Fiscal Year) to exceed the amount set forth below as
the "Base Amount" for such Fiscal Year; provided, however, that the amount of
permitted Capital Expenditures in any Fiscal Year shall be increased by an
amount equal to the lesser of (i) the total amount of unused permitted Capital
Expenditures for the immediately preceding year (including the amount of any
unused Capital Expenditures carried forward to such preceding year pursuant to
this proviso) and (ii) the Base Amount for the immediately preceding year:


<TABLE>
<CAPTION>
               Fiscal Year                             Base Amount

<S>                                                   <C>
                 1998                                 $30,000,000

                 1999                                  15,000,000

                 2000                                  15,000,000
</TABLE>


Notwithstanding the foregoing, Capital Expenditures made by BarTech and the
Subsidiaries in the 1998 Fiscal Year will not be materially inconsistent with
the "Special Capital Expenditures Program" described in the book provided to the
Lenders on August 12, 1997.

         SECTION 6.12. Capital Stock of the Subsidiaries. Sell, transfer, lease
or otherwise dispose of, or make subject to any subscription, option, warrant,
call, right or other agreement or commitment of any nature, the Capital Stock of
any Subsidiary, other than (a) pursuant to the Loan Documents or pursuant to a
transaction permitted pursuant to Section 6.05 and (b) directors' qualifying
shares.


<PAGE>   83
                                                                              76




         SECTION 6.13. Foreign Revenues. Permit revenues of Subsidiaries located
outside the United States or Canada or attributable to foreign operations
located outside the United States or Canada in any Fiscal Year to be greater
than 10% of the consolidated revenues of BarTech and the Subsidiaries in such
Fiscal Year.

         SECTION 6.14. Fiscal Year. Change the end of its fiscal year from the
Saturday closest to December 31 to any other date, or change the end of its
first, second or third fiscal quarters from the dates currently projected, to
any other date.


                                      ARTICLE VII

                                   Events of Default

         In case of the happening of any of the following events ("Events of
Default"):

                  (a) any representation or warranty made or deemed made by any
         Loan Party in any Loan Document, or any representation, warranty,
         statement or information contained in any report, certificate,
         financial statement or other instrument furnished in connection with or
         pursuant to any Loan Document, shall prove to have been false or
         misleading in any material respect when so made, deemed made or
         furnished by such Loan Party;

                  (b) default shall be made in the payment of any principal of
         any Loan or the reimbursement with respect to any L/C Disbursement when
         and as the same shall become due and payable, whether at the due date
         thereof or at a date fixed for prepayment thereof or by acceleration
         thereof or otherwise;

                  (c) default shall be made in the payment of any interest on
         any Loan or on any L/C Disbursement or in the payment of any Fee or any
         other amount (other than an amount referred to in (b) above) due under
         any Loan Document, when and as the same shall become due and payable,
         and such default shall continue unremedied for a period of five
         Business Days;

                  (d) default shall be made in the due observance or performance
         by any of the Borrowers or the Subsidiaries of any covenant, condition
         or agreement contained in Section 5.01(a) (with respect to the
         Borrowers), 5.05(a) or 5.08 or in Article VI;

                  (e) default shall be made in the due observance or performance
         by any of the Pledgors, the Borrowers or the Subsidiaries of any
         covenant, condition or agreement contained in any Loan Document (other
         than those specified in (b), (c) or (d) above) and such default shall
         continue unremedied for a period of 30 days after notice thereof from
         the Administrative Agent or the Required Lenders to the Borrowers;

                  (f) any of the Borrowers or the Subsidiaries shall fail to
         observe or perform any term, covenant, condition or agreement contained
         in any agreement or instrument evidencing or governing any Indebtedness
         (other than any Indebtedness under any Loan Document) having an
         aggregate principal or notional amount in excess of $2,000,000, if the
         effect of any 



<PAGE>   84
                                                                              77



         such failure is to cause, or to permit the holder or holders of such
         Indebtedness or a trustee on its or their behalf (with or without the
         giving of notice, the lapse of time or both) to cause, such
         Indebtedness to become due prior to its stated maturity, or any of the
         Borrowers or the Subsidiaries shall fail to pay any principal in
         respect of any such Indebtedness at the stated maturity thereof;

                  (g) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed in a court of competent
         jurisdiction seeking (i) relief in respect of any of the Principal
         Pledgors, the Borrowers or the Subsidiaries or of a substantial part of
         the property or assets of any of the Principal Pledgors, the Borrowers
         or the Subsidiaries under Title 11 of the United States Code, as now
         constituted or hereafter amended, or any other Federal, state or
         foreign bankruptcy, insolvency, receivership or similar law, (ii) the
         appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for any of the Principal Pledgors, the
         Borrowers or the Subsidiaries or for a substantial part of the property
         or assets of any of the Principal Pledgors, the Borrowers or the
         Subsidiaries or (iii) the winding-up or liquidation of any of the
         Principal Pledgors, the Borrowers or the Subsidiaries; and such
         proceeding or petition shall continue undismissed for 60 days or an
         order or decree approving or ordering any of the foregoing shall be
         entered;

                  (h) any of the Principal Pledgors, the Borrowers or the
         Subsidiaries shall (i) voluntarily commence any proceeding or file any
         petition seeking relief under Title 11 of the United States Code, as
         now constituted or hereafter amended, or any other Federal, state or
         foreign bankruptcy, insolvency, receivership or similar law, (ii)
         consent to the institution of, or fail to contest in a timely and
         appropriate manner, any proceeding or the filing of any petition
         described in (g) above, (iii) apply for or consent to the appointment
         of a receiver, trustee, custodian, sequestrator, conservator or similar
         official for any of the Principal Pledgors, the Borrowers or the
         Subsidiaries or for a substantial part of the property or assets of any
         of the Principal Pledgors, the Borrowers or the Subsidiaries, (iv) file
         an answer admitting the material allegations of a petition filed
         against it in any such proceeding, (v) make a general assignment for
         the benefit of creditors, (vi) become unable, admit in writing its
         inability or fail generally to pay its debts as they become due or
         (vii) take any action for the purpose of effecting any of the
         foregoing;

                  (i) one or more judgments for the payment of money in an
         aggregate amount in excess of $2,000,000 (except to the extent covered
         by insurance as to which the insurer has acknowledged in writing its
         obligation to cover) shall be rendered against any of the Principal
         Pledgors, the Borrowers or the Subsidiaries or any combination thereof
         and the same shall remain undischarged for a period of 30 consecutive
         days during which execution shall not be effectively stayed, or any
         action shall be legally taken by a judgment creditor to levy upon
         assets or properties of any of the Principal Pledgors, the Borrowers or
         the Subsidiaries to enforce any such judgment;

                  (j) (i) a Reportable Event or Reportable Events, or a failure
         to make a required installment or other payment (within the meaning of
         Section 412(n)(1) of the Code), shall have occurred with respect to any
         Plan or Plans, (ii) a trustee shall be appointed by a United States
         district court to administer any Plan or Plans, (iii) the PBGC shall
         institute proceedings (including giving notice of intent thereof) to
         terminate any Plan or Plans, 

<PAGE>   85
                                                                              78




         (iv) the Borrower or any ERISA Affiliate shall have been notified by
         the sponsor of a Multiemployer Plan that it has incurred Withdrawal
         Liability to such Multiemployer Plan and the Borrower or such ERISA
         Affiliate does not have reasonable grounds for contesting such
         Withdrawal Liability or is not contesting such Withdrawal Liability in
         a timely and appropriate manner, (v) the Borrower or any ERISA
         Affiliate shall have been notified by the sponsor of a Multiemployer
         Plan that such Multiemployer Plan is in reorganization or is being
         terminated, within the meaning of Title IV of ERISA, (vi) the Borrower
         or any ERISA Affiliate shall engage in any "prohibited transaction" (as
         defined in Section 406 of ERISA or Section 4975 of the Code) involving
         any Plan, (vii) any other similar event or condition shall occur or
         exist with respect to a Plan; and in each case in clauses (i) through
         (vii) above, such event or condition, together with all other such
         events or conditions, if any, could reasonably be expected to have a
         Material Adverse Effect;

                  (k) (i) any Loan Document shall for any reason be asserted by
         any of the Principal Pledgors, the Borrowers or the Subsidiaries not to
         be a legal, valid and binding obligation of any party thereto or (ii)
         any security interest purported to be created by any Security Document
         and to extend to any Capital Stock of BarTech or any assets that are
         not immaterial to the Borrowers and the Subsidiaries on a consolidated
         basis shall cease to be, or shall be asserted by any of the Principal
         Pledgors, the Borrowers or the Subsidiaries not to be, a valid,
         perfected, first priority (except as otherwise expressly provided in
         this Agreement or such Security Document) security interest in the
         securities, assets or properties covered thereby, except to the extent
         that any such loss of perfection or priority results from the failure
         of the Collateral Agent to maintain possession of certificates
         representing securities pledged under the Pledge Agreement or to file
         UCC continuation statements; or

                  (l) there shall have occurred a Change in Control;

then, and in every such event (other than an event with respect to a
Partnership, a Borrower or a Guarantor described in paragraph (g) or (h) above),
and at any time thereafter during the continuance of such event, the
Administrative Agent, at the request of the Required Lenders, shall, by notice
to BarTech, take any or all of the following actions, at the same or different
times: (i) terminate forthwith the Commitments, (ii) terminate the Interim
Standby Obligations, (iii) declare the Loans then outstanding to be forthwith
due and payable in whole or in part and (iv) demand cash collateral pursuant to
Section 2.19(k), whereupon the principal of the Loans so declared to be due and
payable, together with accrued interest thereon and any unpaid accrued Fees and
all other liabilities of the Borrowers accrued hereunder and under any other
Loan Document, shall become forthwith due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are hereby
expressly waived by each Borrower, anything contained herein or in any other
Loan Document to the contrary notwithstanding; and in any event with respect to
a Partnership (so long as it owns any Pledged Stock), a Borrower or a Guarantor
described in paragraph (g) or (h) above, the Commitments shall automatically
terminate, the principal of the Loans then outstanding, together with accrued
interest thereon and any unpaid accrued Fees and all other liabilities of the
Borrowers accrued hereunder and under any other Loan Document, shall
automatically become due and payable and the Administrative Agent shall be
deemed to have made a demand for cash collateral to the full extent permitted
under Section 2.19(k), without presentment, demand, protest or any other notice
of any kind, all of which are hereby expressly waived by the Borrowers, anything
contained herein or in any other Loan Document to the contrary notwithstanding.

<PAGE>   86
                                                                              79




                                  ARTICLE VIII

                The Administrative Agent and the Collateral Agent

         In order to expedite the transactions contemplated by this Agreement,
The Chase Manhattan Bank is hereby appointed to act as Administrative Agent and
Collateral Agent on behalf of the Lenders and the Fronting Bank (for purposes of
this Article VIII, the Administrative Agent and the Collateral Agent are
referred to collectively as the "Agents"). Each of the Lenders and each assignee
of any such Lender hereby irrevocably authorizes the Agents to take such actions
on behalf of such Lender or assignee or the Fronting Bank and to exercise such
powers as are specifically delegated to the Agents by the terms and provisions
hereof and of the other Loan Documents, together with such actions and powers as
are reasonably incidental thereto. The Administrative Agent is hereby expressly
authorized by the Lenders and the Fronting Bank, without hereby limiting any
implied authority, (a) to receive on behalf of the Lenders and the Fronting Bank
all payments of principal of and interest on the Loans, all payments in respect
of L/C Disbursements and all other amounts due to the Lenders and the Fronting
Bank hereunder, and promptly to distribute to each Lender or the Fronting Bank
its proper share of each payment so received; (b) to give notice on behalf of
each of the Lenders to the Borrowers of any Event of Default specified in this
Agreement of which the Administrative Agent has actual knowledge acquired in
connection with its agency hereunder; and (c) to distribute to each Lender
copies of all notices, financial statements and other materials delivered by the
Borrowers pursuant to this Agreement as received by the Administrative Agent.
Without limiting the generality of the foregoing, the Agents are hereby
expressly authorized to execute any and all documents (including releases) with
respect to the Collateral and the rights of the Secured Parties with respect
thereto, as contemplated by and in accordance with the provisions of this
Agreement and the Security Documents. Notwithstanding anything to the contrary
in this Agreement or any other Loan Document, the parties acknowledge and agree
that the Collateral (as defined in the Master Pledge Agreement) shall be held by
the Indenture Collateral Agent for the ratable benefit of the Secured Parties
(as defined in the Master Pledge Agreement) in accordance with the provisions of
the Master Pledge Agreement and the Pledge Intercreditor Agreement.

         Neither the Agents nor any of their respective directors, officers,
employees or agents shall be liable as such for any action taken or omitted by
any of them except for its or his own gross negligence or wilful misconduct, or
be responsible for any statement, warranty or representation herein or the
contents of any document delivered in connection herewith, or be required to
ascertain or to make any inquiry concerning the performance or observance by the
Borrowers or any other Loan Party of any of the terms, conditions, covenants or
agreements contained in any Loan Document. The Agents shall not be responsible
to the Lenders for the due execution, genuineness, validity, enforceability or
effectiveness of this Agreement or any other Loan Documents or other instruments
or agreements. The Agents shall in all cases be fully protected in acting, or
refraining from acting, in accordance with written instructions signed by the
Required Lenders and, except as otherwise specifically provided herein, such
instructions and any action or inaction pursuant thereto shall be binding on all
the Lenders. Each Agent shall, in the absence of knowledge to the contrary, be
entitled to rely on any instrument or document believed by it in good faith to
be genuine and correct and to have been signed or sent by the proper person or
persons. Neither the Agents nor any of their respective directors, officers,
employees or agents shall have any responsibility to either 

<PAGE>   87
                                                                              80




Borrower or any other Loan Party on account of the failure of or delay in
performance or breach by any Lender or the Fronting Bank of any of its
obligations hereunder or to any Lender or the Fronting Bank on account of the
failure of or delay in performance or breach by any other Lender or the Fronting
Bank or a Borrower or any other Loan Party of any of their respective
obligations hereunder or under any other Loan Document or in connection herewith
or therewith. Each of the Agents may execute any and all duties hereunder by or
through agents or employees and shall be entitled to rely upon the advice of
legal counsel selected by it with respect to all matters arising hereunder and
shall not be liable for any action taken or suffered in good faith by it in
accordance with the advice of such counsel.

         The Lenders hereby acknowledge that neither Agent shall be under any
duty to take any discretionary action permitted to be taken by it pursuant to
the provisions of this Agreement unless it shall be requested in writing to do
so by the Required Lenders (and such other Lenders as may be expressly required
by Section 9.09).

         Subject to the appointment and acceptance of a successor Agent as
provided below, either Agent may resign at any time by notifying the Lenders and
the Borrowers. Upon any such resignation, the Required Lenders shall have the
right to appoint a successor with the consent of the Borrower (not to be
unreasonably withheld). If no successor shall have been so appointed by the
Required Lenders and approved by the Borrowers and shall have accepted such
appointment within 30 days after the retiring Agent gives notice of its
resignation, then the retiring Agent may, on behalf of the Lenders with the
consent of the Borrowers (not to be unreasonably withheld), appoint a successor
Agent which shall be a bank with an office in New York, New York, having a
combined capital and surplus of at least $500,000,000 or an Affiliate of any
such bank. Upon the acceptance of any appointment as Agent hereunder by a
successor bank, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent and the retiring
Agent shall be discharged from its duties and obligations hereunder. After the
Agent's resignation hereunder, the provisions of this Article and Section 9.05
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as Agent.

         With respect to the Loans made by it hereunder, each Agent in its
individual capacity and not as Agent shall have the same rights and powers as
any other Lender and may exercise the same as though it were not an Agent, and
the Agents and their Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with either Borrower or any Subsidiary
or other Affiliate thereof as if it were not an Agent.

         Each Lender agrees (a) to reimburse the Agents, on demand, in the
amount of its pro rata share (based on its Commitments hereunder (or if such
Commitments shall have expired or been terminated, in accordance with the
respective principal amounts of its applicable outstanding Loans or
participations in L/C Disbursements, as applicable)) of any reasonable expenses
incurred for the benefit of the Lenders by the Agents, including counsel fees
and compensation of agents and employees paid for services rendered on behalf of
the Lenders, which shall not have been reimbursed by the Borrowers and (b) to
indemnify and hold harmless each Agent and any of its directors, officers,
employees or agents, on demand, in the amount of such pro rata share, from and
against any and all liabilities, taxes, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by or asserted against it in
its capacity as Agent or any of them in any way relating to or arising out of


<PAGE>   88
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this Agreement or any other Loan Document or any action taken or omitted by it
or any of them under this Agreement or any other Loan Document, to the extent
the same shall not have been reimbursed by the Borrowers, provided that no
Lender shall be liable to an Agent for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the gross negligence or wilful
misconduct of such Agent or any of its directors, officers, employees or agents.

         Each Lender acknowledges that it has, independently and without
reliance upon the Agents or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Agents or any other Lender and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement or any other Loan Document, any related
agreement or any document furnished hereunder or thereunder.


                                   ARTICLE IX

                                  Miscellaneous

         SECTION 9.01. Notices. Notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy, as follows:

                  (a) if to either Borrower, to it at 227 Franklin Street, Suite
         300, Johnstown, PA 15901, Attention of President (Telecopy No. (814)
         533-7220, and if to any Subsidiary, to it in care of BarTech, in each
         case with a copy to The Blackstone Group, at 345 Park Avenue (31st
         Floor), New York, NY 10154, Attention of David Blitzer (Telecopy No.
         (212) 754-8724);

                  (b) if to the Administrative Agent or the Collateral Agent, to
         The Chase Manhattan Bank, Loan & Agency Services, One Chase Manhattan
         Plaza, 8th Floor, New York, New York 10081, Attention of Sandra Miklave
         (Telecopy No. (212) 622-0002), with a copy to (i) other than the case
         of any information described in clause (ii) below, The Chase Manhattan
         Bank, at 270 Park Avenue, New York, New York 10017, Attention of James
         H. Ramage (Telecopy No. (212) 270-2625) or (ii) in the case of any
         reports or other information required by Section 5.04(d), The Chase
         Manhattan Bank, 200 Jericho Quadrangle, Jericho, NY 11753, Attention of
         Ronald Bruens (Telecopy No. (516) 828-2030);

                  (c) if to the Fronting Bank, to Chase Manhattan Bank Delaware
         at 1201 Market Street, Wilmington, Delaware 19801, Attention of Michael
         P. Handago (Telecopy No. (302) 428-3390); and

                  (d) if to a Lender, to it at its address (or telecopy number)
         set forth in the Administrative Questionnaire delivered to the
         Administrative Agent by such Lender in 

<PAGE>   89
                                                                              82




         connection with the execution of this Agreement or in the Assignment
         and Acceptance pursuant to which such Lender shall have become a party
         hereto.

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by
telecopy or on the date five Business Days after dispatch by certified or
registered mail if mailed, in each case delivered, sent or mailed (properly
addressed) to such party as provided in this Section 9.01 or in accordance with
the latest unrevoked direction from such party given in accordance with this
Section 9.01.

         SECTION 9.02. Survival of Agreement. All covenants, agreements,
representations and warranties made by each of the Borrowers and the other Loan
Parties herein, in the other Loan Documents and in the certificates or other
instruments prepared or delivered in connection with or pursuant to this
Agreement or any other Loan Document shall be considered to have been relied
upon by the Lenders and the Fronting Bank and shall survive the making by the
Lenders of the Loans, the execution and delivery to the Lenders of the Loan
Documents and the issuance of the Letters of Credit, regardless of any
investigation made by the Lenders or on their behalf, and shall continue in full
force and effect as long as the principal of or any accrued interest on any Loan
or L/C Disbursement or any Fee or any other amount payable under this Agreement
or any other Loan Document is outstanding and unpaid or any Letter of Credit is
outstanding and so long as the Commitments have not been terminated. Without
prejudice to the survival of any other agreements contained herein,
indemnification and reimbursement obligations contained herein (including
pursuant to Sections 2.11, 2.13, 2.17 and 9.05) shall survive the payment in
full of the principal and interest hereunder, the expiration of the Letters of
Credit and the termination of the Commitments or this Agreement.

         SECTION 9.03. Binding Effect. This Agreement shall become effective
when it shall have been executed by each of the Borrowers and the Administrative
Agent and when the Administrative Agent shall have received copies hereof which,
when taken together, bear the signatures of each of the other parties hereto,
and thereafter shall be binding upon and inure to the benefit of the Borrowers,
the Fronting Bank, the Administrative Agent, the Collateral Agent and each
Lender and their respective permitted successors and assigns.

         SECTION 9.04. Successors and Assigns. (a) Whenever in this Agreement
any of the parties hereto is referred to, such reference shall be deemed to
include the permitted successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of each Borrower, the Administrative
Agent, the Fronting Bank or the Lenders that are contained in this Agreement
shall bind and inure to the benefit of their respective successors and assigns.

         (b) Each Lender may assign to one or more assignees all or a portion of
its interests, rights and obligations as a Lender under this Agreement
(including all or a portion of its Commitments, its Interim Standby Obligations,
the Loans at the time owing to it and participations in Letters of Credit held
by it (it being understood that Revolving Credit Commitments, Revolving Loans,
the Interim Standby Obligations, the Interim Standby Loans, L/C Disbursements
and participations in Letters of Credit may only be assigned in pro rata
amounts)); provided, however, that (i) except in the case of an assignment to
another Lender or an Affiliate of such Lender, in each case, BarTech, the
Administrative Agent and the Fronting Bank must each give its prior written
consent to such 


<PAGE>   90
                                                                              83




assignment (which consent shall not in either case be unreasonably withheld or
delayed), (ii) except in the case of an assignment to another Lender or an
Affiliate of such Lender, the amount of the Loans, Commitments or Interim
Standby Obligations of the assigning Lender subject to such assignment
(determined as of the date the Assignment and Acceptance with respect to such
assignment is delivered to the Administrative Agent) shall be an amount not less
than $5,000,000 and an integral multiple of $1,000,000 or shall be the entire
remaining amount of such Loans, Commitments or Interim Standby Obligations of
such assigning Lender, (iii) unless the assignor ceases to be a Lender, the
aggregate amount of the Loans and unused Commitments of such Lender after giving
effect to such assignment shall be not less than $5,000,000, (iv) the parties to
each such assignment shall execute and deliver to the Administrative Agent an
Assignment and Acceptance, together with a processing and recordation fee of
$3,500 and (v) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire. Upon acceptance and
recording pursuant to paragraph (e) of this Section 9.04, from and after the
effective date specified in each Assignment and Acceptance, which effective date
shall be at least five Business Days after the execution thereof unless agreed
otherwise by the Administrative Agent, (i) the assignee thereunder shall be a
party hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement and
(ii) the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all or the remaining portion of an assigning Lender's rights and obligations
under this Agreement, such Lender shall cease to be a party hereto but shall
continue to be entitled to the benefits of Sections 2.11, 2.13, 2.17 and 9.05,
as well as to any Fees accrued for its account and not yet paid).

         (c) By executing and delivering an Assignment and Acceptance, the
assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim and that
its Revolving Credit Commitment and Interim Standby Obligation, and the
outstanding balances of its Loans and L/C Disbursements and its participations
in Letters of Credit, in each case without giving effect to assignments thereof
that have not become effective, are as set forth in such Assignment and
Acceptance; (ii) except as set forth in clause (i) above, such assigning Lender
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with
this Agreement, or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement, any other Loan Document or
any other instrument or document furnished pursuant hereto or thereto, or the
financial condition of either Borrower or any Guarantor or the performance or
observance by either Borrower or any Guarantor of any of its obligations under
this Agreement, any other Loan Document or any other instrument or document
furnished pursuant hereto or thereto; (iii) such assignee represents and
warrants that it is legally authorized to enter into such Assignment and
Acceptance; (iv) such assignee confirms that it has received copies of this
Agreement and the other Loan Documents, together with copies of the most recent
financial statements delivered pursuant to this Agreement and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance; (v) such
assignee will independently and without reliance upon the Administrative Agent,
the Fronting Bank, 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; 


<PAGE>   91
                                                                              84




(vi) such assignee appoints and authorizes the Administrative Agent and the
Collateral Agent to take such action as agent on its behalf and to exercise such
powers under this Agreement and the other Loan Documents as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such powers
as are reasonably incidental thereto; and (vii) such assignee agrees that it
will perform in accordance with their terms all the obligations which by the
terms of this Agreement are required to be performed by it as a Lender.

         (d) The Administrative Agent, acting for this purpose as an agent of
each Borrower, shall maintain at its address referred to in subsection 9.01 a
copy of each Assignment and Acceptance delivered to it and a register (the
"Register") for the recordation of the names and addresses of the Lenders and
the Commitments of, and principal amount of the Loans and L/C Disbursements
owing to, each Lender from time to time. The Administrative Agent shall also
record the L/C Exposure of each Lender in the Register. The entries in the
Register shall be conclusive, in the absence of manifest error, and each
Borrower, the Administrative Agent, the Fronting Bank and the Lenders shall
treat each person whose name is recorded in the Register as the owner of
Commitments and the Loans and L/C Exposures recorded therein for all purposes of
this Agreement. The Register shall be available for inspection by each Borrower,
the Fronting Bank, any Lender and their representatives (including counsel and
accountants), at any reasonable time and from time to time upon reasonable prior
notice.

         (e) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, an Administrative Questionnaire
completed in respect of the assignee (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) above and, if required, the written consent of BarTech, the Fronting Bank
and the Administrative Agent to such assignment, the Administrative Agent shall
(i) accept such Assignment and Acceptance, (ii) record the information contained
therein in the Register and (iii) give prompt notice thereof to the Lenders.
Notwithstanding anything to the contrary contained herein, no assignment under
Section 9.04(b) of any rights or obligations shall be effective unless and until
the Administrative Agent shall have recorded such assignment in the Register.
The Administrative Agent shall record the name of the transferor, the name of
the transferee, and the amount of the transfer in the Register after receipt of
all documents required pursuant to this Section 9.04 and such other documents as
the Administrative Agent may reasonably request.

         (f) Each Lender may without the consent of either Borrower, the
Fronting Bank or the Administrative Agent sell participations to one or more
banks or other entities in all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitments, the Interim
Standby Obligations, the Loans owing to it, its L/C Exposure and the
participations in Letters of Credit held by it); provided, however, 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) the participating banks or other entities
shall be entitled to the benefit of the cost protection provisions contained in
Sections 2.11, 2.13, 2.17 and 9.06 to the same extent as if they were Lenders,
provided that no such participating bank or entity shall be entitled to receive
any greater amount pursuant to such Sections than a Lender would have been
entitled to receive in respect of the amount of the participation sold by such
Lender to such participating bank or entity had no sale occurred, and (iv) the
Borrowers, the Administrative Agent, the Fronting Bank 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 such Lender shall
retain the sole right 

<PAGE>   92
                                                                              85




to enforce the obligations of the Borrowers or any other Loan Party, as the case
may be, relating to its Loans, L/C Exposure and participations in Letters of
Credit and Fees and to approve any amendment, modification or waiver of any
provision of this Agreement or any other Loan Document (other than amendments,
modifications or waivers decreasing any Fee payable hereunder or the amount of
principal of or the rate at which interest is payable on the Loans or L/C
Disbursements, extending any final maturity date or increasing any Commitment or
any Interim Standby Obligation, in each case in respect of an Obligation in
which the relevant participating bank or entity is participating, or releasing
all or substantially all of the Collateral or any Guarantor from its Guarantee
Agreement unless all or substantially all the Capital Stock of such Guarantor is
sold in a transaction permitted by this Agreement or as provided in Section
9.17). Each Lender will disclose the identity of its participants to BarTech and
Administrative Agent if requested by a Borrower or the Administrative Agent.

         (g) Any Lender or participant may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
9.04, disclose to the assignee or participant or proposed assignee or
participant any information relating to either Borrower or any Guarantor
furnished to such Lender by or on behalf of such Borrower or any Guarantor,
provided that, prior to any such disclosure, each such assignee or participant
or proposed assignee or participant shall execute an agreement whereby such
assignee or participant shall agree to be bound by Section 9.17.

         (h) Any Lender may at any time assign all or any portion of its rights
under this Agreement to a Federal Reserve Bank, provided that no such assignment
shall release a Lender from any of its obligations hereunder. In order to
facilitate such an assignment to a Federal Reserve Bank, the applicable Borrower
shall, at the request of the assigning Lender, duly execute and deliver to the
assigning Lender a promissory note or notes evidencing the Loans made to such
Borrower by the assigning Lender hereunder.

         (i) In the event that S&P or Moody's shall, after the date that any
Lender becomes a Lender, downgrade the long-term certificate deposit ratings or
long-term senior unsecured debt ratings of such Lender (or the parent company
thereof), and the resulting ratings shall be BBB+ or Baa1 or lower, then the
Fronting Bank shall have the right, but not the obligation, at its own expense,
upon notice to such Lender and the Administrative Agent, to replace (or to
request the Borrowers, at the sole expense of the Fronting Bank, to use their
reasonable efforts to replace) such Lender with respect to such Lender's
Revolving Credit Commitment with an assignee (in accordance with and subject to
the restrictions contained in paragraph (b) above), and such Lender hereby
agrees to transfer and assign without recourse (in accordance with and subject
to the restrictions contained in paragraph (b) above) all its interests, rights
and obligations in respect of its Revolving Credit Commitment to such assignee;
provided, however, that (i) no such assignment shall conflict with any law, rule
and regulation or order of any Governmental Authority and (ii) such assignee
shall pay to such Lender in immediately available funds on the date of such
assignment the principal of and interest accrued to the date of payment on the
Loans and L/C Disbursements of such Lender hereunder and all other amounts
accrued for such Lender's account or owed to it hereunder.

         (j) No Borrower shall assign or delegate any of its rights or duties
hereunder and any attempted assignment shall be null and void.


<PAGE>   93
                                                                              86




         (k) Except as provided in Section 2.18, the Fronting Bank shall not
assign or delegate any of its interests, rights or obligations as a Fronting
Bank under this Agreement without the prior written consent of the Borrowers and
the Administrative Agent.

         SECTION 9.05. Expenses; Indemnity. (a) The Borrowers agree, jointly and
severally, to pay all reasonable out-of-pocket expenses incurred by the
Administrative Agent and the Collateral Agent in connection with the preparation
of this Agreement and the other Loan Documents, or by the Administrative Agent
or the Collateral Agent in connection with the syndication of the Commitments or
the administration of this Agreement or in connection with any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the
transactions hereby contemplated shall be consummated) or incurred by the
Administrative Agent, the Collateral Agent or any Lender in connection with the
enforcement or protection of their rights in connection with this Agreement and
the other Loan Documents or in connection with the Loans made or the Letters of
Credit issued hereunder, including the reasonable fees, charges and
disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent
and the Collateral Agent, and, in connection with any such enforcement or
protection, the reasonable fees, charges and disbursements of any other counsel
(including the reasonable allocated costs of internal counsel if a Lender elects
to use internal counsel in lieu of outside counsel) for the Administrative
Agent, the Fronting Bank or any Lender (but no more than one such counsel for
any Lender).

         (b) The Borrowers agree, jointly and severally, to indemnify the
Administrative Agent, the Collateral Agent, the Fronting Bank, each Lender and
each of their respective directors, trustees, officers, employees and agents
(each such person being called an "Indemnitee") against, and to hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including reasonable counsel fees, charges and disbursements,
incurred by or asserted against any Indemnitee arising out of, in any way
connected with, or as a result of (i) the execution or delivery of this
Agreement or any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the performance by the parties hereto and thereto of their
respective obligations thereunder or the consummation of the Transactions and
the other transactions contemplated hereby and thereby, (ii) the use of the
proceeds of the Loans or the use of any Letter of Credit or (iii) any claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether or not any Indemnitee is a party thereto, provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or wilful misconduct of such Indemnitee (treating, for this
purpose only, the Administrative Agent, the Fronting Bank or any Lender and its
directors, trustees, officers and employees as a single Indemnitee). Subject to
and without limiting the generality of the foregoing sentence, the Borrowers
agree, jointly and severally, to indemnify each Indemnitee against, and hold
each Indemnitee harmless from, any Environmental Claim, and any and all losses,
claims, damages, liabilities and related expenses, including reasonable counsel
or consultant fees, charges and disbursements, incurred by or asserted against
any Indemnitee (and arising out of, or in any way connected with or as a result
of, any of the events described in clause (i), (ii) or (iii) of the preceding
sentence) arising out of, in any way connected with, or as a result of any
actual or alleged presence or Release of Hazardous Materials on any of the
Properties, or any Environmental Claim related in any way to either Borrower or
any Subsidiary, provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such Environmental Claim is, or such losses,
claims, damages, liabilities or related expenses are, determined by a court of
competent jurisdiction by final 


<PAGE>   94
                                                                              87




and nonappealable judgment to have resulted from the gross negligence or wilful
misconduct of such Indemnitee or any of its directors, trustees, officers or
employees. The provisions of this Section 9.05 shall remain operative and in
full force and effect regardless of the expiration of the term of this
Agreement, the consummation of the transactions contemplated hereby, the
repayment of any of the Obligations, the invalidity or unenforceability of any
term or provision of this Agreement or any other Loan Document, or any
investigation made by or on behalf of the Administrative Agent, the Fronting
Bank or any Lender. All amounts due under this Section 9.05 shall be payable on
written demand therefor.

         (c) Notwithstanding anything to the contrary in this Section 9.05, this
Section 9.05 shall not apply to taxes, it being understood that the Borrowers'
only obligations with respect to taxes shall arise under Sections 2.11 and 2.17.

         SECTION 9.06. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender and the Fronting Bank is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Lender or the Fronting Bank to or for the credit or the
account of either Borrower against any of and all the obligations of such
Borrower now or hereafter existing under this Agreement or any other Loan
Document held by such Lender or Fronting Bank, irrespective of whether or not
such Lender or the Fronting Bank shall have made any demand under this Agreement
or such other Loan Document and although such obligations may be unmatured. The
rights of each Lender and Fronting Bank under this Section 9.06 are in addition
to other rights and remedies (including other rights of setoff) which such
Lender or the Fronting Bank may have.

         SECTION 9.07. Pledged Collateral and Application of Proceeds.
Notwithstanding anything to the contrary in the Master Pledge Agreement, the
Facility Pledge Agreement and the Pledge Intercreditor Agreement (other than
Sections 4.02(d) and 7.02 thereof), after the occurrence and during the
continuance of an Event of Default, the Collateral Agent shall apply the
proceeds of any collection or sale of the Collateral (as defined in each of the
Pledge Agreements), as well as any such Collateral consisting of cash, in each
case to the extent received by or distributed to the Collateral Agent pursuant
to the Pledge Intercreditor Agreement, as follows:

                  FIRST, to the payment of all reasonable costs and expenses
         incurred by the Administrative Agent or the Collateral Agent (in its
         capacity as such hereunder or under any other Loan Document) in
         connection with such collection or sale or otherwise in connection with
         this Agreement or any of the Obligations, including all court costs and
         the reasonable fees and expenses of its agents and legal counsel, the
         repayment of all advances made by the Collateral Agent hereunder or
         under any other Loan Document on behalf of any Grantor and any other
         costs or expenses incurred in connection with the exercise of any right
         or remedy hereunder or under any other Loan Document;

                  SECOND, to the payment in full of the Senior Obligations owed
         to the Senior Secured Parties and the Fronting Bank in respect of the
         Loans (other than the Interim Standby Loans) made by them and
         outstanding and the amounts owing in respect of any L/C Disbursement,
         pro rata as among the Lenders (other than the Interim Standby Lenders)
         and the Fronting Bank in accordance with the amount of such Senior
         Obligations owed to them;

<PAGE>   95
                                                                              88





                  THIRD, to the payment in full of the Junior Obligations owed
         to the Junior Secured Parties in respect of the Interim Standby Loans
         made by them and outstanding, pro rata as among the Junior Secured
         Parties in accordance with such Junior Obligations owed to them;

                  FOURTH, to the payment and discharge in full of the
         Obligations (other than those referred to above) pro rata as among the
         Secured Parties in accordance with the amount of such Obligations owed
         to them; and

                  FIFTH, to the Grantors (as defined in each of the Pledge
         Agreements), their successors or assigns, or as a court of competent
         jurisdiction may otherwise direct.

The Collateral Agent shall have absolute discretion as to the time of
application of any such proceeds, moneys or balances in accordance with this
Agreement. Upon any sale of the Collateral by the Collateral Agent (including
pursuant to a power of sale granted by statute or under a judicial proceeding),
the receipt of the Collateral Agent or of the officer making the sale shall be a
sufficient discharge to the purchaser or purchasers of the Collateral so sold
and such purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to the Collateral Agent
or such officer or be answerable in any way for the misapplication thereof.

         SECTION 9.08. APPLICABLE LAW. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN
DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF
CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND
PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF
COMMERCE, PUBLICATION NO. 500 (THE "UNIFORM CUSTOMS") AND, AS TO MATTERS NOT
GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 9.09. Waivers; Amendment. (a) No failure or delay of the
Administrative Agent, the Fronting Bank or any Lender in exercising any right or
power hereunder or under any Loan Document shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent, the
Fronting Bank and the Lenders hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of this Agreement or any other Loan
Document or consent to any departure by either Borrower or any Guarantor
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) below, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. No notice or demand
on either Borrower or any Guarantor in any case shall entitle such Borrower to
any other or further notice or demand in similar or other circumstances.

<PAGE>   96
                                                                              89




         (b) Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except, in the
case of this Agreement, pursuant to an agreement or agreements in writing
entered into by the Borrowers and the Required Lenders or, in the case of any
other Loan Document, pursuant to an agreement or agreements in writing entered
into by each party thereto and the Collateral Agent and consented to by the
Required Lenders; provided, however, that no such agreement shall (i) decrease
the principal amount of, or extend the final maturity of, or decrease the rate
of interest on, any Loan or any L/C Disbursement, (ii) extend any date on which
payment of interest on any Loan or any L/C Disbursement is due, (iii) increase
or extend the Commitment or Interim Standby Obligations of any Lender or
decrease the Commitment Fees, the Interim Standby Fees or L/C Participation Fees
or other fees of any Lender, (iv) amend or modify the definition of "Borrowing
Base", "Applicable Percentage", "GAAP Accounts Receivable", "GAAP Inventory",
"Total A/R and Inventory", "Interim Standby Base Amount", "Interim Standby
Borrowing Amount" or any related provision in any manner having the effect of
increasing the aggregate amount of the Borrowing Base or Interim Standby
Borrowing Amount at any time or (v) amend or modify the provisions of Section
2.14, the provisions of this Section or the definition of "Required Lenders", or
release all or substantially all the Collateral or release any Guarantor from
its Guarantee Agreement unless all or substantially all the Capital Stock of
such Guarantor is sold in a transaction permitted by this Agreement or as
provided in Section 9.18, without the prior written consent of each Lender;
provided further that no such agreement shall amend, modify or otherwise affect
the rights or duties of the Administrative Agent or the Fronting Bank hereunder
without the prior written consent of the Administrative Agent or the Fronting
Bank acting as such at the effective date of such agreement, as the case may be.
Each Lender shall be bound by any waiver, amendment or modification authorized
by this Section 9.09 and any consent by any Lender pursuant to this Section 9.09
shall bind any assignee of such Lender.

         SECTION 9.10. Interest Rate Limitation. Notwithstanding anything herein
to the contrary, if at any time the applicable interest rate, together with all
fees and charges which are treated as interest under applicable law
(collectively the "Charges"), as provided for herein or in any other document
executed in connection herewith, or otherwise contracted for, charged, received,
taken or reserved by any Lender or Fronting Bank, shall exceed the maximum
lawful rate (the "Maximum Rate") that may be contracted for, charged, taken,
received or reserved by such Lender in accordance with applicable law, the rate
of interest payable hereunder, together with all Charges payable to such Lender
or the Fronting Bank, shall be limited to the Maximum Rate, provided that such
excess amount shall be paid to such Lender or the Fronting Bank on subsequent
payment dates to the extent not exceeding the legal limitation.

         SECTION 9.11. Entire Agreement. This Agreement, the other Loan
Documents and the agreements regarding certain Fees referred to herein
constitute the entire contract between the parties relative to the subject
matter hereof. Any previous agreement among or representations from the parties
with respect to the subject matter hereof is superseded by this Agreement and
the other Loan Documents. Nothing in this Agreement or in the other Loan
Documents, expressed or implied, is intended to confer upon any party other than
the parties hereto and thereto any rights, remedies, obligations or liabilities
under or by reason of this Agreement or the other Loan Documents.

         SECTION 9.12. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION 

<PAGE>   97
                                                                              90




DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.12.

         SECTION 9.13. Severability. In the event any one or more of the
provisions contained in this Agreement or in any other Loan Document should be
held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby. The parties shall endeavor
in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

         SECTION 9.14. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original but all of which
when taken together shall constitute but one contract, and shall become
effective as provided in Section 9.03.

         SECTION 9.15. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

         SECTION 9.16. Jurisdiction; Consent to Service of Process. (a) Each
Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that any
Lender or the Fronting Bank may otherwise have to bring any action or proceeding
relating to this Agreement or the other Loan Documents against either Borrower
or any Guarantor or their properties in the courts of any jurisdiction.

         (b) Each Borrower hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, 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 the other Loan Documents in any
New York State or Federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

<PAGE>   98
                                                                              91




         (c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

         SECTION 9.17. Confidentiality. Each of the Lenders, the Fronting Bank
and the Administrative Agent agrees that it shall maintain in confidence any
information relating to either Borrower and the other Loan Parties furnished to
it by or on behalf of either Borrower or the other Loan Parties (other than
information that (a) has become generally available to the public other than as
a result of a disclosure by such party, (b) has been independently developed by
such Lender, the Fronting Bank or the Administrative Agent without violating
this Section 9.17 or (c) was available to such Lender, the Fronting Bank or the
Administrative Agent from a third party having, to such person's knowledge, no
obligations of confidentiality to either Borrower or any other Loan Party) and
shall not reveal the same other than (i) to its directors, trustees, officers,
employees and advisors with a need to know (so long as each such person shall
have been instructed to keep the same confidential in accordance with this
Section 9.17) and (ii) as contemplated by Section 9.04(g), except: (A) to the
extent necessary to comply with law or any legal process or the requirements of
any Governmental Authority or of any securities exchange on which securities of
the disclosing party or any Affiliate of the disclosing party are listed or
traded, (B) as part of normal reporting or review procedures to Governmental
Authorities, (C) to its parent companies, Affiliates or auditors (so long as
each such person shall have been instructed to keep the same confidential in
accordance with this Section 9.17) and (D) in order to enforce its rights under
any Loan Document in a legal proceeding.

         SECTION 9.18. Release of Liens and Guarantees. (a) In the event that
either Borrower or any Subsidiary conveys, sells, leases, assigns, transfers or
otherwise disposes of all or any portion of any of the Capital Stock, assets or
property of BarTech or any of the Subsidiaries in a transaction not prohibited
by Section 6.05 or Section 6.12, the Administrative Agent and the Collateral
Agent shall promptly (and the Lenders hereby authorize the Administrative Agent
and the Collateral Agent to) take such action and execute any such documents as
may be reasonably requested by BarTech and at BarTech's expense to release any
Liens created by any Loan Document in respect of such Capital Stock, assets or
property, and, in the case of a disposition of all or substantially all the
Capital Stock or assets of any Guarantor, terminate such Guarantor's obligations
under the Guarantee Agreement.

         (b) Upon the consummation by BarTech of one or more issuances of its
Capital Stock (other than Disqualified Capital Stock) on a primary basis for
gross proceeds of not less than $40,000,000, the Administrative Agent and the
Collateral Agent shall promptly (and the Lenders hereby authorize the
Administrative Agent, the Collateral Agent and the Indenture Collateral Agent
to) take such action and execute any such documents as may be reasonably
requested by the Principal Pledgors and the Management Stockholders, and at the
expense of the Principal Pledgors and the Management Stockholders, as
applicable, to release any Liens created by the Pledge Agreements in respect of
the Capital Stock of BarTech pledged by such persons pursuant to the Pledge
Agreements, provided that, at the time of such release, no Default or Event of
Default shall have occurred and be continuing.

         (c) The Administrative Agent and the Collateral Agent agree to take
such actions as are reasonably requested by BarTech and at such BarTech's
expense to terminate the Liens and security interests created by the Loan
Documents when all the Obligations are paid in full and all Letters of Credit
and Commitments are terminated.

<PAGE>   99
                                                                              92




         (d) Any representation, warranty or covenant contained in any Loan
Document relating to any Capital Stock, assets, property or Subsidiary shall no
longer be deemed to be made once such Capital Stock, assets, property or
Subsidiary is conveyed, sold, leased, assigned, transferred or disposed of in
accordance with the terms of this Agreement and the other Loan Documents.



<PAGE>   100




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



                                   BAR TECHNOLOGIES INC.,                      
                                                                               
                                      by                                       
                                         /s/ Frederick L. Deichert             
                                         --------------------------------------
                                         Name:Frederick L. Deichert            
                                         Title:  Vice President & Corporate    
                                                  Secretary                    
                                                                               
                                                                               
                                   BLISS & LAUGHLIN STEEL COMPANY,             
                                                                               
                                      by                                       
                                         /s/ Michael P. Houlihan               
                                         --------------------------------------
                                         Name:Michael P. Houlihan              
                                         Title:                                
                                                                               
                                                                               
                                   THE CHASE MANHATTAN BANK,                   
                                   individually and as Administrative Agent and
                                   Collateral Agent,                           
                                                                               
                                      by                                       
                                         /s/ James H. Ramage                   
                                         --------------------------------------
                                         Name: James H. Ramage                 
                                         Title:  Vice President                
                                                                               
                                                                               
                                   CHASE MANHATTAN BANK DELAWARE,              
                                   as Fronting Bank,                           
                                                                               
                                      by                                       
                                         /s/ Michael P. Handago                
                                         --------------------------------------
                                         Name:Michael P. Handago               
                                         Title:  Vice President                
                                                                               
                                                                               
                                   SANWA BUSINESS CREDIT CORPORATION           
                                                                               
                                      by                                       
                                         /s/ Peter L. Skavla                   
                                         --------------------------------------
                                         Name:Peter L. Skavla                  
                                         Title:  Vice President                


<PAGE>   101



                                         MITSUI LEASING (U.S.A.) INC.       
                                                                            
                                            by:                             
                                               /s/ Jerry Parisi             
                                         --------------------------------------
                                               Name:Jerry Parisi            
                                               Title:  Senior Vice President

                                         SOCIETE GENERALE                   
                                            by:                             
                                               /s/ John J. Wagner           
                                         --------------------------------------
                                               Name:John J. Wagner          
                                               Title:  Vice President       
                                                                            
                                                                            
                                         THE FIRST NATIONAL BANK OF BOSTON  
                                                                            
                                            by:                             
                                               /s/ C. Andrew Piculell       
                                         --------------------------------------
                                               Name:C. Andrew Piculell      
                                               Title:  Vice President       





<PAGE>   102
                                                                       EXHIBIT A


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




                       GUARANTEE AND COLLATERAL AGREEMENT


                                     made by


                                [NAME OF PARENT]


                               [NAME OF BORROWER]


                         and certain of its Subsidiaries


                                   in favor of


                       ----------------------------------,
                             as Administrative Agent



                        Dated as of ___________ ___, 199



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



<PAGE>   103




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----

<S>                                 <C>                                                                          <C>
         SECTION 1.                 DEFINED TERMS.................................................................1

                  1.1               Definitions...................................................................1
                  1.2               Other Definitional Provisions.................................................5

         SECTION 2.                 GUARANTEE.....................................................................6

                  2.1               Guarantee.....................................................................6
                  2.2               Right of Contribution.........................................................6
                  2.3               No Subrogation................................................................7
                  2.4               Amendments, etc. with respect to the Borrower Obligations.....................7
                  2.5               Guarantee Absolute and Unconditional..........................................7
                  2.6               Reinstatement.................................................................8
                  2.7               Payments......................................................................8

         SECTION 3.                 GRANT OF SECURITY INTEREST....................................................8

         SECTION 4.                 REPRESENTATIONS AND WARRANTIES................................................9

                  4.1               Representations in Credit Agreement[; Parent Representations].................9
                  4.2               Title; No Other Liens....................................................... 10
                  4.3               Perfected First Priority Liens.............................................. 11
                  4.4               Chief Executive Office...................................................... 11
                  4.5               Inventory and Equipment..................................................... 11
                  4.6               Farm Products............................................................... 11
                  4.7               Pledged Securities.......................................................... 11
                  4.8               Receivables................................................................. 12
                  4.9               Contracts................................................................... 12
                  4.10              Intellectual Property....................................................... 13
                  4.11              Vehicles.................................................................... 13

         SECTION 5.                 COVENANTS................................................................... 13

                  5.1               Covenants in Credit Agreement............................................... 13
                  5.2               Delivery of Instruments and Chattel Paper................................... 13
                  5.3               Maintenance of Insurance.................................................... 14
                  5.4               Payment of Obligations...................................................... 14
                  5.5               Maintenance of Perfected Security Interest; Further Documentation........... 14
                  5.6               Changes in Locations, Name, etc............................................. 15
                  5.7               Notices..................................................................... 15
                  5.8               Pledged Securities.......................................................... 15
                  5.9               Receivables................................................................. 16
                  5.10              Contracts................................................................... 17
                  5.11              Intellectual Property....................................................... 17
                  5.12              Vehicles.................................................................... 18

         SECTION 6.                 REMEDIAL PROVISIONS......................................................... 19
</TABLE>


                                        i

<PAGE>   104


<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----


<S>                                 <C>                                                                          <C>
                  6.1               Certain Matters Relating to Receivables..................................... 19
                  6.2               Communications with Obligors; Grantors Remain Liable........................ 19
                  6.3               Pledged Stock............................................................... 20
                  6.4               Proceeds to be Turned Over To Administrative Agent.......................... 21
                  6.5               Application of Proceeds..................................................... 21
                  6.6               Code and Other Remedies..................................................... 22
                  6.7               Registration Rights......................................................... 22
                  6.8               Waiver; Deficiency.......................................................... 23

         SECTION 7.                 THE ADMINISTRATIVE AGENT.................................................... 23

                  7.1               Administrative Agent's Appointment as Attorney-in-Fact, etc................. 23
                  7.2               Duty of Administrative Agent................................................ 25
                  7.3               Execution of Financing Statements........................................... 25
                  7.4               Authority of Administrative Agent........................................... 26

         SECTION 8.                 MISCELLANEOUS............................................................... 26

                  8.1               Amendments in Writing....................................................... 26
                  8.2               Notices..................................................................... 26
                  8.3               No Waiver by Course of Conduct; Cumulative Remedies......................... 26
                  8.4               Enforcement Expenses; Indemnification....................................... 27
                  8.5               Successors and Assigns...................................................... 27
                  8.6               Set-Off..................................................................... 27
                  8.7               Counterparts................................................................ 28
                  8.8               Severability................................................................ 28
                  8.9               Section Headings............................................................ 28
                  8.10              Integration................................................................. 28
                  8.11              GOVERNING LAW............................................................... 28
                  8.12              Submission To Jurisdiction; Waivers......................................... 28
                  8.13              Acknowledgements............................................................ 29
                  8.14              Additional Grantors......................................................... 29
                  8.15              Releases.................................................................... 29
                  8.16              WAIVER OF JURY TRIAL........................................................ 30
</TABLE>



                                       ii

<PAGE>   105
 


                                                                           DRAFT
                                                            Last Revised: 2/8/98



                                     FORM OF
                       GUARANTEE AND COLLATERAL AGREEMENT

                  GUARANTEE AND COLLATERAL AGREEMENT, dated as of _____________,
199__, made by each of the signatories hereto (together with any other entity
that may become a party hereto as provided herein, the "GRANTORS"), in favor of
______________________, as Administrative Agent (in such capacity, the
"ADMINISTRATIVE AGENT") for the banks and other financial institutions (the
"LENDERS") from time to time parties to the Credit Agreement, dated as of
______________ __ 199__ (as amended, supplemented or otherwise modified from
time to time, the "CREDIT AGREEMENT"), among _________________ (the "BORROWER"),
the Lenders, Lehman Brothers, Inc., as Arranger, Lehman Commercial Paper Inc.,
as Syndication Agent, and the Administrative Agent.


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

                  WHEREAS, pursuant to the Credit Agreement, the Lenders have
severally agreed to make extensions of credit to the Borrower upon the terms and
subject to the conditions set forth therein;

                  WHEREAS, the Borrower is a member of an affiliated group of
companies that includes each other Grantor;

                  WHEREAS, the proceeds of the extensions of credit under the
Credit Agreement will be used in part to enable the Borrower to make valuable
transfers to one or more of the other Grantors in connection with the operation
of their respective businesses;

                  WHEREAS, the Borrower and the other Grantors are engaged in
related businesses, and each Grantor will derive substantial direct and indirect
benefit from the making of the extensions of credit under the Credit Agreement;
and

                  WHEREAS, it is a condition precedent to the obligation of the
Lenders to make their respective extensions of credit to the Borrower under the
Credit Agreement that the Grantors shall have executed and delivered this
Agreement to the Administrative Agent for the ratable benefit of the Lenders;

                  NOW, THEREFORE, in consideration of the premises and to induce
the Administrative Agent and the Lenders to enter into the Credit Agreement and
to induce the Lenders to make their respective extensions of credit to the
Borrower thereunder, each Grantor hereby agrees with the Administrative Agent,
for the ratable benefit of the Lenders, as follows:

                            SECTION 1. DEFINED TERMS

                  1.1 DEFINITIONS. (a) Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement,(1) and the



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

1. The following terms are typically defined in the ST&B form of Credit
Agreement and are used herein without further definition: Affiliate, Capital
Stock, Commitments, Contractual Obligation, Default, Dollars, Event of Default,
Governmental Authority, Letter of Credit, Lien, Loans, Material Adverse Effect,
Parent, Person, Reimbursement Obligation, Required Lenders, Requirement of Law,
Subsidiary and Subsidiary Guarantor. If the Credit Agreement to which this
Agreement relates does not include all these terms, appropriate revisions should
be made to this Agreement.


<PAGE>   106
 

                                                                               2



following terms which are defined in the Uniform Commercial Code in effect in
the State of New York on the date hereof are used herein as so defined:
Accounts, Chattel Paper, Documents, Equipment, Farm Products, Instruments,
Inventory and Investment Property.

                  (b) The following terms shall have the following meanings:

                  "AGREEMENT": this Guarantee and Collateral Agreement, as the
         same may be amended, supplemented or otherwise modified from time to
         time.

                  "BORROWER OBLIGATIONS": the collective reference to the unpaid
         principal of and interest on the Loans [and Reimbursement Obligations]
         and all other obligations and liabilities of the Borrower (including,
         without limitation, interest accruing at the then applicable rate
         provided in the Credit Agreement after the maturity of the Loans [and
         Reimbursement Obligations] and interest accruing at the then applicable
         rate provided in the Credit Agreement after the filing of any petition
         in bankruptcy, or the commencement of any insolvency, reorganization or
         like proceeding, relating to the Borrower, whether or not a claim for
         post-filing or post-petition interest is allowed in such proceeding) to
         the Administrative Agent or any Lender (or, in the case of any Hedge
         Agreement referred to below, any Affiliate of any Lender), whether
         direct or indirect, absolute or contingent, due or to become due, or
         now existing or hereafter incurred, which may arise under, out of, or
         in connection with, the Credit Agreement, this Agreement, the other
         Loan Documents[, any Letter of Credit] or any Hedge Agreement entered
         into by the Borrower with any Lender (or any Affiliate of any Lender)
         or any other document made, delivered or given in connection therewith,
         in each case whether on account of principal, interest, reimbursement
         obligations, fees, indemnities, costs, expenses or otherwise
         (including, without limitation, all fees and disbursements of counsel
         to the Administrative Agent or to the Lenders that are required to be
         paid by the Borrower pursuant to the terms of any of the foregoing
         agreements).

                  "COLLATERAL":  as defined in Section 3.

                  "COLLATERAL ACCOUNT": any collateral account established by
         the Administrative Agent as provided in Section 6.1 or 6.4.

                  ["CONTRACTS": the contracts and agreements listed in SCHEDULE
         7, as the same may be amended, supplemented or otherwise modified from
         time to time, including, without limitation, (i) all rights of any
         Grantor to receive moneys due and to become due to it thereunder or in
         connection therewith, (ii) all rights of any Grantor to damages arising
         thereunder and (iii) all rights of any Grantor to perform and to
         exercise all remedies thereunder.](2)


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

2. This definition and Sections 4.9 and 5.10 will only be necessary where the
principal credit support for the Credit Agreement is one or more important
specific contracts. Otherwise, a contract will be a General Intangible and will
automatically be picked up by such term. If Sections 4.9 and 5.10 are
eliminated, consideration may be given to (a) referring specifically to a given
contract in the definition of "General Intangibles" if it is of more than
ordinary consequence and (b) including a covenant in the Credit Agreement
limiting amendments to such contract. In any case it will be important to
determine whether the contract is assignable as collateral without the consent
of the other party to that contract and whether the appropriate bank officers
understand any limits that may exist on the other party's obligations
thereunder. Also, see Section 9-318 of the New York UCC for the rules regarding
cutting off defenses of the obligor on such a contract.



<PAGE>   107
 

                                                                               3



                  "COPYRIGHTS": (i) all copyrights arising under the laws of the
         United States, any other country or any political subdivision thereof,
         whether registered or unregistered and whether published or unpublished
         (including, without limitation, those listed in SCHEDULE 6), all
         registrations and recordings thereof, and all applications in
         connection therewith, including, without limitation, all registrations,
         recordings and applications in the United States Copyright Office, and
         (ii) the right to obtain all renewals thereof.

                  "COPYRIGHT LICENSES": any written agreement naming any Grantor
         as licensor or licensee (including, without limitation, those listed in
         SCHEDULE 6), granting any right under any Copyright, including, without
         limitation, the grant of rights to manufacture, distribute, exploit and
         sell materials derived from any Copyright.

                  "GENERAL INTANGIBLES": all "general intangibles" as such term
         is defined in Section 9-106 of the Uniform Commercial Code in effect
         in the State of New York on the date hereof and, in any event,
         including, without limitation, with respect to any Grantor, all
         contracts, agreements, instruments and indentures in any form, and
         portions thereof, to which such Grantor is a party or under which such
         Grantor has any right, title or interest or to which such Grantor or
         any property of such Grantor is subject, as the same may from time to
         time be amended, supplemented or otherwise modified, including, without
         limitation, (i) all rights of such Grantor to receive moneys due and to
         become due to it thereunder or in connection therewith, (ii) all rights
         of such Grantor to damages arising thereunder and (iii) all rights of
         such Grantor to perform and to exercise all remedies thereunder, in
         each case to the extent the grant by such Grantor of a security
         interest pursuant to this Agreement in its right, title and interest in
         such contract, agreement, instrument or indenture is not prohibited by
         such contract, agreement, instrument or indenture without the consent
         of any other party thereto, would not give any other party to such
         contract, agreement, instrument or indenture the right to terminate its
         obligations thereunder, or is permitted with consent if all necessary
         consents to such grant of a security interest have been obtained from
         the other parties thereto (it being understood that the foregoing shall
         not be deemed to obligate such Grantor to obtain such consents);
         PROVIDED, that the foregoing limitation shall not affect, limit,
         restrict or impair the grant by such Grantor of a security interest
         pursuant to this Agreement in any Receivable or any money or other
         amounts due or to become due under any such contract, agreement,
         instrument or indenture.

                  "GUARANTOR OBLIGATIONS": with respect to any Guarantor, all
         obligations and liabilities of such Guarantor which may arise under or
         in connection with this Agreement (including, without limitation,
         Section 2) or any other Loan Document to which such Guarantor is a
         party, in each case whether on account of guarantee obligations,
         reimbursement obligations, fees, indemnities, costs, expenses or
         otherwise (including, without limitation, all fees and disbursements of
         counsel to the Administrative Agent or to the Lenders that are required
         to be paid by such Guarantor pursuant to the terms of this Agreement or
         any other Loan Document).

                  "GUARANTORS": the collective reference to each Grantor other
         than the Borrower.

                  "HEDGE AGREEMENTS": as to any Person, all interest rate swaps,
         caps or collar agreements or similar arrangements entered into by such
         Person providing for protection against fluctuations in interest rates
         or currency exchange rates or the exchange of nominal interest
         obligations, either generally or under specific contingencies.

                  "INTELLECTUAL PROPERTY": the collective reference to all
         rights, priorities and privileges relating to intellectual property,
         whether arising under United States, multinational or foreign laws or
         otherwise, including, without limitation, the Copyrights, the Copyright
         Licenses, the


<PAGE>   108
                                                                               4




         Patents, the Patent Licenses, the Trademarks and the Trademark
         Licenses, and all rights to sue at law or in equity for any
         infringement or other impairment thereof, including the right to
         receive all proceeds and damages therefrom.

                  "INTERCOMPANY NOTE": any promissory note evidencing loans made
         by any Grantor to the Parent or any of its Subsidiaries.

                  "ISSUERS": the collective reference to each issuer of a
         Pledged Security.

                  "NEW YORK UCC": the Uniform Commercial Code as from time to
         time in effect in the State of New York.

                  "OBLIGATIONS": (i) in the case of the Borrower, the Borrower
         Obligations, and (ii) in the case of each Guarantor, its Guarantor
         Obligations.

                  "PATENTS": (i) all letters patent of the United States, any
         other country or any political subdivision thereof, all reissues and
         extensions thereof and all goodwill associated therewith, including,
         without limitation, any of the foregoing referred to in SCHEDULE 6,
         (ii) all applications for letters patent of the United States or any
         other country and all divisions, continuations and
         continuations-in-part thereof, including, without limitation, any of
         the foregoing referred to in SCHEDULE 6, and (iii) all rights to obtain
         any reissues or extensions of the foregoing.

                  "PATENT LICENSE": all agreements, whether written or oral,
         providing for the grant by or to any Grantor of any right to
         manufacture, use or sell any invention covered in whole or in part by a
         Patent, including, without limitation, any of the foregoing referred to
         in SCHEDULE 6.

                  "PLEDGED NOTES": all promissory notes listed on SCHEDULE 2[,
         all Intercompany Notes at any time issued to any Grantor] and all other
         promissory notes issued to or held by any Grantor (other than
         promissory notes issued in connection with extensions of trade credit
         by any Grantor in the ordinary course of business).

                  "PLEDGED SECURITIES": the collective reference to the Pledged
         Notes and the Pledged Stock.

                  "PLEDGED STOCK": the shares of Capital Stock listed on
         SCHEDULE 2, together with any other shares, stock certificates, options
         or rights of any nature whatsoever in respect of the Capital Stock of
         any Person that may be issued or granted to, or held by, any Grantor
         while this Agreement is in effect.(3)

                  "PROCEEDS": all "proceeds" as such term is defined in Section
         9-306(1) of the Uniform Commercial Code in effect in the State of New
         York on the date hereof and, in any event, shall include, without
         limitation, all dividends or other income from the Pledged Securities,
         collections thereon or distributions or payments with respect thereto.

                  "RECEIVABLE": any right to payment for goods sold or leased or
         for services rendered, whether or not such right is evidenced by an
         Instrument or Chattel Paper and whether or not it 



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

3. Regulation U and the Securities Act aspects of the pledge of stock should be
considered, particularly for restricted securities. The Tax Department should be
consulted if the pledge is by a domestic pledgor of shares of a foreign
subsidiary.


<PAGE>   109
                                                                               5





         has been earned by performance (including, without limitation, any
         Account).

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

                  "TRADEMARKS": (i) all trademarks, trade names, corporate
         names, company names, business names, fictitious business names, trade
         styles, service marks, logos and other source or business identifiers,
         and all goodwill associated therewith, now existing or hereafter
         adopted or acquired, all registrations and recordings thereof, and all
         applications in connection therewith, whether in the United States
         Patent and Trademark Office or in any similar office or agency of the
         United States, any State thereof or any other country or any political
         subdivision thereof, or otherwise, and all common-law rights related
         thereto, including, without limitation, any of the foregoing referred
         to in SCHEDULE 6, and (ii) the right to obtain all renewals thereof.

                  "TRADEMARK LICENSE": any agreement, whether written or oral,
         providing for the grant by or to any Grantor of any right to use any
         Trademark, including, without limitation, any of the foregoing referred
         to in SCHEDULE 6.

                  "VEHICLES": all cars, trucks, trailers, construction and earth
         moving equipment and other vehicles covered by a certificate of title
         law of any state and, in any event including, without limitation, the
         vehicles listed on SCHEDULE 8 and all tires and other appurtenances to
         any of the foregoing.

                  1.2 OTHER DEFINITIONAL PROVISIONS. (a) The words "hereof,"
"herein", "hereto" and "hereunder" and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement, and Section and Schedule references are to this
Agreement unless otherwise specified.

                  (b) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                  (c) Where the context requires, terms relating to the
Collateral or any part thereof, when used in relation to a Grantor, shall refer
to such Grantor's Collateral or the relevant part thereof.



                              SECTION 2. GUARANTEE

                  2.1 GUARANTEE. (a) Each of the Guarantors hereby, jointly and
severally, unconditionally and irrevocably, guarantees to the Administrative
Agent, for the ratable benefit of the Lenders and their respective successors,
indorsees, transferees and assigns, the prompt and complete payment and
performance by the Borrower when due (whether at the stated maturity, by
acceleration or otherwise) of the Borrower Obligations.

                  (b) Anything herein or in any other Loan Document to the
contrary notwithstanding, the maximum liability of each Guarantor hereunder and
under the other Loan Documents shall in no event exceed the amount which can be
guaranteed by such Guarantor under applicable federal and state laws relating to
the insolvency of debtors (after giving effect to the right of contribution
established in Section 2.2).

                  (c) Each Guarantor agrees that the Borrower Obligations may at
any time and from time to time exceed the amount of the liability of such
Guarantor hereunder without impairing the guarantee contained in this Section 2
or affecting the rights and remedies of the Administrative Agent or any 


<PAGE>   110
                                                                               6




Lender hereunder.

                  (d) The guarantee contained in this Section 2 shall remain in
full force and effect until all the Borrower Obligations and the obligations of
each Guarantor under the guarantee contained in this Section 2 shall have been
satisfied by payment in full[, no Letter of Credit shall be outstanding] and the
Commitments shall be terminated, notwithstanding that from time to time during
the term of the Credit Agreement the Borrower may be free from any Borrower
Obligations.

                  (e) No payment made by the Borrower, any of the Guarantors,
any other guarantor or any other Person or received or collected by the
Administrative Agent or any Lender from the Borrower, any of the Guarantors, any
other guarantor or any other Person by virtue of any action or proceeding or any
set-off or appropriation or application at any time or from time to time in
reduction of or in payment of the Borrower Obligations shall be deemed to
modify, reduce, release or otherwise affect the liability of any Guarantor
hereunder which shall, notwithstanding any such payment (other than any payment
made by such Guarantor in respect of the Borrower Obligations or any payment
received or collected from such Guarantor in respect of the Borrower
Obligations), remain liable for the Borrower Obligations up to the maximum
liability of such Guarantor hereunder until the Borrower Obligations are paid in
full[, no Letter of Credit shall be outstanding] and the Commitments are
terminated.

                  2.2 RIGHT OF CONTRIBUTION. Each [Subsidiary] Guarantor hereby
agrees that to the extent that a [Subsidiary] Guarantor shall have paid more
than its proportionate share of any payment made hereunder, such [Subsidiary]
Guarantor shall be entitled to seek and receive contribution from and against
any other [Subsidiary] Guarantor hereunder which has not paid its proportionate
share of such payment. Each [Subsidiary] Guarantor's right of contribution shall
be subject to the terms and conditions of Section 2.3. The provisions of this
Section 2.2 shall in no respect limit the obligations and liabilities of any
[Subsidiary] Guarantor to the Administrative Agent and the Lenders, and each
[Subsidiary] Guarantor shall remain liable to the Administrative Agent and the
Lenders for the full amount guaranteed by such [Subsidiary] Guarantor
hereunder.(4)

                  2.3 NO SUBROGATION. Notwithstanding any payment made by any
Guarantor hereunder or any set-off or application of funds of any Guarantor by
the Administrative Agent or any Lender, no Guarantor shall be entitled to be
subrogated to any of the rights of the Administrative Agent or any Lender
against the Borrower or any other Guarantor or any collateral security or
guarantee or right of offset held by the Administrative Agent or any Lender for
the payment of the Borrower Obligations, nor shall any Guarantor seek or be
entitled to seek any contribution or reimbursement from the Borrower or any
other Guarantor in respect of payments made by such Guarantor hereunder, until
all amounts owing to the Administrative Agent and the Lenders by the Borrower on
account of the Borrower Obligations are paid in full[, no Letter of Credit shall
be outstanding] and the Commitments are terminated. If any amount shall be paid
to any Guarantor on account of such subrogation rights at any time when all of
the Borrower Obligations shall not have been paid in full, such amount shall be
held by such Guarantor in trust for the Administrative Agent and the Lenders,
segregated from other funds of such Guarantor, and shall, forthwith upon receipt
by such Guarantor, be turned over to the Administrative Agent in the exact form
received by such Guarantor (duly indorsed by such Guarantor to the
Administrative Agent, if required), to be applied against the Borrower
Obligations, whether matured or unmatured, in such order as the Administrative
Agent may determine.

                  2.4 AMENDMENTS, ETC. WITH RESPECT TO THE BORROWER OBLIGATIONS.
Each Guarantor shall 


---------------
4. Section 2.2 should apply only to Subsidiaries of the Borrower. If the parent
of the Borrower is also a Guarantor, each reference in Section 2.2 should be to
Subsidiary Guarantors.


<PAGE>   111
                                                                               7



remain obligated hereunder notwithstanding that, without any reservation of
rights against any Guarantor and without notice to or further assent by any
Guarantor, any demand for payment of any of the Borrower Obligations made by the
Administrative Agent or any Lender may be rescinded by the Administrative Agent
or such Lender and any of the Borrower Obligations continued, and the Borrower
Obligations, or the liability of any other Person upon or for any part thereof,
or any collateral security or guarantee therefor or right of offset with respect
thereto, may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered or released by
the Administrative Agent or any Lender, and the Credit Agreement and the other
Loan Documents and any other documents executed and delivered in connection
therewith may be amended, modified, supplemented or terminated, in whole or in
part, as the Administrative Agent (or the Required Lenders or all Lenders, as
the case may be) may deem advisable from time to time, and any collateral
security, guarantee or right of offset at any time held by the Administrative
Agent or any Lender for the payment of the Borrower Obligations may be sold,
exchanged, waived, surrendered or released. Neither the Administrative Agent nor
any Lender shall have any obligation to protect, secure, perfect or insure any
Lien at any time held by it as security for the Borrower Obligations or for the
guarantee contained in this Section 2 or any property subject thereto.

                  2.5 GUARANTEE ABSOLUTE AND UNCONDITIONAL. Each Guarantor
waives any and all notice of the creation, renewal, extension or accrual of any
of the Borrower Obligations and notice of or proof of reliance by the
Administrative Agent or any Lender upon the guarantee contained in this Section
2 or acceptance of the guarantee contained in this Section 2; the Borrower
Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred, or renewed, extended, amended or waived, in reliance
upon the guarantee contained in this Section 2; and all dealings between the
Borrower and any of the Guarantors, on the one hand, and the Administrative
Agent and the Lenders, on the other hand, likewise shall be conclusively
presumed to have been had or consummated in reliance upon the guarantee
contained in this Section 2. Each Guarantor waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon the
Borrower or any of the Guarantors with respect to the Borrower Obligations. Each
Guarantor understands and agrees that the guarantee contained in this Section 2
shall be construed as a continuing, absolute and unconditional guarantee of
payment without regard to (a) the validity or enforceability of the Credit
Agreement or any other Loan Document, any of the Borrower Obligations or any
other collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by the Administrative Agent or any
Lender, (b) any defense, set-off or counterclaim (other than a defense of
payment or performance) which may at any time be available to or be asserted by
the Borrower or any other Person against the Administrative Agent or any Lender,
or (c) any other circumstance whatsoever (with or without notice to or knowledge
of the Borrower or such Guarantor) which constitutes, or might be construed to
constitute, an equitable or legal discharge of the Borrower for the Borrower
Obligations, or of such Guarantor under the guarantee contained in this Section
2, in bankruptcy or in any other instance. When making any demand hereunder or
otherwise pursuing its rights and remedies hereunder against any Guarantor, the
Administrative Agent or any Lender may, but shall be under no obligation to,
make a similar demand on or otherwise pursue such rights and remedies as it may
have against the Borrower, any other Guarantor or any other Person or against
any collateral security or guarantee for the Borrower Obligations or any right
of offset with respect thereto, and any failure by the Administrative Agent or
any Lender to make any such demand, to pursue such other rights or remedies or
to collect any payments from the Borrower, any other Guarantor or any other
Person or to realize upon any such collateral security or guarantee or to
exercise any such right of offset, or any release of the Borrower, any other
Guarantor or any other Person or any such collateral security, guarantee or
right of offset, shall not relieve any Guarantor of any obligation or liability
hereunder, and shall not impair or affect the rights and remedies, whether
express, implied or available as a matter of law, of the Administrative Agent or
any Lender against any Guarantor. For the purposes hereof "demand" shall include
the commencement and continuance of any legal proceedings.


<PAGE>   112
                                                                               8




                  2.6 REINSTATEMENT. The guarantee contained in this Section 2
shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the Borrower Obligations is
rescinded or must otherwise be restored or returned by the Administrative Agent
or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Borrower or any Guarantor, or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, the Borrower or any Guarantor or any substantial part of its
property, or otherwise, all as though such payments had not been made.

                  2.7 PAYMENTS. Each Guarantor hereby guarantees that payments
hereunder will be paid to the Administrative Agent without set-off or
counterclaim in Dollars at the office of the Administrative Agent located at the
Payment Office specified in the Credit Agreement.


                      SECTION 3. GRANT OF SECURITY INTEREST

                  Each Grantor hereby assigns and transfers to the
Administrative Agent, and hereby grants to the Administrative Agent, for the
ratable benefit of the Lenders, a security interest in, all of the following
property now owned or at any time hereafter acquired by such Grantor or in which
such Grantor now has or at any time in the future may acquire any right, title
or interest (collectively, the "COLLATERAL"), as collateral security for the
prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of such Grantor's Obligations,:

                  (a)  all Accounts;

                  (b)  all Chattel Paper;

                  (c)  all Contracts;

                  (d)  all Documents;

                  (e)  all Equipment;

                  (f)  all General Intangibles;

                  (g)  all Instruments;

                  (h)  all Intellectual Property;

                  (i)  all Inventory;

                  (j)  all Pledged Securities;

                  (k)  all Vehicles;

                  (l)  all Investment Property;

                  (m)  all deposit accounts and other bank accounts;

                  (n)  all books and records pertaining to the Collateral; and


<PAGE>   113
                                                                               9





                  (o) to the extent not otherwise included, all Proceeds and
         products of any and all of the foregoing and all collateral security
         and guarantees given by any Person with respect to any of the
         foregoing.


                    SECTION 4. REPRESENTATIONS AND WARRANTIES

                  To induce the Administrative Agent and the Lenders to enter
into the Credit Agreement and to induce the Lenders to make their respective
extensions of credit to the Borrower thereunder, each Grantor hereby represents
and warrants to the Administrative Agent and each Lender that:

                  4.1 REPRESENTATIONS IN CREDIT AGREEMENT[; PARENT
REPRESENTATIONS]. [(a)] In the case of each Guarantor, the representations and
warranties set forth in subsection __ of the Credit Agreement as they relate to
such Guarantor or to the Loan Documents to which such Guarantor is a party, each
of which is hereby incorporated herein by reference, are true and correct, and
the Administrative Agent and each Lender shall be entitled to rely on each of
them as if they were fully set forth herein, PROVIDED that each reference in
each such representation and warranty to the Borrower's knowledge shall, for the
purposes of this Section 4.1[(a)], be deemed to be a reference to such
Guarantor's knowledge.(5)


                  [(b)(6)  In the case of the Parent:

                           (i) the Parent (w) is duly organized, validly
         existing [and in good standing] under the laws of the jurisdiction of
         its organization, (x) has the [corporate] power and authority, and the
         legal right, to own and operate its property, to lease the property it
         operates as lessee and to conduct the business in which it is currently
         engaged, (y) is duly qualified as a foreign corporation [and in good
         standing] under the laws of each jurisdiction where its ownership,
         lease or operation of property or the conduct of its business requires
         such qualification and (z) is in compliance with all Requirements of
         Law except to the extent that the failure to comply therewith could
         not, in the aggregate, [have] [reasonably be expected to have] a
         Material Adverse Effect.

                           (ii) The Parent has the corporate power and
         authority, and the legal right, to make, deliver and perform the Loan
         Documents to which it is a party and has taken all necessary corporate
         action to authorize the execution, delivery and performance of the Loan
         Documents to which it is a party. No consent or authorization of,
         filing with, notice to or other act by or in respect of, any
         Governmental Authority or any other Person is required in connection
         with the execution, delivery, performance, validity or enforceability
         of the Loan Documents to which the Parent is a party [other than
         ________]. This Agreement has been, and each other Loan Document to
         which it is a party will be, duly executed and delivered on behalf of
         the Parent. This Agreement constitutes, and each other Loan Document to
         which it is a party when executed and delivered will constitute, a
         legal, valid and binding obligation of the Parent enforceable against
         the Parent in accordance with its terms, subject to the effects of
         bankruptcy, insolvency, fraudulent conveyance, reorganization,
         moratorium and other similar laws relating to or affecting creditors'
         rights generally, general equitable principles (whether considered in a
         proceeding in 



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

5. This approach can be taken only if the representations in the Credit
Agreement, particularly the "corporate" representations, apply to all Grantors
and Loan Documents rather than just the Borrower and the Loan Documents to which
Borrower is a party.

6. Paragraph (b) is usually necessary only when the parent of the Borrower is a
Grantor but is not a party to the Credit Agreement.


<PAGE>   114
                                                                              10



         equity or at law) and an implied covenant of good faith and fair
         dealing.

                           (iii) The execution, delivery and performance of the
         Loan Documents to which the Parent is a party will not violate any
         Requirement of Law or Contractual Obligation of the Parent or of any of
         its Subsidiaries and will not result in, or require, the creation or
         imposition of any Lien on any of its or their respective properties or
         revenues pursuant to any such Requirement of Law or Contractual
         Obligation (other than pursuant to this Agreement).

                           (iv) No litigation, investigation or proceeding of or
         before any arbitrator or Governmental Authority is pending or, to the
         knowledge of the Parent, threatened by or against the Parent or any of
         its Subsidiaries or against any of its or their respective properties
         or revenues (x) with respect to any of the Loan Documents or any of the
         transactions contemplated hereby or thereby, or (y) which [could have]
         [could reasonably be expected to have] a Material Adverse Effect.]

                  4.2 TITLE; NO OTHER LIENS. Except for the security interest
granted to the Administrative Agent for the ratable benefit of the Lenders
pursuant to this Agreement and the other Liens permitted to exist on the
Collateral by the Credit Agreement, such Grantor owns each item of the
Collateral free and clear of any and all Liens or claims of others. No financing
statement or other public notice with respect to all or any part of the
Collateral is on file or of record in any public office, except such as have
been filed in favor of the Administrative Agent, for the ratable benefit of the
Lenders, pursuant to this Agreement or as are permitted by the Credit Agreement.

                  4.3 PERFECTED FIRST PRIORITY LIENS. The security interests
granted pursuant to this Agreement (a) [constitute] [upon completion of the
filings and other actions specified on SCHEDULE 3 (which, in the case of all
filings and other documents referred to on said Schedule, have been delivered to
the Administrative Agent in completed and duly executed form) will
constitute](7) valid perfected security interests in all of the Collateral in
favor of the Administrative Agent, for the ratable benefit of the Lenders, as
collateral security for such Grantor's Obligations, enforceable in accordance
with the terms hereof against all creditors of such Grantor and any Persons
purporting to purchase any Collateral from such Grantor and (b) are prior to all
other Liens on the Collateral in existence on the date hereof except for [(i)]
unrecorded Liens permitted by the Credit Agreement which have priority over the
Liens on the Collateral by operation of law [and (ii) Liens described on
SCHEDULE 9].

                  4.4 CHIEF EXECUTIVE OFFICE. On the date hereof, such Grantor's
jurisdiction of organization and the location of such Grantor's chief executive
office or sole place of business are specified on SCHEDULE 4.(8)

                  4.5 INVENTORY AND EQUIPMENT. On the date hereof, the Inventory
and the Equipment (other than mobile goods) are kept at the locations listed on
SCHEDULE 5.(9)


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

7. The second bracketed alternative is used if UCC filings and other actions
required to perfect security interests (such as delivery of documents of title
for vehicles) are not completed when this Agreement is delivered.

8. Section 9-103 of the New York UCC provides that the law of the state where
the debtor is located governs the perfection and effect of perfection of
security interests in accounts, general intangibles and mobile goods. A debtor
is deemed located at his place of business, if it has only one, or at its chief
executive office, if it has more than one place of business.

9. Section 9-103 of the New York UCC provides that the law of the state where
the collateral is located when the last event occurs on which perfection is
asserted governs the perfection and effect of perfection of security interests
in ordinary goods, including equipment and inventory. 




<PAGE>   115
                                                                              11




                  4.6 FARM PRODUCTS. None of the Collateral constitutes, or is
the Proceeds of, Farm Products.

                  4.7 PLEDGED SECURITIES. (a) The shares of Pledged Stock
pledged by such Grantor hereunder constitute all the issued and outstanding
shares of all classes of the Capital Stock of each Issuer owned by such
Grantor.(10)

                  (b) All the shares of the Pledged Stock have been duly and
validly issued and are fully paid and nonassessable.

                  (c) Each of the Pledged Notes constitutes the legal, valid and
binding obligation of the obligor with respect thereto, enforceable in
accordance with its terms, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.

                  (d) Such Grantor is the record and beneficial owner of, and
has good and marketable title to, the Pledged Securities pledged by it
hereunder, free of any and all Liens or options in favor of, or claims of, any
other Person, except the security interest created by this Agreement.

                  4.8 RECEIVABLES. (a) No amount payable to such Grantor under
or in connection with any Receivable is evidenced by any Instrument or Chattel
Paper which has not been delivered to the Administrative Agent.

                  (b) None of the obligors on any Receivables is a Governmental
Authority.(11)

                  (c) The amounts represented by such Grantor to the Lenders
from time to time as owing to such Grantor in respect of the Receivables will at
such times be accurate.

                  4.9 CONTRACTS. (a) No consent of any party (other than such
Grantor) to any Contract is required, or purports to be required, in connection
with the execution, delivery and performance of this Agreement.

                  (b) Each Contract is in full force and effect and constitutes
a valid and legally enforceable obligation of the parties thereto, subject to
the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.

                  (c) No consent or authorization of, filing with or other act
by or in respect of any Governmental Authority is required in connection with
the execution, delivery, performance, validity or 


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

10. This representation must be modified if only a portion of the Capital Stock
of certain Issuers (e.g., foreign Issuers) is pledged.

11. If the obligor on any Receivable is the U.S. Government, compliance with the
Federal Assignment of Claims Act will be required. Appropriate investigation
regarding state laws will be required where other Governmental Authorities are
parties to Receivables.

<PAGE>   116
                                                                              12




enforceability of any of the Contracts by any party thereto other than those
which have been duly obtained, made or performed, are in full force and effect
and do not subject the scope of any such Contract to any material adverse
limitation, either specific or general in nature.

                  (d) Neither such Grantor nor (to the best of such Grantor's
knowledge) any of the other parties to the Contracts is in default in the
performance or observance of any of the terms thereof [in any manner that, in
the aggregate, could reasonably be expected to have a Material Adverse Effect].

                  (e) The right, title and interest of such Grantor in, to and
under the Contracts are not subject to any defenses, offsets, counterclaims or
claims [that, in the aggregate, could reasonably be expected to have a Material
Adverse Effect].

                  (f) Such Grantor has delivered to the Administrative Agent a
complete and correct copy of each Contract, including all amendments,
supplements and other modifications thereto.

                  (g) No amount payable to such Grantor under or in connection
with any Contract is evidenced by any Instrument or Chattel Paper which has not
been delivered to the Administrative Agent.

                  (h) None of the parties to any Contract is a Governmental
Authority.(12)

                  4.10 INTELLECTUAL PROPERTY. (a) SCHEDULE 6 lists all
Intellectual Property owned by such Grantor in its own name on the date hereof.

                  (b) On the date hereof, all material Intellectual Property is
valid, subsisting, unexpired and enforceable, has not been abandoned and does
not infringe the intellectual property rights of any other Person.

                  (c) Except as set forth in SCHEDULE 6, on the date hereof,
none of the Intellectual Property is the subject of any licensing or franchise
agreement pursuant to which such Grantor is the licensor or franchisor.

                  (d) No holding, decision or judgment has been rendered by any
Governmental Authority which would limit, cancel or question the validity of, or
such Grantor's rights in, any Intellectual Property in any respect that could
reasonably be expected to have a Material Adverse Effect.

                  (e) No action or proceeding is pending, or, to the knowledge
of such Grantor, threatened, on the date hereof (i) seeking to limit, cancel or
question the validity of any Intellectual Property or such Grantor's ownership
interest therein, or (ii) which, if adversely determined, would have a material
adverse effect on the value of any Intellectual Property.

                  4.11 VEHICLES. [SCHEDULE 8 is a complete and correct list of
all Vehicles owned by such Grantor on the date hereof.] [The aggregate book
value of all Vehicles owned by all Grantors is less than $_______.]

                              SECTION 5. COVENANTS


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

12. If the obligor on any Contract is the U.S. Government, compliance with the
Federal Assignment of Claims Act will be required. Appropriate investigation
regarding state laws will be required where other Governmental Authorities are
parties to Contracts.

<PAGE>   117
                                                                              13



                  Each Grantor covenants and agrees with the Administrative
Agent and the Lenders that, from and after the date of this Agreement until the
Obligations shall have been paid in full[, no Letter of Credit shall be
outstanding] and the Commitments shall have terminated:

                  5.1 COVENANTS IN CREDIT AGREEMENT. In the case of each
Guarantor, such Guarantor shall take, or shall refrain from taking, as the case
may be, each action that is necessary to be taken or not taken, as the case may
be, so that no Default or Event of Default is caused by the failure to take such
action or to refrain from taking such action by such Guarantor or any of its
Subsidiaries.

                  5.2 DELIVERY OF INSTRUMENTS AND CHATTEL PAPER. If any amount
payable under or in connection with any of the Collateral shall be or become
evidenced by any Instrument or Chattel Paper, such Instrument or Chattel Paper
shall be immediately delivered to the Administrative Agent, duly indorsed in a
manner satisfactory to the Administrative Agent, to be held as Collateral
pursuant to this Agreement.(13)

                  5.3 MAINTENANCE OF INSURANCE. (a) Such Grantor will maintain,
with financially sound and reputable companies, insurance policies (i) insuring
the Inventory, Equipment and Vehicles against loss by fire, explosion, theft and
such other casualties as may be reasonably satisfactory to the Administrative
Agent and (ii) [to the extent requested by the Administrative Agent,] insuring
such Grantor, the Administrative Agent and the Lenders against liability for
personal injury and property damage relating to such Inventory, Equipment and
Vehicles, such policies to be in such form and amounts and having such coverage
as may be reasonably satisfactory to the Administrative Agent and the Lenders.

                  (b) All such insurance shall (i) provide that no cancellation,
material reduction in amount or material change in coverage thereof shall be
effective until at least [30] days after receipt by the Administrative Agent of
written notice thereof, (ii) name the Administrative Agent as insured party or
loss payee, (iii) if reasonably requested by the Administrative Agent, include a
breach of warranty clause and (iv) be reasonably satisfactory in all other
respects to the Administrative Agent.

                  (c) The Borrower shall deliver to the Administrative Agent and
the Lenders a report of a reputable insurance broker with respect to such
insurance substantially concurrently with the delivery by the Borrower to the
Administrative Agent of its audited financial statements for each fiscal year
and such supplemental reports with respect thereto as the Administrative Agent
may from time to time reasonably request.

                  5.4 PAYMENT OF OBLIGATIONS. Such Grantor will pay and
discharge or otherwise satisfy at or before maturity or before they become
delinquent, as the case may be, all taxes, assessments and governmental charges
or levies imposed upon the Collateral or in respect of income or profits
therefrom, as well as all claims of any kind (including, without limitation,
claims for labor, materials and supplies) against or with respect to the
Collateral, except that no such charge need be paid if the amount or validity
thereof is currently being contested in good faith by appropriate proceedings,
reserves in conformity with GAAP with respect thereto have been provided on the
books of such Grantor and such proceedings could not reasonably be expected to
result in the sale, forfeiture or loss of any material portion of the Collateral
or any interest therein.


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

13. Under New York UCC Section 9-304 a security interest in chattel paper may be
perfected by the security party taking possession or by filing. A security
interest in money or instruments can be perfected only by the secured party
taking possession.



<PAGE>   118
                                       14




                  5.5 MAINTENANCE OF PERFECTED SECURITY INTEREST; FURTHER
DOCUMENTATION. (a) Such Grantor shall maintain the security interest created by
this Agreement as a perfected security interest having at least the priority
described in Section 4.3 and shall defend such security interest against the
claims and demands of all Persons whomsoever.

                  (b) Such Grantor will furnish to the Administrative Agent and
the Lenders from time to time statements and schedules further identifying and
describing the Collateral and such other reports in connection with the
Collateral as the Administrative Agent may reasonably request, all in reasonable
detail.

                  (c) At any time and from time to time, upon the written
request of the Administrative Agent, and at the sole expense of such Grantor,
such Grantor will promptly and duly execute and deliver, and have recorded, such
further instruments and documents and take such further actions as the
Administrative Agent may reasonably request for the purpose of obtaining or
preserving the full benefits of this Agreement and of the rights and powers
herein granted, including, without limitation, the filing of any financing or
continuation statements under the Uniform Commercial Code (or other similar
laws) in effect in any jurisdiction with respect to the security interests
created hereby.

                  5.6 CHANGES IN LOCATIONS, NAME, ETC. Such Grantor will not,
except upon [15] days' prior written notice to the Administrative Agent and
delivery to the Administrative Agent of (a) all additional executed financing
statements and other documents reasonably requested by the Administrative Agent
to maintain the validity, perfection and priority of the security interests
provided for herein and (b) if applicable, a written supplement to SCHEDULE 5
showing any additional location at which Inventory or Equipment shall be kept:

                  (i) permit any of the Inventory or Equipment to be kept at a
         location other than those listed on SCHEDULE 5;(14)

                  (ii) change the location of its chief executive office or sole
         place of business from that referred to in Section 4.4; or(15)

                  (iii) change its name, identity or corporate structure to such
         an extent that any financing statement filed by the Administrative
         Agent in connection with this Agreement would become misleading.(16)

                  5.7 NOTICES. Such Grantor will advise the Administrative Agent
and the Lenders promptly, in reasonable detail, of:

                  (a) any Lien (other than security interests created hereby or
Liens permitted under the Credit Agreement) on any of the Collateral which would
adversely affect the ability of the Administrative Agent to exercise any of its
remedies hereunder; and


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

14. See footnote 9 above.

15. See footnote 8 above. This clause should be modified if any Grantor has only
one place of business.

16. New York UCC Section 9-402(7) provides that if a debtor's name, identity or
corporate structure are changed so that a filed financing statement becomes
seriously misleading, the filing is not effective to perfect a security interest
in collateral acquired by the debtor more than four months after the change,
unless a new, appropriate financing statement is filed before the expiration of
the four-month period.



<PAGE>   119
                                                                              15



                  (b) of the occurrence of any other event which could
reasonably be expected to have a material adverse effect on the aggregate value
of the Collateral or on the security interests created hereby.

                  5.8 PLEDGED SECURITIES. (a) If such Grantor shall become
entitled to receive or shall receive any stock certificate (including, without
limitation, any certificate representing a stock dividend or a distribution in
connection with any reclassification, increase or reduction of capital or any
certificate issued in connection with any reorganization), option or rights in
respect of the Capital Stock of any Issuer, whether in addition to, in
substitution of, as a conversion of, or in exchange for, any shares of the
Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the
same as the agent of the Administrative Agent and the Lenders, hold the same in
trust for the Administrative Agent and the Lenders and deliver the same
forthwith to the Administrative Agent in the exact form received, duly indorsed
by such Grantor to the Administrative Agent, if required, together with an
undated stock power covering such certificate duly executed in blank by such
Grantor and with, if the Administrative Agent so requests, signature guaranteed,
to be held by the Administrative Agent, subject to the terms hereof, as
additional collateral security for the Obligations. Any sums paid upon or in
respect of the Pledged Securities upon the liquidation or dissolution of any
Issuer shall be paid over to the Administrative Agent to be held by it hereunder
as additional collateral security for the Obligations, and in case any
distribution of capital shall be made on or in respect of the Pledged Securities
or any property shall be distributed upon or with respect to the Pledged
Securities pursuant to the recapitalization or reclassification of the capital
of any Issuer or pursuant to the reorganization thereof, the property so
distributed shall, unless otherwise subject to a perfected security interest in
favor of the Administrative Agent, be delivered to the Administrative Agent to
be held by it hereunder as additional collateral security for the Obligations.
If any sums of money or property so paid or distributed in respect of the
Pledged Securities shall be received by such Grantor, such Grantor shall, until
such money or property is paid or delivered to the Administrative Agent, hold
such money or property in trust for the Lenders, segregated from other funds of
such Grantor, as additional collateral security for the Obligations.

                  (b) Without the prior written consent of the Administrative
Agent, such Grantor will not (i) vote to enable, or take any other action to
permit, any Issuer to issue any stock or other equity securities of any nature
or to issue any other securities convertible into or granting the right to
purchase or exchange for any stock or other equity securities of any nature of
any Issuer,17 (ii) sell, assign, transfer, exchange, or otherwise dispose of, or
grant any option with respect to, the Pledged Securities or Proceeds thereof
(except pursuant to a transaction expressly permitted by the Credit Agreement),
(iii) create, incur or permit to exist any Lien or option in favor of, or any
claim of any Person with respect to, any of the Pledged Securities or Proceeds
thereof, or any interest therein, except for the security interests created by
this Agreement or (iv) enter into any agreement or undertaking restricting the
right or ability of such Grantor or the Administrative Agent to sell, assign or
transfer any of the Pledged Securities or Proceeds thereof.

                  (c) In the case of each Grantor which is an Issuer, such
Issuer agrees that (i) it will be bound by the terms of this Agreement relating
to the Pledged Securities issued by it and will comply with such terms insofar
as such terms are applicable to it, (ii) it will notify the Administrative Agent
promptly in writing of the occurrence of any of the events described in Section
5.8(a) with respect to the Pledged Securities issued by it and (iii) the terms
of Sections 6.3(c) and 6.7 shall apply to it, MUTATIS MUTANDIS, with respect to
all actions that may be required of it pursuant to Section 6.3(c) or 6.7 with
respect to the 



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

17. Prohibiting a Grantor from acting to permit an Issuer to issue other equity
securities may be inappropriate in some transactions.




<PAGE>   120
                                                                              16




Pledged Securities issued by it.

                  5.9 RECEIVABLES. (a) Other than in the ordinary course of
business consistent with its past practice, such Grantor will not (i) grant any
extension of the time of payment of any Receivable, (ii) compromise or settle
any Receivable for less than the full amount thereof, (iii) release, wholly or
partially, any Person liable for the payment of any Receivable, (iv) allow any
credit or discount whatsoever on any Receivable or (v) amend, supplement or
modify any Receivable in any manner that could adversely affect the value
thereof.

                  (b) Such Grantor will deliver to the Administrative Agent a
copy of each material demand, notice or document received by it that questions
or calls into doubt the validity or enforceability of more than 5% of the
aggregate amount of the then outstanding Receivables.

                  5.10 CONTRACTS. (a) Such Grantor will perform and comply in
all material respects with all its obligations under the Contracts.

                  (b) Such Grantor will not amend, modify, terminate or waive
any provision of any Contract in any manner which could reasonably be expected
to materially adversely affect the value of such Contract as Collateral.

                  (c) Such Grantor will exercise promptly and diligently each
and every material right which it may have under each Contract (other than any
right of termination).

                  (d) Such Grantor will deliver to the Administrative Agent a
copy of each material demand, notice or document received by it relating in any
way to any Contract that questions the validity or enforceability of such
Contract.

                  5.11 INTELLECTUAL PROPERTY. (a) Such Grantor (either itself or
through licensees) will (i) continue to use each material Trademark on each and
every trademark class of goods applicable to its current line as reflected in
its current catalogs, brochures and price lists in order to maintain such
Trademark in full force free from any claim of abandonment for non-use, (ii)
maintain as in the past the quality of products and services offered under such
Trademark, (iii) use such Trademark with the appropriate notice of registration
and all other notices and legends required by applicable Requirements of Law,
(iv) not adopt or use any mark which is confusingly similar or a colorable
imitation of such Trademark unless the Administrative Agent, for the ratable
benefit of the Lenders, shall obtain a perfected security interest in such mark
pursuant to this Agreement, and (v) not (and not permit any licensee or
sublicensee thereof to) do any act or knowingly omit to do any act whereby such
Trademark may become invalidated or impaired in any way.

                  (b) Such Grantor (either itself or through licensees) will not
do any act, or omit to do any act, whereby any material Patent may become
forfeited, abandoned or dedicated to the public.

                  (c) Such Grantor (either itself or through licensees) (i) will
employ each material Copyright and (ii) will not (and will not permit any
licensee or sublicensee thereof to) do any act or knowingly omit to do any act
whereby any material portion of the Copyrights may become invalidated or
otherwise impaired. Such Grantor will not (either itself or through licensees)
do any act whereby any material portion of the Copyrights may fall into the
public domain.

                  (d) Such Grantor (either itself or through licensees) will not
do any act that knowingly uses any material Intellectual Property to infringe
the intellectual property rights of any other Person.

<PAGE>   121
                                       17




                  (e) Such Grantor will notify the Administrative Agent and the
Lenders immediately if it knows, or has reason to know, that any application or
registration relating to any material Intellectual Property may become
forfeited, abandoned or dedicated to the public, or of any adverse determination
or development (including, without limitation, the institution of, or any such
determination or development in, any proceeding in the United States Patent and
Trademark Office, the United States Copyright Office or any court or tribunal in
any country) regarding such Grantor's ownership of, or the validity of, any
material Intellectual Property or such Grantor's right to register the same or
to own and maintain the same.

                  (f) Whenever such Grantor, either by itself or through any
agent, employee, licensee or designee, shall file an application for the
registration of any Intellectual Property with the United States Patent and
Trademark Office, the United States Copyright Office or any similar office or
agency in any other country or any political subdivision thereof, such Grantor
shall report such filing to the Administrative Agent within five Business Days
after the last day of the fiscal quarter in which such filing occurs. Upon
request of the Administrative Agent, such Grantor shall execute and deliver, and
have recorded, any and all agreements, instruments, documents, and papers as the
Administrative Agent may request to evidence the Administrative Agent's and the
Lenders' security interest in any Copyright, Patent or Trademark and the
goodwill and general intangibles of such Grantor relating thereto or represented
thereby.

                  (g) Such Grantor will take all reasonable and necessary steps,
including, without limitation, in any proceeding before the United States Patent
and Trademark Office, the United States Copyright Office or any similar office
or agency in any other country or any political subdivision thereof, to maintain
and pursue each application (and to obtain the relevant registration) and to
maintain each registration of the material Intellectual Property, including,
without limitation, filing of applications for renewal, affidavits of use and
affidavits of incontestability.

                  (h) In the event that any material Intellectual Property is
infringed, misappropriated or diluted by a third party, such Grantor shall (i)
take such actions as such Grantor shall reasonably deem appropriate under the
circumstances to protect such Intellectual Property and (ii) if such
Intellectual Property is of material economic value, promptly notify the
Administrative Agent after it learns thereof and sue for infringement,
misappropriation or dilution, to seek injunctive relief where appropriate and to
recover any and all damages for such infringement, misappropriation or dilution.

                  5.12 VEHICLES. (a) No Vehicle shall be removed from the state
which has issued the certificate of [title/ownership] therefor for a period in
excess of .(18)

                  (b) [Within [30] days after the date hereof, and,](19) with
respect to any Vehicles acquired by such Grantor subsequent to the date hereof,
within [30] days after the date of acquisition thereof, all applications for
certificates of [title/ownership] indicating the Administrative Agent's first
priority security interest in the Vehicle covered by such certificate, and any
other necessary documentation, shall be filed in each office in each
jurisdiction which the Administrative Agent shall deem advisable to perfect its
security interests in the Vehicles.


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

18. The period ordinarily is four months. See New York UCC Section 9-103(1)(d).

19. The bracketed language is used if it is not possible to note all liens on
vehicle registrations before closing.


<PAGE>   122
                                                                              18



                         SECTION 6. REMEDIAL PROVISIONS

                  6.1 CERTAIN MATTERS RELATING TO RECEIVABLES.(20) (a) The
Administrative Agent shall have the right to make test verifications of the
Receivables in any manner and through any medium that it reasonably considers
advisable, and each Grantor shall furnish all such assistance and information as
the Administrative Agent may require in connection with such test verifications.
At any time and from time to time, upon the Administrative Agent's request and
at the expense of the relevant Grantor, such Grantor shall cause independent
public accountants or others satisfactory to the Administrative Agent to furnish
to the Administrative Agent reports showing reconciliations, aging and test
verifications of, and trial balances for, the Receivables.

                  (b) The Administrative Agent hereby authorizes each Grantor to
collect such Grantor's Receivables, subject to the Administrative Agent's
direction and control, and the Administrative Agent may curtail or terminate
said authority at any time after the occurrence and during the continuance of an
Event of Default. If required by the Administrative Agent at any time after the
occurrence and during the continuance of an Event of Default, any payments of
Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any
event, within two Business Days) deposited by such Grantor in the exact form
received, duly indorsed by such Grantor to the Administrative Agent if required,
in a Collateral Account maintained under the sole dominion and control of the
Administrative Agent, subject to withdrawal by the Administrative Agent for the
account of the Lenders only as provided in Section 6.5, and (ii) until so turned
over, shall be held by such Grantor in trust for the Administrative Agent and
the Lenders, segregated from other funds of such Grantor. Each such deposit of
Proceeds of Receivables shall be accompanied by a report identifying in
reasonable detail the nature and source of the payments included in the deposit.

                  (c) At the Administrative Agent's request, each Grantor shall
deliver to the Administrative Agent all original and other documents evidencing,
and relating to, the agreements and transactions which gave rise to the
Receivables, including, without limitation, all original orders, invoices and
shipping receipts.

                  6.2 COMMUNICATIONS WITH OBLIGORS; GRANTORS REMAIN LIABLE. (a)
The Administrative Agent in its own name or in the name of others may at any
time [after the occurrence and during the continuance of an Event of Default]
communicate with obligors under the Receivables and parties to the Contracts to
verify with them to the Administrative Agent's satisfaction the existence,
amount and terms of any Receivables or Contracts.

                  (b) Upon the request of the Administrative Agent at any time
after the occurrence and during the continuance of an Event of Default, each
Grantor shall notify obligors on the Receivables and parties to the Contracts
that the Receivables and the Contracts have been assigned to the Administrative
Agent for the ratable benefit of the Lenders and that payments in respect
thereof shall be made directly to the Administrative Agent.

                  (c) Anything herein to the contrary notwithstanding, each
Grantor shall remain liable under each of the Receivables and Contracts to
observe and perform all the conditions and obligations to

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

20. Section 6.1 enables the Administrative Agent to police the Receivables prior
to default. Related considerations are (a) whether lock-box and/or concentration
accounts should be set up initially to facilitate transfer of the collection
function to the Administrative Agent and (b) whether certain account
debtors/contract parties should be notified of the assignment when the security
agreement is executed and delivered.

<PAGE>   123
                                                                              19




be observed and performed by it thereunder, all in accordance with the terms of
any agreement giving rise thereto. Neither the Administrative Agent nor any
Lender shall have any obligation or liability under any Receivable (or any
agreement giving rise thereto) or Contract by reason of or arising out of this
Agreement or the receipt by the Administrative Agent or any Lender of any
payment relating thereto, nor shall the Administrative Agent or any Lender be
obligated in any manner to perform any of the obligations of any Grantor under
or pursuant to any Receivable (or any agreement giving rise thereto) or
Contract, to make any payment, to make any inquiry as to the nature or the
sufficiency of any payment received by it or as to the sufficiency of any
performance by any party thereunder, to present or file any claim, to take any
action to enforce any performance or to collect the payment of any amounts which
may have been assigned to it or to which it may be entitled at any time or
times.

                  6.3 PLEDGED STOCK. (a) Unless an Event of Default shall have
occurred and be continuing and the Administrative Agent shall have given notice
to the relevant Grantor of the Administrative Agent's intent to exercise its
corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted
to receive all cash dividends paid in respect of the Pledged Stock and all
payments made in respect of the Pledged Notes, in each case paid in the normal
course of business of the relevant Issuer and consistent with past practice[, to
the extent permitted in the Credit Agreement,](21) and to exercise all voting
and corporate rights with respect to the Pledged Securities; PROVIDED, HOWEVER,
that no vote shall be cast or corporate right exercised or other action taken
which, in the Administrative Agent's reasonable judgment, would impair the
Collateral or which would be inconsistent with or result in any violation of any
provision of the Credit Agreement, this Agreement or any other Loan
Document.(22)

                  (b) If an Event of Default shall occur and be continuing and
the Administrative Agent shall give notice of its intent to exercise such rights
to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the
right to receive any and all cash dividends, payments or other Proceeds paid in
respect of the Pledged Securities and make application thereof to the
Obligations in the order set forth in Section 6.5, and (ii) any or all of the
Pledged Securities shall be registered in the name of the Administrative Agent
or its nominee, and the Administrative Agent or its nominee may thereafter
exercise (x) all voting, corporate and other rights pertaining to such Pledged
Securities at any meeting of shareholders of the relevant Issuer or Issuers or
otherwise and (y) any and all rights of conversion, exchange and subscription
and any other rights, privileges or options pertaining to such Pledged
Securities as if it were the absolute owner thereof (including, without
limitation, the right to exchange at its discretion any and all of the Pledged
Securities upon the merger, consolidation, reorganization, recapitalization or
other fundamental change in the corporate structure of any Issuer, or upon the
exercise by any Grantor or the Administrative Agent of any right, privilege or
option pertaining to such Pledged Securities, and in connection therewith, the
right to deposit and deliver any and all of the Pledged Securities with any
committee, depositary, transfer agent, registrar or other designated agency upon
such terms and conditions as the Administrative Agent may determine), all
without liability except to account for property actually received by it, but
the Administrative Agent shall have no duty to any Grantor to exercise any such
right, privilege or option and shall not be responsible for any failure to do so
or delay in so doing.(23)


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

21. The bracketed language is appropriate if the Credit Agreement contains
provisions limiting payment of dividends by any Issuer.

22. If 5% or more of the stock of a public company is pledged, voting rights in
the Administrative Agent will give rise to reporting requirements under
Regulation 13D under the Securities Exchange Act.

23. If 5% or more of the stock of a public company is pledged, voting rights in
the Administrative Agent will give rise to reporting requirements under
Regulation 13D under the Securities Exchange Act.


<PAGE>   124
                                                                              20




                  (c) Each Grantor hereby authorizes and instructs each Issuer
of any Pledged Securities pledged by such Grantor hereunder to (i) comply with
any instruction received by it from the Administrative Agent in writing that (x)
states that an Event of Default has occurred and is continuing and (y) is
otherwise in accordance with the terms of this Agreement, without any other or
further instructions from such Grantor, and each Grantor agrees that each Issuer
shall be fully protected in so complying, and (ii) unless otherwise expressly
permitted hereby, pay any dividends or other payments with respect to the
Pledged Securities directly to the Administrative Agent.

                  6.4 PROCEEDS TO BE TURNED OVER TO ADMINISTRATIVE AGENT. In
addition to the rights of the Administrative Agent and the Lenders specified in
Section 6.1 with respect to payments of Receivables, if an Event of Default
shall occur and be continuing, all Proceeds received by any Grantor consisting
of cash, checks and other near-cash items shall be held by such Grantor in trust
for the Administrative Agent and the Lenders, segregated from other funds of
such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over
to the Administrative Agent in the exact form received by such Grantor (duly
indorsed by such Grantor to the Administrative Agent, if required). All Proceeds
received by the Administrative Agent hereunder shall be held by the
Administrative Agent in a Collateral Account maintained under its sole dominion
and control. All Proceeds while held by the Administrative Agent in a Collateral
Account (or by such Grantor in trust for the Administrative Agent and the
Lenders) shall continue to be held as collateral security for all the
Obligations and shall not constitute payment thereof until applied as provided
in Section 6.5.

                  6.5 APPLICATION OF PROCEEDS. At such intervals as may be
agreed upon by the Borrower and the Administrative Agent, or, if an Event of
Default shall have occurred and be continuing, at any time at the Administrative
Agent's election, the Administrative Agent may apply all or any part of Proceeds
constituting Collateral, whether or not held in any Collateral Account, and any
proceeds of the guarantee set forth in Section 2, in payment of the Obligations
in the following order:

                  FIRST, to pay incurred and unpaid fees and expenses of the
         Administrative Agent under the Loan Documents;

                  SECOND, to the Administrative Agent, for application by it
         towards payment of amounts then due and owing and remaining unpaid in
         respect of the Obligations, PRO RATA among the Lenders according to the
         amounts of the Obligations then due and owing and remaining unpaid to
         the Lenders;

                  THIRD, to the Administrative Agent, for application by it
         towards prepayment of the Obligations, PRO RATA among the Lenders
         according to the amounts of the Obligations then held by the Lenders;
         and

                  FOURTH, any balance of such Proceeds remaining after the
         Obligations shall have been paid in full,[no Letters of Credit shall be
         outstanding] and the Commitments shall have terminated shall be paid
         over to the Borrower or to whomsoever may be lawfully entitled to
         receive the same.

                  6.6 CODE AND OTHER REMEDIES. If an Event of Default shall
occur and be continuing, the Administrative Agent, on behalf of the Lenders, may
exercise, in addition to all other rights and remedies granted to them in this
Agreement and in any other instrument or agreement securing, evidencing or
relating to the Obligations, all rights and remedies of a secured party under
the New York UCC or any other applicable law. Without limiting the generality of
the foregoing, the Administrative Agent, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind 


<PAGE>   125
                                                                              21




(except any notice required by law referred to below) to or upon any Grantor or
any other Person (all and each of which demands, defenses, advertisements and
notices are hereby waived), may in such circumstances forthwith collect,
receive, appropriate and realize upon the Collateral, or any part thereof,
and/or may forthwith sell, lease, assign, give option or options to purchase, or
otherwise dispose of and deliver the Collateral or any part thereof (or contract
to do any of the foregoing), in one or more parcels at public or private sale or
sales, at any exchange, broker's board or office of the Administrative Agent or
any Lender or elsewhere upon such terms and conditions as it may deem advisable
and at such prices as it may deem best, for cash or on credit or for future
delivery without assumption of any credit risk. The Administrative Agent or any
Lender shall have the right upon any such public sale or sales, and, to the
extent permitted by law, upon any such private sale or sales, to purchase the
whole or any part of the Collateral so sold, free of any right or equity of
redemption in any Grantor, which right or equity is hereby waived and released.
Each Grantor further agrees, at the Administrative Agent's request, to assemble
the Collateral and make it available to the Administrative Agent at places which
the Administrative Agent shall reasonably select, whether at such Grantor's
premises or elsewhere. The Administrative Agent shall apply the net proceeds of
any action taken by it pursuant to this Section 6.6, after deducting all
reasonable costs and expenses of every kind incurred in connection therewith or
incidental to the care or safekeeping of any of the Collateral or in any way
relating to the Collateral or the rights of the Administrative Agent and the
Lenders hereunder, including, without limitation, reasonable attorneys' fees and
disbursements, to the payment in whole or in part of the Obligations, in such
order as the Administrative Agent may elect, and only after such application and
after the payment by the Administrative Agent of any other amount required by
any provision of law, including, without limitation, Section 9-504(1)(c) of the
New York UCC, need the Administrative Agent account for the surplus, if any, to
any Grantor. To the extent permitted by applicable law, each Grantor waives all
claims, damages and demands it may acquire against the Administrative Agent or
any Lender arising out of the exercise by them of any rights hereunder. If any
notice of a proposed sale or other disposition of Collateral shall be required
by law, such notice shall be deemed reasonable and proper if given at least 10
days before such sale or other disposition.

                  6.7 REGISTRATION RIGHTS. (a) If the Administrative Agent shall
determine to exercise its right to sell any or all of the Pledged Stock pursuant
to Section 6.6, and if in the opinion of the Administrative Agent it is
necessary or advisable to have the Pledged Stock, or that portion thereof to be
sold, registered under the provisions of the Securities Act, the relevant
Grantor will cause the Issuer thereof to (i) execute and deliver, and cause the
directors and officers of such Issuer to execute and deliver, all such
instruments and documents, and do or cause to be done all such other acts as may
be, in the opinion of the Administrative Agent, necessary or advisable to
register the Pledged Stock, or that portion thereof to be sold, under the
provisions of the Securities Act, (ii) use its best efforts to cause the
registration statement relating thereto to become effective and to remain
effective for a period of one year from the date of the first public offering of
the Pledged Stock, or that portion thereof to be sold, and (iii) make all
amendments thereto and/or to the related prospectus which, in the opinion of the
Administrative Agent, are necessary or advisable, all in conformity with the
requirements of the Securities Act and the rules and regulations of the
Securities and Exchange Commission applicable thereto. Each Grantor agrees to
cause such Issuer to comply with the provisions of the securities or "Blue Sky"
laws of any and all jurisdictions which the Administrative Agent shall designate
and to make available to its security holders, as soon as practicable, an
earnings statement (which need not be audited) which will satisfy the provisions
of Section 11(a) of the Securities Act.

                  (b) Each Grantor recognizes that the Administrative Agent may
be unable to effect a public sale of any or all the Pledged Stock, by reason of
certain prohibitions contained in the Securities Act and applicable state
securities laws or otherwise, and may be compelled to resort to one or more
private sales thereof to a restricted group of purchasers which will be obliged
to agree, among other things, to acquire such securities for their own account
for investment and not with a view to the 

<PAGE>   126
                                       22




distribution or resale thereof. Each Grantor acknowledges and agrees that any
such private sale may result in prices and other terms less favorable than if
such sale were a public sale and, notwithstanding such circumstances, agrees
that any such private sale shall be deemed to have been made in a commercially
reasonable manner. The Administrative Agent shall be under no obligation to
delay a sale of any of the Pledged Stock for the period of time necessary to
permit the Issuer thereof to register such securities for public sale under the
Securities Act, or under applicable state securities laws, even if such Issuer
would agree to do so.

                  (c) Each Grantor agrees to use its best efforts to do or cause
to be done all such other acts as may be necessary to make such sale or sales of
all or any portion of the Pledged Stock pursuant to this Section 6.7 valid and
binding and in compliance with any and all other applicable Requirements of Law.
Each Grantor further agrees that a breach of any of the covenants contained in
this Section 6.7 will cause irreparable injury to the Administrative Agent and
the Lenders, that the Administrative Agent and the Lenders have no adequate
remedy at law in respect of such breach and, as a consequence, that each and
every covenant contained in this Section 6.7 shall be specifically enforceable
against such Grantor, and such Grantor hereby waives and agrees not to assert
any defenses against an action for specific performance of such covenants except
for a defense that no Event of Default has occurred under the Credit Agreement.

                  6.8 WAIVER; DEFICIENCY. Each Grantor waives and agrees not to
assert any rights or privileges which it may acquire under Section 9-112 of the
New York UCC.(24) Each Grantor shall remain liable for any deficiency if the
proceeds of any sale or other disposition of the Collateral are insufficient to
pay its Obligations and the fees and disbursements of any attorneys employed by
the Administrative Agent or any Lender to collect such deficiency.(25)


                       SECTION 7. THE ADMINISTRATIVE AGENT

                  7.1 ADMINISTRATIVE AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT,
ETC. (a) Each Grantor hereby irrevocably constitutes and appoints the
Administrative Agent and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of such Grantor and in the name of
such Grantor or in its own name, for the purpose of carrying out the terms of
this Agreement, to take any and all appropriate action and to execute any and
all documents and instruments which may be necessary or desirable to accomplish
the purposes of this Agreement, and, without limiting the generality of the
foregoing, each Grantor hereby gives the Administrative Agent the power and
right, on behalf of such Grantor, without notice to or assent by such Grantor,
to do any or all of the following:

                  (i) in the name of such Grantor or its own name, or otherwise,
         take possession of and indorse and collect any checks, drafts, notes,
         acceptances or other instruments for the payment of moneys due under
         any Receivable or Contract or with respect to any other Collateral and
         file any claim or take any other action or proceeding in any court of
         law or equity or otherwise deemed appropriate by the Administrative
         Agent for the purpose of collecting any and all such moneys due under
         any Receivable or Contract or with respect to any other Collateral
         whenever payable;

                  (ii) in the case of any Intellectual Property, execute and
         deliver, and have recorded, any 




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

24. New York UCC Section 9-112 confers certain rights on the owner of collateral
who is not the secured party's debtor. 

25. This sentence is not applicable to any Guarantor whose guarantee is
nonrecourse.



<PAGE>   127
                                                                              23




         and all agreements, instruments, documents and papers as the
         Administrative Agent may request to evidence the Administrative Agent's
         and the Lenders' security interest in such Intellectual Property and
         the goodwill and general intangibles of such Grantor relating thereto
         or represented thereby;

                  (iii) pay or discharge taxes and Liens levied or placed on or
         threatened against the Collateral, effect any repairs or any insurance
         called for by the terms of this Agreement and pay all or any part of
         the premiums therefor and the costs thereof;

                  (iv) execute, in connection with any sale provided for in
         Section 6.6 or 6.7, any indorsements, assignments or other instruments
         of conveyance or transfer with respect to the Collateral; and

                  (v) (1) direct any party liable for any payment under any of
         the Collateral to make payment of any and all moneys due or to become
         due thereunder directly to the Administrative Agent or as the
         Administrative Agent shall direct; (2) ask or demand for, collect, and
         receive payment of and receipt for, any and all moneys, claims and
         other amounts due or to become due at any time in respect of or arising
         out of any Collateral; (3) sign and indorse any invoices, freight or
         express bills, bills of lading, storage or warehouse receipts, drafts
         against debtors, assignments, verifications, notices and other
         documents in connection with any of the Collateral; (4) commence and
         prosecute any suits, actions or proceedings at law or in equity in any
         court of competent jurisdiction to collect the Collateral or any
         portion thereof and to enforce any other right in respect of any
         Collateral; (5) defend any suit, action or proceeding brought against
         such Grantor with respect to any Collateral; (6) settle, compromise or
         adjust any such suit, action or proceeding and, in connection
         therewith, give such discharges or releases as the Administrative Agent
         may deem appropriate; (7) assign any Copyright, Patent or Trademark
         (along with the goodwill of the business to which any such Copyright,
         Patent or Trademark pertains), throughout the world for such term or
         terms, on such conditions, and in such manner, as the Administrative
         Agent shall in its sole discretion determine; and (8) generally, sell,
         transfer, pledge and make any agreement with respect to or otherwise
         deal with any of the Collateral as fully and completely as though the
         Administrative Agent were the absolute owner thereof for all purposes,
         and do, at the Administrative Agent's option and such Grantor's
         expense, at any time, or from time to time, all acts and things which
         the Administrative Agent deems necessary to protect, preserve or
         realize upon the Collateral and the Administrative Agent's and the
         Lenders' security interests therein and to effect the intent of this
         Agreement, all as fully and effectively as such Grantor might do.

         Anything in this Section 7.1(a) to the contrary notwithstanding, the
Administrative Agent agrees that it will not exercise any rights under the power
of attorney provided for in this Section 7.1(a) unless an Event of Default shall
have occurred and be continuing.

                  (b) If any Grantor fails to perform or comply with any of its
agreements contained herein, the Administrative Agent, at its option, but
without any obligation so to do, may perform or comply, or otherwise cause
performance or compliance, with such agreement.

                  (c) The expenses of the Administrative Agent incurred in
connection with actions undertaken as provided in this Section 7.1, together
with interest thereon at a rate per annum equal to the rate per annum at which
interest would then be payable on past due [Revolving Credit Loans that are]
Base Rate Loans under the Credit Agreement,26 from the date of payment by the
Administrative Agent to 


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

26. Review the Credit Agreement to make sure there is no more than one type of
"ABR Loans". 

<PAGE>   128
                                                                              24




the date reimbursed by the relevant Grantor, shall be payable by such Grantor to
the Administrative Agent on demand.

                  (d) Each Grantor hereby ratifies all that said attorneys shall
lawfully do or cause to be done by virtue hereof. All powers, authorizations and
agencies contained in this Agreement are coupled with an interest and are
irrevocable until this Agreement is terminated and the security interests
created hereby are released.

                  7.2 DUTY OF ADMINISTRATIVE AGENT. The Administrative Agent's
sole duty with respect to the custody, safekeeping and physical preservation of
the Collateral in its possession, under Section 9-207(27) of the New York UCC or
otherwise, shall be to deal with it in the same manner as the Administrative
Agent deals with similar property for its own account. Neither the
Administrative Agent, any Lender nor any of their respective officers,
directors, employees or agents shall be liable for failure to demand, collect or
realize upon any of the Collateral or for any delay in doing so or shall be
under any obligation to sell or otherwise dispose of any Collateral upon the
request of any Grantor or any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof. The powers
conferred on the Administrative Agent and the Lenders hereunder are solely to
protect the Administrative Agent's and the Lenders' interests in the Collateral
and shall not impose any duty upon the Administrative Agent or any Lender to
exercise any such powers. The Administrative Agent and the Lenders shall be
accountable only for amounts that they actually receive as a result of the
exercise of such powers, and neither they nor any of their officers, directors,
employees or agents shall be responsible to any Grantor for any act or failure
to act hereunder, except for their own gross negligence or willful misconduct.

                  7.3 EXECUTION OF FINANCING STATEMENTS. Pursuant to Section
9-402 of the New York UCC and any other applicable law, each Grantor authorizes
the Administrative Agent to file or record financing statements and other filing
or recording documents or instruments with respect to the Collateral without the
signature of such Grantor in such form and in such offices as the Administrative
Agent reasonably determines appropriate to perfect the security interests of the
Administrative Agent under this Agreement. A photographic or other reproduction
of this Agreement shall be sufficient as a financing statement or other filing
or recording document or instrument for filing or recording in any jurisdiction.

                  7.4 AUTHORITY OF ADMINISTRATIVE AGENT. Each Grantor
acknowledges that the rights and responsibilities of the Administrative Agent
under this Agreement with respect to any action taken by the Administrative
Agent or the exercise or non-exercise by the Administrative Agent of any option,
voting right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement shall, as between the Administrative
Agent and the Lenders, be governed by the Credit Agreement and by such other
agreements with respect thereto as may exist from time to time among them, but,
as between the Administrative Agent and the Grantors, the Administrative Agent
shall be conclusively presumed to be acting as agent for the Lenders with full
and valid authority so to act or refrain from acting, and no Grantor shall be
under any obligation, or entitlement, to make any inquiry respecting such
authority.


                           SECTION 8. MISCELLANEOUS(28)

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

27. Section 9-207 of the New York UCC specifies certain rights and duties of the
secured party when collateral is in its possession, including use of reasonable
care.

28. Certain provisions of this Section apply only to Guarantors because
comparable provisions with respect to the Borrower are contained in the Credit
Agreement.

<PAGE>   129
                                                                              25



                  8.1 AMENDMENTS IN WRITING. None of the terms or provisions of
this Agreement may be waived, amended, supplemented or otherwise modified except
[by a written instrument executed by each affected Grantor and the
Administrative Agent, PROVIDED that any provision of this Agreement imposing
obligations on any Grantor may be waived by the Administrative Agent in a
written instrument executed by the Administrative Agent] [in accordance with
Section __.1(29) of the Credit Agreement].

                  8.2 NOTICES. All notices, requests and demands to or upon the
Administrative Agent or any Grantor hereunder shall be effected in the manner
provided for in Section __.2(30) of the Credit Agreement; PROVIDED that any such
notice, request or demand to or upon any Guarantor shall be addressed to such
Guarantor at its notice address set forth on SCHEDULE 1.

                  8.3 NO WAIVER BY COURSE OF CONDUCT; CUMULATIVE REMEDIES.
Neither the Administrative Agent nor any Lender shall by any act (except by a
written instrument pursuant to Section 8.1), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default. No failure to exercise, nor any
delay in exercising, on the part of the Administrative Agent or any Lender, any
right, power or privilege hereunder shall operate as a waiver thereof. No single
or partial exercise of any right, power or privilege hereunder shall preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. A waiver by the Administrative Agent or any Lender of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Administrative Agent or such Lender would otherwise
have on any future occasion. The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of any
other rights or remedies provided by law.

                  8.4 ENFORCEMENT EXPENSES; INDEMNIFICATION. (a) Each Guarantor
agrees to pay or reimburse each Lender and the Administrative Agent for all its
costs and expenses incurred in collecting against such Guarantor under the
guarantee contained in Section 2 or otherwise enforcing or preserving any rights
under this Agreement and the other Loan Documents to which such Guarantor is a
party, including, without limitation, the fees and disbursements of counsel
[(including the allocated fees and expenses of in-house counsel)] to each Lender
and of counsel to the Administrative Agent.

                  (b) Each Guarantor agrees to pay, and to save the
Administrative Agent and the Lenders harmless from, any and all liabilities with
respect to, or resulting from any delay in paying, any and all stamp, excise,
sales or other taxes which may be payable or determined to be payable with
respect to any of the Collateral or in connection with any of the transactions
contemplated by this Agreement.

                  (c) Each Guarantor agrees to pay, and to save the
Administrative Agent and the Lenders harmless from, any and all 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 to the extent the Borrower would be required to do so pursuant to
Section __.5(31) of the Credit Agreement.



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

29. The subsection reference should be to the amendment provisions of the Credit
Agreement. The second bracketed alternative is preferred, so long as such
amendment provisions expressly cover amendments to this Agreement.

30. The subsection reference should be to the notice provisions of the Credit
Agreement.

31. The subsection reference should be to the payment of expenses provisions of
the Credit Agreement. 



<PAGE>   130
                                                                              26



                  (d) The agreements in this Section shall survive repayment of
the Obligations and all other amounts payable under the Credit Agreement and the
other Loan Documents.

                  8.5 SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon the successors and assigns of each Grantor and shall inure to the benefit
of the Administrative Agent and the Lenders and their successors and assigns;
PROVIDED that no Grantor may assign, transfer or delegate any of its rights or
obligations under this Agreement without the prior written consent of the
Administrative Agent.

                  8.6 SET-OFF. Each Grantor hereby irrevocably authorizes the
Administrative Agent and each Lender at any time and from time to time [while an
Event of Default [pursuant to Section __(a) of the Credit Agreement](32) shall
have occurred and be continuing], without notice to such Grantor or any other
Grantor, any such notice being expressly waived by each Grantor, to set-off and
appropriate and apply any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or
claims, in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by the
Administrative Agent or such Lender to or for the credit or the account of such
Grantor, or any part thereof in such amounts as the Administrative Agent or such
Lender may elect, against and on account of the obligations and liabilities of
such Grantor to the Administrative Agent or such Lender hereunder and claims of
every nature and description of the Administrative Agent or such Lender against
such Grantor, in any currency, whether arising hereunder, under the Credit
Agreement, any other Loan Document or otherwise, as the Administrative Agent or
such Lender may elect, whether or not the Administrative Agent or any Lender has
made any demand for payment and although such obligations, liabilities and
claims may be contingent or unmatured. The Administrative Agent and each Lender
shall notify such Grantor promptly of any such set-off and the application made
by the Administrative Agent or such Lender of the proceeds thereof, PROVIDED
that the failure to give such notice shall not affect the validity of such
set-off and application. The rights of the Administrative Agent and each Lender
under this Section are in addition to other rights and remedies (including,
without limitation, other rights of set-off) which the Administrative Agent or
such Lender may have.

                  8.7 COUNTERPARTS. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts
(including by telecopy), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.

                  8.8 SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                  8.9 SECTION HEADINGS. The Section headings used in this
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.

                  8.10 INTEGRATION. This Agreement and the other Loan Documents
represent the agreement of the Grantors, the Administrative Agent and the
Lenders with respect to the subject matter hereof and thereof, and there are no
promises, undertakings, representations or warranties by the Administrative
Agent or any Lender relative to subject matter hereof and thereof not expressly
set forth 


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

32. If appropriate, refer to the payment default provision of the Credit
Agreement.


<PAGE>   131
                                                                              27




or referred to herein or in the other Loan Documents.

                  8.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                  8.12 SUBMISSION TO JURISDICTION; WAIVERS. Each Grantor hereby
irrevocably and unconditionally:

                  (a) submits for itself and its property in any legal action or
         proceeding relating to this Agreement and the other Loan Documents to
         which it is a party, or for recognition and enforcement of any judgment
         in respect thereof, to the non-exclusive general jurisdiction of the
         Courts of the State of New York, the courts of the United States of
         America for the Southern District of New York, and appellate courts
         from any thereof;

                  (b) consents that any such action or proceeding may be brought
         in such courts and waives any objection that it may now or hereafter
         have to the venue of any such action or proceeding in any such court or
         that such action or proceeding was brought in an inconvenient court and
         agrees not to plead or claim the same;

                  (c) agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar form of mail), postage
         prepaid, to such Grantor at its address referred to in Section 8.2 or
         at such other address of which the Administrative Agent shall have been
         notified pursuant thereto;

                  (d) agrees that nothing herein shall affect the right to
         effect service of process in any other manner permitted by law or shall
         limit the right to sue in any other jurisdiction; and

                  (e) waives, to the maximum extent not prohibited by law, any
         right it may have to claim or recover in any legal action or proceeding
         referred to in this Section any special, exemplary, punitive or
         consequential damages.

                  8.13 ACKNOWLEDGEMENTS. Each Grantor hereby acknowledges that:

                  (a) it has been advised by counsel in the negotiation,
         execution and delivery of this Agreement and the other Loan Documents
         to which it is a party;

                  (b) neither the Administrative Agent nor any Lender has any
         fiduciary relationship with or duty to any Grantor arising out of or in
         connection with this Agreement or any of the other Loan Documents, and
         the relationship between the Grantors, on the one hand, and the
         Administrative Agent and Lenders, on the other hand, in connection
         herewith or therewith is solely that of debtor and creditor; and

                  (c) no joint venture is created hereby or by the other Loan
         Documents or otherwise exists by virtue of the transactions
         contemplated hereby among the Lenders or among the Grantors and the
         Lenders.

                  8.14 ADDITIONAL GRANTORS. Each Subsidiary of the Borrower that
is required to become a party to this Agreement pursuant to Section __(33) of
the Credit Agreement shall become a Grantor for all 


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

33. The subsection reference should be to the after-acquired collateral
provisions of the Credit Agreement.


<PAGE>   132
                                                                              28




purposes of this Agreement upon execution and delivery by such Subsidiary of an
Assumption Agreement in the form of Annex 1 hereto.

                  8.15 RELEASES. (a) At such time as the Loans[, the
Reimbursement Obligations] and the other Obligations shall have been paid in
full, the Commitments have been terminated [and no Letters of Credit shall be
outstanding], the Collateral shall be released from the Liens created hereby,
and this Agreement and all obligations (other than those expressly stated to
survive such termination) of the Administrative Agent and each Grantor hereunder
shall terminate, all without delivery of any instrument or performance of any
act by any party, and all rights to the Collateral shall revert to the Grantors.
At the request and sole expense of any Grantor following any such termination,
the Administrative Agent shall deliver to such Grantor any Collateral held by
the Administrative Agent hereunder, and execute and deliver to such Grantor such
documents as such Grantor shall reasonably request to evidence such termination.

                  (b) If any of the Collateral shall be sold, transferred or
otherwise disposed of by any Grantor in a transaction permitted by the Credit
Agreement, then the Administrative Agent, at the request and sole expense of
such Grantor, shall execute and deliver to such Grantor all releases or other
documents reasonably necessary or desirable for the release of the Liens created
hereby on such Collateral. At the request and sole expense of the Borrower, a
Subsidiary Guarantor shall be released from its obligations hereunder in the
event that all the Capital Stock of such Subsidiary Guarantor shall be sold,
transferred or otherwise disposed of in a transaction permitted by the Credit
Agreement[; PROVIDED that the Borrower shall have delivered to the
Administrative Agent, at least ten Business Days prior to the date of the
proposed release, a written request for release identifying the relevant
Subsidiary Guarantor and the terms of the sale or other disposition in
reasonable detail, including the price thereof and any expenses in connection
therewith, together with a certification by the Borrower stating that such
transaction is in compliance with the Credit Agreement and the other Loan
Documents].

                  8.16 WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


                  IN WITNESS WHEREOF, each of the undersigned has caused this
Guarantee and Collateral Agreement to be duly executed and delivered as of the
date first above written.


                                             [NAME OF GRANTOR]



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


<PAGE>   133



                                                                      Schedule 1
                                                                      ----------






                         NOTICE ADDRESSES OF GUARANTORS



<PAGE>   134




                                                                      Schedule 2
                                                                      ----------





                        DESCRIPTION OF PLEDGED SECURITIES


PLEDGED STOCK:


      Issuer            Class of Stock   Stock Certificate No.    No. of Shares
--------------------    --------------   ---------------------    -------------













PLEDGED NOTES:


           Issuer                 Payee                  Principal Amount
--------------------------     ------------        ----------------------------















<PAGE>   135




                                                                      Schedule 3
                                                                      ----------






                            FILINGS AND OTHER ACTIONS
                     REQUIRED TO PERFECT SECURITY INTERESTS


                         Uniform Commercial Code Filings
                         -------------------------------


         [List each office where a financing statement is to be filed]*




                          Patent and Trademark Filings
                          ----------------------------


                               [List all filings]




                     Actions with respect to Pledged Stock**
                     ---------------------------------------




                                  Other Actions
                                  -------------


                      [Describe other actions to be taken]


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

*    Note that perfection of security interests in patents and trademarks
     requires filings under the UCC in the jurisdictions where filings would be
     made for general intangibles, as well as filings in the U.S Copyright
     Office and the U.S. Patent & Trademark Office.

**   If the interest of a Grantor in Pledged Stock appears on the books of a
     financial intermediary, the procedures for creation of the pledge specified
     in 8-313(h) of the New York UCC will have to be followed. These procedures
     involve notification to the financial intermediary.



<PAGE>   136




                                                                      Schedule 4






       LOCATION OF JURISDICTION OF ORGANIZATION AND CHIEF EXECUTIVE OFFICE


               Grantor                               Location
               -------                               --------





<PAGE>   137




                                                                      Schedule 5
                                                                      ----------





                       LOCATION OF INVENTORY AND EQUIPMENT


                  Grantor                            Locations
                  -------                            ---------





<PAGE>   138



                                                                      Schedule 6
                                                                      ----------






                        COPYRIGHTS AND COPYRIGHT LICENSES




                           PATENTS AND PATENT LICENSES




                        TRADEMARKS AND TRADEMARK LICENSES


<PAGE>   139




                                                                      Schedule 7
                                                                      ----------




                                    CONTRACTS



<PAGE>   140




                                                                      Schedule 8
                                                                      ----------



                                    VEHICLES



<PAGE>   141




                                                                      Schedule 9
                                                                      ----------




                              EXISTING PRIOR LIENS



<PAGE>   142





                         ACKNOWLEDGEMENT AND CONSENT***


         The undersigned hereby acknowledges receipt of a copy of the Guarantee
and Collateral Agreement dated as of __________ ___, 199_ (the "Agreement"),
made by the Grantors parties thereto for the benefit of
____________________________, as Administrative Agent. The undersigned agrees
for the benefit of the Administrative Agent and the Lenders as follows:

         1. The undersigned will be bound by the terms of the Agreement and will
comply with such terms insofar as such terms are applicable to the undersigned.

         2. The undersigned will notify the Administrative Agent promptly in
writing of the occurrence of any of the events described in Section 5.8(a) of
the Agreement.

         3. The terms of Sections 6.3(a) and 6.7 of the Agreement shall apply to
it, mutatis mutandis, with respect to all actions that may be required of it
pursuant to Section 6.3(a) or 6.7 of the Agreement.

                                   [NAME OF ISSUER]



                                   By
                                     -------------------------------------------

                                   Title
                                        ----------------------------------------

                                   Address for Notices:

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

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

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

                                   Fax:



----------------
*** This consent is necessary only with respect to any Issuer which is not also
a Grantor. This consent may be modified or eliminated with respect to any Issuer
that is not controlled by a Grantor. If a consent is required, its execution and
delivery should be included among the conditions to the initial borrowing
specified in the Credit Agreement.


<PAGE>   143




                                                                      Annex 1 to
                                              Guarantee and Collateral Agreement
                                              ----------------------------------



                  ASSUMPTION AGREEMENT, dated as of ________________, 199_, made
by ______________________________, a ______________ corporation (the "Additional
Grantor"), in favor of ______________________________, as administrative agent
(in such capacity, the "ADMINISTRATIVE AGENT") for the banks and other financial
institutions (the "Lenders") parties to the Credit Agreement referred to below.
All capitalized terms not defined herein shall have the meaning ascribed to them
in such Credit Agreement.


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


                  WHEREAS, ________________________ (the "Borrower"), the
Lenders and the Administrative Agent have entered into a Credit Agreement, dated
as of ____________________, 199_ (as amended, supplemented or otherwise modified
from time to time, the "CREDIT AGREEMENT");

                  WHEREAS, in connection with the Credit Agreement, the Borrower
and certain of its Affiliates (other than the Additional Grantor) have entered
into the Guarantee and Collateral Agreement, dated as of
________________________, 199_ (as amended, supplemented or otherwise modified
from time to time, the "GUARANTEE AND COLLATERAL AGREEMENT") in favor of the
Administrative Agent for the benefit of the Lenders;

                  WHEREAS, the Credit Agreement requires the Additional Grantor
to become a party to the Guarantee and Collateral Agreement; and

                  WHEREAS, the Additional Grantor has agreed to execute and
deliver this Assumption Agreement in order to become a party to the Guarantee
and Collateral Agreement;

                  NOW, THEREFORE, IT IS AGREED:

                  1. GUARANTEE AND COLLATERAL AGREEMENT. By executing and
delivering this Assumption Agreement, the Additional Grantor, as provided in
Section 8.15 of the Guarantee and Collateral Agreement, hereby becomes a party
to the Guarantee and Collateral Agreement as a Grantor thereunder with the same
force and effect as if originally named therein as a Grantor and, without
limiting the generality of the foregoing, hereby expressly assumes all
obligations and liabilities of a Grantor thereunder. The information set forth
in Annex 1-A hereto is hereby added to the information set forth in Schedules
____________**** to the Guarantee and Collateral Agreement. The Additional
Grantor hereby represents and warrants that each of the representations and
warranties contained in Section 4 of the Guarantee and Collateral Agreement is
true and correct on and as the date hereof (after giving effect to this
Assumption Agreement) as if made on and as of such date.

                  2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.


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

****  Refer to each Schedule which needs to be supplemented.


<PAGE>   144


                                                                               2





                  IN WITNESS WHEREOF, the undersigned has caused this Assumption
Agreement to be duly executed and delivered as of the date first above written.

                                         [ADDITIONAL GRANTOR]



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




<PAGE>   145



                                                                       EXHIBIT B


                         FORM OF COMPLIANCE CERTIFICATE


                  This Compliance Certificate is delivered to you pursuant to
[Section 6.2] of the Credit Agreement, dated as of _______________, as amended,
supplemented or modified from time to time (the "Credit Agreement"), among
____________________ (the "BORROWER"), the financial institutions from time to
time party thereto as lenders (the "LENDERS"), Lehman Brothers, Inc., as
Arranger, Lehman Commercial Paper Inc., as Syndication Agent,
____________________, as Administrative Agent for the Lenders (in such capacity,
the "ADMINISTRATIVE AGENT"), Lehman Brothers, Inc., as Arranger and Lehman
Commercial Paper Inc., as Syndication Agent. Terms defined in the Credit
Agreement and not otherwise defined herein are used herein with the meanings so
defined.

                  1. I am the duly elected, qualified and acting [Chief
Financial Officer] [Vice President - Finance] of the Borrower.

                  2. I have reviewed and are familiar with the contents of this
Certificate.

                  3. I have reviewed the terms of the Credit Agreement and the
Loan Documents and have made or caused to be made under my supervision, a review
in reasonable detail of the transactions and condition of the Borrower during
the accounting period covered by the financial statements attached hereto as
ATTACHMENT 1 (the "FINANCIAL STATEMENTS"). Such review did not disclose the
existence during or at the end of the accounting period covered by the Financial
Statements, and I have no knowledge of the existence, as of the date of this
Certificate, of any condition or event which constitutes a Default or Event of
Default [, except as set forth below].

                  4. Attached hereto as ATTACHMENT 2 are the computations
showing compliance with the covenants set forth in Section [7.1], [7.2, 7.5 7.6]
[and 7.7] of the Credit Agreement.

                  IN WITNESS WHEREOF, I execute this Certificate this _____ day
of __________, 199__.


                                             [Borrower]


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


<PAGE>   146



                                                                    Attachment 2
                                                                    to Exhibit B



         The information described herein is as of _________, 199_, and pertains
to the period from , 19_ to ________________ __, 19__.


                        [Set forth Covenant Calculations]



<PAGE>   147



                                                                       EXHIBIT C


                           FORM OF CLOSING CERTIFICATE


                  Pursuant to subsection 5.1(__) of the Credit Agreement dated
as of _______________ (the "Credit Agreement"; terms defined therein being used
herein as therein defined), among ____________________, the Lenders parties
thereto, Lehman Brothers, Inc., as Arranger, Lehman Commercial Paper Inc., as
Syndication Agent, ____________________, as Administrative Agent, and Lehman
Commercial Paper Inc., as Arranger, the undersigned [INSERT TITLE OF OFFICER] of
[INSERT NAME OF COMPANY] (the "Company") hereby certifies as follows:

                  1. The representations and warranties of the Company set forth
in each of the Loan Documents to which it is a party or which are contained in
any certificate furnished by or on behalf of the Company pursuant to any of the
Loan Documents to which it is a party are true and correct in all material
respects on and as of the date hereof with the same effect as if made on the
date hereof, except for representations and warranties expressly stated to
relate to a specific earlier date, in which case such representations and
warranties were true and correct in all material respects as of such earlier
date.

                  2. ___________________ is the duly elected and qualified
Corporate Secretary of the Company and the signature set forth for such officer
below is such officer's true and genuine signature.

                  3. No Default or Event of Default has occurred and is
continuing as of the date hereof or after giving effect to the Loans to be made
on the date hereof. [Borrower only]

                  4. The conditions precedent set forth in Section __.1 of the
Credit Agreement were satisfied as of the Closing Date except as set forth on
Schedule I hereto. [Borrower only]

                  The undersigned Corporate Secretary of the Company certifies
as follows:

                  5. There are no liquidation or dissolution proceedings pending
or to my knowledge threatened against the Company, nor has any other event
occurred adversely affecting or threatening the continued corporate existence of
the Company.

                  6. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the jurisdiction of its
organization.

                  7. Attached hereto as ANNEX 1 is a true and complete copy of
resolutions duly adopted by the Board of Directors of the Company on
_________________; such resolutions have not in any way been amended, modified,
revoked or rescinded, have been in full force and effect since their adoption to
and including the date hereof and are now in full force and effect [and are the
only corporate proceedings of the Company now in force relating to or affecting
the matters referred to therein.]

                  8. Attached hereto as ANNEX 2 is a true and complete copy of
the By-Laws of the Company as in effect on the date hereof.

<PAGE>   148

                                                                               2


                  9. Attached hereto as ANNEX 3 is a true and complete copy of
the Certificate of Incorporation of the Company as in effect on the date hereof,
and such certificate has not been amended, repealed, modified or restated.

                  10. The following persons are now duly elected and qualified
officers of the Company holding the offices indicated next to their respective
names below, and such officers have held such offices with the Company at all
times since the date indicated next to their respective titles to and including
the date hereof, and the signatures appearing opposite their respective names
below are the true and genuine signatures of such officers, and each of such
officers is duly authorized to execute and deliver on behalf of the Company each
of the Loan Documents to which it is a party and any certificate or other
document to be delivered by the Company pursuant to the Loan Documents to which
it is a party:

         Name                Office                 Date          Signature
         ----                ------                 ----          ---------




                  IN WITNESS WHEREOF, the undersigned have hereunto set our
names as of the date set forth below.


-------------------------------              -----------------------------------
Name:                                        Name:
Title:                                             Title:


Date:  _______________, 199__



<PAGE>   149



                                                                       EXHIBIT E

                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE


                  Reference is made to the Credit Agreement, dated as of , 199
(as amended, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT"), among (the "BORROWER"), the Lenders named therein, Lehman Brothers,
Inc., as Arranger, Lehman Commercial Paper Inc., as Syndication Agent and
_______________, as administrative agent for the Lenders (in such capacity, the
"ADMINISTRATIVE AGENT"). Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement.

                  The Assignor identified on Schedule l hereto (the "Assignor")
and the Assignee identified on Schedule l hereto (the "ASSIGNEE") agree as
follows:

                  1. The Assignor hereby irrevocably sells and assigns to the
Assignee without recourse to the Assignor, and the Assignee hereby irrevocably
purchases and assumes from the Assignor without recourse to the Assignor, as of
the Effective Date (as defined below), the interest described in Schedule 1
hereto (the "ASSIGNED INTEREST") in and to the Assignor's rights and obligations
under the Credit Agreement with respect to those credit facilities contained in
the Credit Agreement as are set forth on Schedule 1 hereto (individually, an
"ASSIGNED FACILITY"; collectively, the "ASSIGNED FACILITIES"), in a principal
amount for each Assigned Facility as set forth on Schedule 1 hereto.

                  2. The Assignor (a) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or with
respect to the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement, any other Loan Document or any
other instrument or document furnished pursuant thereto, other than that the
Assignor has not created any adverse claim upon the interest being assigned by
it hereunder and that such interest is free and clear of any such adverse claim;
(b) makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Borrower, any of its Subsidiaries or
any other obligor or the performance or observance by the Borrower, any of its
Subsidiaries or any other obligor of any of their respective obligations under
the Credit Agreement or any other Loan Document or any other instrument or
document furnished pursuant hereto or thereto; and (c) attaches any Notes held
by it evidencing the Assigned Facilities and (i) requests that the
Administrative Agent, upon request by the Assignee, exchange the attached Notes
for a new Note or Notes payable to the Assignee and (ii) if the Assignor has
retained any interest in the Assigned Facility, requests that the Administrative
Agent exchange the attached Notes for a new Note or Notes payable to the
Assignor, in each case in amounts which reflect the assignment being made hereby
(and after giving effect to any other assignments which have become effective on
the Effective Date).

<PAGE>   150

                                                                               2


                  3. The Assignee (a) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; (b) confirms that it
has received a copy of the Credit Agreement, together with copies of the
financial statements delivered pursuant to subsection [3.1](34) thereof and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Acceptance; (c)
agrees that it will, independently and without reliance upon the Assignor, the
Agents 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 the Credit Agreement, the other Loan Documents
or any other instrument or document furnished pursuant hereto or thereto; (d)
appoints and authorizes the Agents to take such action as agent on its behalf
and to exercise such powers and discretion under the Credit Agreement, the other
Loan Documents or any other instrument or document furnished pursuant hereto or
thereto as are delegated to the Agents by the terms thereof, together with such
powers as are incidental thereto; and (e) agrees that it will be bound by the
provisions of the Credit Agreement and will perform in accordance with its terms
all the obligations which by the terms of the Credit Agreement are required to
be performed by it as a Lender including, if it is organized under the laws of a
jurisdiction outside the United States, its obligation pursuant to subsection
[2.__(d)](35) of the Credit Agreement.

                  4. The effective date of this Assignment and Acceptance shall
be the Effective Date of Assignment described in Schedule 1 hereto (the
"EFFECTIVE DATE"). Following the execution of this Assignment and Acceptance, it
will be delivered to the Administrative Agent for acceptance by it and recording
by the Administrative Agent pursuant to the Credit Agreement, effective as of
the Effective Date (which shall not, unless otherwise agreed to by the
Administrative Agent, be earlier than five Business Days after the date of such
acceptance and recording by the Administrative Agent).

                  5. Upon such acceptance and recording, from and after the
Effective Date, the Administrative Agent shall make all payments in respect of
the Assigned Interest (including payments of principal, interest, fees and other
amounts) [to the Assignor for amounts which have accrued to the Effective Date
and to the Assignee for amounts which have accrued subsequent to the Effective
Date] [to the Assignee whether such amounts have accrued prior to the Effective
Date or accrue subsequent to the Effective Date. The Assignor and the Assignee
shall make all appropriate adjustments in payments by the Agent for periods
prior to the Effective Date or with respect to the making of this assignment
directly between themselves.]

                  6. From and after the Effective Date, (a) the Assignee shall
be a party to the Credit Agreement and, to the extent provided in this
Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and under the other Loan Documents and shall be bound by the
provisions thereof and (b) the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Credit Agreement.


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

34. The subsection reference is to the subsection of the representations and
warranties entitled "Financial Condition."

35. The subsection reference should be to the subsection entitled "Taxes," which
deals with the requirement that each Lender that is not incorporated in the U.S.
furnish evidence that it is not subject to withholding taxes.


<PAGE>   151


                                                                               3




                  7. This Assignment and Acceptance shall be governed by and
construed in accordance with the laws of the State of New York.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Acceptance to be executed as of the date first above written by
their respective duly authorized officers on Schedule 1 hereto.


<PAGE>   152



                                   Schedule 1
                          to Assignment and Acceptance


Name of Assignor:
                  ------------------------------
Name of Assignee:
                  ------------------------------
Effective Date of Assignment:
                             -------------------



<TABLE>
<CAPTION>
 Credit                            Principal                 Commitment Percentage Assigned(36)
 Facility Assigned                 Amount Assigned    -------------------------------------------
-------------------------      ---------------------


<S>                                  <C>                                 <C>
                                     $                                      .               %
                                      ---------                          --- ---------------
</TABLE>


[Name of Assignee]                       [Name of Assignor]



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


Accepted:                                Consented To:

________________, as Administrative      [Name of Borrower](37)
Agent



By:                                      By:
Title:                                   Title:

                                         LEHMAN COMMERCIAL PAPER INC.,
                                         as Syndication Agent



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

36. Calculate the Commitment Percentage that is assigned to at least 15 decimal
places and show as a percentage of the aggregate commitments of all Lenders.

37. The Borrower's consent may not be required. Typically, the Credit Agreement
provides that the consent of the Borrower is required unless the assignee
already is a Lender under the Credit Agreement. Check the Credit Agreement to
determine what is needed.


<PAGE>   153


                                                                               2





                                         By:
                                         Title:










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



<PAGE>   154

                                                                     EXHIBIT G-1


                                FORM OF TERM NOTE


THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT
IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO
BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE
RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE
TERMS OF SUCH CREDIT AGREEMENT.

$____________                                                New York, New York
                                                             ________ __, 199__

                  FOR VALUE RECEIVED, the undersigned, ____________________, a
__________ corporation (the "BORROWER"), hereby unconditionally promises to pay
to (the "LENDER") or its registered assigns at the Payment Office specified in
the Credit Agreement (as hereinafter defined) in lawful money of the United
States and in immediately available funds, the principal amount of (a)
_______________ DOLLARS ($_____), or, if less, (b) the unpaid principal amount
of the Tranche [A] [B] [C] Term Loan made by the Lender pursuant to [Section
2.1] of the Credit Agreement. The principal amount shall be paid in the amounts
and on the dates specified in [Section 2.3] of the Credit Agreement. The
Borrower further agrees to pay interest in like money at such office on the
unpaid principal amount hereof from time to time outstanding at the rates and on
the dates specified in [Section 2.__] of the Credit Agreement.

                  The holder of this Note is authorized to endorse on the
schedules annexed hereto and made a part hereof or on a continuation thereof
which shall be attached hereto and made a part hereof the date, Type and amount
of the Tranche [A] [B] [C] Term Loan and the date and amount of each payment or
prepayment of principal with respect thereto, each conversion of all or a
portion thereof to another Type, each continuation of all or a portion thereof
as the same Type and, in the case of Eurodollar Loans, the length of each
Interest Period with respect thereto. Each such endorsement shall constitute
PRIMA FACIE evidence of the accuracy of the information endorsed. The failure to
make any such endorsement or any error in any such endorsement shall not affect
the obligations of the Borrower in respect of the Tranche [A] [B] [C] Term Loan.

                  This Note (a) is one of the Term Notes referred to in the
Credit Agreement dated as of _______________ (as amended, supplemented or
otherwise modified from time to time, the "CREDIT AGREEMENT"), among the
Borrower, the Lender, the other banks and financial institutions or entities
from time to time parties thereto, ____________________, as Administrative
Agent, Lehman Brothers, Inc., as Arranger and Lehman Commercial Paper Inc., as
Syndication Agent, (b) is subject to the provisions of the Credit Agreement and
(c) is subject to optional and mandatory prepayment in whole or in part as
provided in the Credit Agreement. This Note is secured and guaranteed as
provided in the Loan Documents. Reference is hereby made to the Loan Documents
for a description of the properties and assets in which a security interest has
been granted, the nature and extent of the security and the guarantees, the
terms and conditions upon which the security interests and each guarantee were
granted and the rights of the holder of this Note in respect thereof.


<PAGE>   155


                                                                               2




                  Upon the occurrence of any one or more of the Events of
Default, all principal and all accrued interest then remaining unpaid on this
Note shall become, or may be declared to be, immediately due and payable, all as
provided in the Credit Agreement.

                  All parties now and hereafter liable with respect to this
Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby
waive presentment, demand, protest and all other notices of any kind.

                  Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement.

                  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR
IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND
IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION [__.]6 OF
THE CREDIT AGREEMENT.

                  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


                                             [Borrower]


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



<PAGE>   156





                                                                      Schedule A
                                                                    to Term Note
                                                                    ------------

              LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                    Amount            Amount of      Amount of Base Rate    Unpaid Principal
          Amount of Base Rate    Converted to     Principal of Base   Loans Converted to     Balance of Base
  Date           Loans          Base Rate Loans   Rate Loans Repaid    Eurodollar Loans         Rate Loans       Notation Made By

------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                     <C>                <C>                      <C>                 <C>                 <C>


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


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


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


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


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


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


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


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


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


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


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


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

====================================================================================================================================
</TABLE>


<PAGE>   157





                                                                      Schedule B
                                                                    to Term Note
                                                                    ------------

      LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                         Interest Period and     Amount of Principal of     Amount of Eurodollar    
              Amount of           Amount Converted       Eurodollar Rate with       Eurodollar Loans         Loans Converted to     
 Date     Eurodollar Loans       to Eurodollar Loans       Respect Thereto               Repaid                Base Rate Loans      

------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>                      <C>                   <C>                      <C>                           <C>


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


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


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


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


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


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


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


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


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


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


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


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

====================================================================================================================================
<CAPTION>

------------------------------------------------- 
    Unpaid Principal                              
  Balance of Eurodollar          Notation         
          Loans                  Made By          
                                                  
------------------------------------------------- 
<S>                              <C>
                                                  
------------------------------------------------- 
                                                  
                                                  
------------------------------------------------- 
                                                  
                                                  
------------------------------------------------- 
                                                  
                                                  
------------------------------------------------- 
                                                  
                                                  
------------------------------------------------- 
                                                  
                                                  
------------------------------------------------- 
                                                  
                                                  
------------------------------------------------- 
                                                  
                                                  
------------------------------------------------- 
                                                  
                                                  
------------------------------------------------- 
                                                  
                                                  
------------------------------------------------- 
                                                  
                                                  
------------------------------------------------- 
                                                  
                                                  
------------------------------------------------- 
                                                  
================================================= 
</TABLE>




<PAGE>   158



                                                                     EXHIBIT G-2


                          FORM OF REVOLVING CREDIT NOTE


THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT
IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO
BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE
RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE
TERMS OF SUCH CREDIT AGREEMENT.

$____________                                             New York, New York
                                                         _________ __, 199__

                  FOR VALUE RECEIVED, the undersigned, ____________________, a
__________ corporation (the "BORROWER"), hereby unconditionally promises to pay
to ____________________ (the "LENDER") or its registered assigns at the Payment
Office specified in the Credit Agreement (as hereinafter defined) in lawful
money of the United States and in immediately available funds, on the Revolving
Credit Termination Date the principal amount of (a) DOLLARS ($ ), or, if less,
(b) the aggregate unpaid principal amount of all Revolving Credit Loans made by
the Lender to the Borrower pursuant to [Section 2.4] of the Credit Agreement.
The Borrower further agrees to pay interest in like money at such Payment Office
on the unpaid principal amount hereof from time to time outstanding at the rates
and on the dates specified in [Section 2.__] of the Credit Agreement.

                  The holder of this Note is authorized to endorse on the
schedules annexed hereto and made a part hereof or on a continuation thereof
which shall be attached hereto and made a part hereof the date, Type and amount
of each Revolving Credit Loan made pursuant to the Credit Agreement and the date
and amount of each payment or prepayment of principal thereof, each continuation
thereof, each conversion of all or a portion thereof to another Type and, in the
case of Eurodollar Loans, the length of each Interest Period with respect
thereto. Each such endorsement shall constitute PRIMA FACIE evidence of the
accuracy of the information endorsed. The failure to make any such endorsement
or any error in any such endorsement shall not affect the obligations of the
Borrower in respect of any Revolving Credit Loan.

                  This Note (a) is one of the Revolving Credit Notes referred to
in the Credit Agreement dated as of _______________ (as amended, supplemented or
otherwise modified from time to time, the "CREDIT AGREEMENT"), among the
Borrower, the Lender, the other banks and financial institutions or entities
from time to time parties thereto, ____________________, as Administrative
Agent, Lehman Brothers, Inc., as Arranger, and Lehman Commercial Paper Inc., as
Syndication Agent, (b) is subject to the provisions of the Credit Agreement and
(c) is subject to optional and mandatory prepayment in whole or in part as
provided in the Credit Agreement. This Note is secured and guaranteed as
provided in the Loan Documents. Reference is hereby made to the Loan Documents
for a description of the properties and assets in which a security interest has
been granted, the nature and extent of the security and the guarantees, the
terms and conditions upon which the security interests and each guarantee were
granted and the rights of the holder of this Note in respect thereof.


<PAGE>   159


                                                                               2




                  Upon the occurrence of any one or more of the Events of
Default, all principal and all accrued interest then remaining unpaid on this
Note shall become, or may be declared to be, immediately due and payable, all as
provided in the Credit Agreement.

                  All parties now and hereafter liable with respect to this
Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby
waive presentment, demand, protest and all other notices of any kind.

                  Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement.

                  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR
IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND
IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF [SECTION 10.6] OF
THE CREDIT AGREEMENT.

                  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                                         [Borrower]


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



<PAGE>   160










                                                                      Schedule A
                                                        to Revolving Credit Note
                                                        ------------------------

              LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                    Amount            Amount of      Amount of Base Rate    Unpaid Principal
          Amount of Base Rate    Converted to     Principal of Base   Loans Converted to     Balance of Base
  Date           Loans          Base Rate Loans   Rate Loans Repaid    Eurodollar Loans         Rate Loans       Notation Made By

------------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                     <C>                <C>                      <C>                 <C>                 <C>


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


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


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


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


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


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


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


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


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


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


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


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

====================================================================================================================================
</TABLE>



<PAGE>   161






                                                                      Schedule B
                                                        to Revolving Credit Note
                                                        ------------------------

      LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                         Interest Period and     Amount of Principal of     Amount of Eurodollar    
              Amount of           Amount Converted       Eurodollar Rate with       Eurodollar Loans         Loans Converted to     
 Date     Eurodollar Loans       to Eurodollar Loans       Respect Thereto               Repaid                Base Rate Loans      

------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>                      <C>                   <C>                      <C>                           <C>


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


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


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


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


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


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


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


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


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


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


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


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

====================================================================================================================================
<CAPTION>

------------------------------------------------- 
    Unpaid Principal                              
  Balance of Eurodollar          Notation         
          Loans                  Made By          
                                                  
------------------------------------------------- 
<S>                              <C>
                                                  
------------------------------------------------- 
                                                  
                                                  
------------------------------------------------- 
                                                  
                                                  
------------------------------------------------- 
                                                  
                                                  
------------------------------------------------- 
                                                  
                                                  
------------------------------------------------- 
                                                  
                                                  
------------------------------------------------- 
                                                  
                                                  
------------------------------------------------- 
                                                  
                                                  
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</TABLE>



<PAGE>   162



                                                                     EXHIBIT G-3


                             FORM OF SWING LINE NOTE


THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT
IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO
BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE
RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE
TERMS OF SUCH CREDIT AGREEMENT.

$____________                                                New York, New York
                                                             ________ __, 199__

                  FOR VALUE RECEIVED, the undersigned, [____________________], a
__________ corporation (the "BORROWER"), hereby unconditionally promises to pay
to ____________________ (the "SWING LINE LENDER") or its registered assigns at
the Payment Office specified in the Credit Agreement (as hereinafter defined) in
lawful money of the United States and in immediately available funds, on the
Revolving Credit Termination Date the principal amount of (a) DOLLARS
($____________), or, if less, (b) the aggregate unpaid principal amount of all
Swing Line Loans made by the Swing Line Lender to the Borrower pursuant to
[Section 2.6] of the Credit Agreement, as hereinafter defined. The Borrower
further agrees to pay interest in like money at such office on the unpaid
principal amount hereof from time to time outstanding at the rates and on the
dates specified in [Section 2.__] of such Credit Agreement.

                  The holder of this Note is authorized to endorse on the
schedules annexed hereto and made a part hereof or on a continuation thereof
which shall be attached hereto and made a part hereof the date and amount of
each Swing Line Loan made pursuant to the Credit Agreement and the date and
amount of each payment or prepayment of principal thereof. Each such endorsement
shall constitute PRIMA FACIE evidence of the accuracy of the information
endorsed. The failure to make any such endorsement or any error in any such
endorsement shall not affect the obligations of the Borrower in respect of any
Swing Line Loan.

                  This Note (a) is [one of] the Swing Line Note[s] referred to
in the Credit Agreement dated as of ______, 199_ (as amended, supplemented or
otherwise modified from time to time, the "CREDIT AGREEMENT"), among the
Borrower, the Swing Line Lender, the other banks and financial institutions or
entities from time to time parties thereto, ____________________, as
Administrative Agent, Lehman Brothers, Inc., as Arranger, and Lehman Commercial
Paper Inc., as Syndication Agent, (b) is subject to the provisions of the Credit
Agreement and (c) is subject to optional and mandatory prepayment in whole or in
part as provided in the Credit Agreement. This Note is secured and guaranteed as
provided in the Loan Documents. Reference is hereby made to the Loan Documents
for a description of the properties and assets in which a security interest has
been granted, the nature and extent of the security and the guarantees, the
terms and conditions upon which the security interests and each guarantee were
granted and the rights of the holder of this Note in respect thereof.

                  Upon the occurrence of any one or more of the Events of
Default, all principal and all accrued interest then remaining unpaid on this
Note shall become, or may be declared to be, immediately due and payable, all as
provided in the Credit Agreement.


<PAGE>   163


                                                                               2




                  All parties now and hereafter liable with respect to this
Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby
waive presentment, demand, protest and all other notices of any kind.

                  Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement.

                  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR
IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND
IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION [____] OF
THE CREDIT AGREEMENT.

                  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                                        [Borrower]


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



<PAGE>   164




                                                                      Schedule A
                                                              to Swing Line Note
                                                              ------------------

                    LOANS AND REPAYMENTS OF SWING LINE LOANS

<TABLE>
<CAPTION>
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                Amount of            Amount of Principal of Swing       Unpaid Principal Balance of
  Date       Swing Line Loans             Line Loans Repaid                   Swing Line Loans               Notation Made By

------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                        <C>                                <C>                            <C>


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====================================================================================================================================
</TABLE>



<PAGE>   165



                                                                       EXHIBIT H


                                     FORM OF
                            PREPAYMENT OPTION NOTICE




Attention of [       ]
Telecopy No. [       ]


                                                                          [Date]

Ladies and Gentlemen:

                  The undersigned, ____________________, as administrative agent
(in such capacity, the "ADMINISTRATIVE AGENT") for the Lenders, refers to the
Credit Agreement, dated as of ________, 199__ (as amended, supplemented or
otherwise modified from time to time, the "CREDIT AGREEMENT"), among
____________________, the Lenders from time to time parties thereto, the
Administrative Agent, Lehman Brothers, Inc., as Arranger, and Lehman Commercial
Paper Inc., as Syndication Agent. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement. The Administrative Agent hereby gives notice of an offer of
prepayment made by the Borrower pursuant to Section 2.18(d) of the Credit
Agreement of the Tranche [B] [C] Prepayment Amount. Amounts applied to prepay
the Tranche [B] [C] Term Loans shall be applied pro rata to the Tranche [B] [C]
Term Loan held by you. The portion of the prepayment amount to be allocated to
the Tranche [B] [C] Term Loan held by you and the date on which such prepayment
will be made to you (should you elect to receive such prepayment) are set forth
below:


(A)      Total Tranche [B] [C] Term Loan Prepayment
         Amount                                           -------------

(B)      Portion of Tranche [B] [C] Term Loan 
         Prepayment Amount to be received by you          -------------

(C)      Prepayment Date (10 Business Days after the 
         date of this Prepayment Option Notice)           -------------



<PAGE>   166


                                                                               2




                  IF YOU DO NOT WISH TO RECEIVE ALL OF THE TRANCHE [B] [C] TERM
LOAN PREPAYMENT AMOUNT TO BE ALLOCATED TO YOU ON THE MANDATORY PREPAYMENT DATE
INDICATED IN PARAGRAPH (B) ABOVE, please sign this notice in the space provided
below and indicate the percentage (not exceeding [50%]) of the Tranche [B] [C]
Term Loan Prepayment Amount otherwise payable which you do not wish to receive.
Please return this notice as so completed via telecopy to the attention of
[___________________] at ____________________, no later than [10:00] a.m., New
York City time, on the Prepayment Date, at Telecopy No. [________________]. IF
YOU DO NOT RETURN THIS NOTICE, YOU WILL RECEIVE 100% OF THE TRANCHE [B] [C] TERM
LOAN PREPAYMENT ALLOCATED TO YOU ON THE MANDATORY PREPAYMENT DATE.


                                                                      ,
                                        ------------------------------
                                        as Administrative Agent


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


                                        [Lender]


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

Percentage of Tranche [B] [C]
Prepayment Amount
Declined: ________%


<PAGE>   167




                                                                       EXHIBIT I




                          FORM OF EXEMPTION CERTIFICATE


                  Reference is made to the Credit Agreement, dated as of [     ]
(as amended, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT") among [         ], a [   ] corporation (the "BORROWER"), the several
banks and other financial institutions from time to time parties thereto (the
"LENDERS"), [         ], as administrative agent for the Lenders hereunder (in 
such capacity, the "ADMINISTRATIVE AGENT"), Lehman Brothers, Inc., as Arranger,
and Lehman Commercial Paper Inc., as Syndication Agent. Capitalized terms used
herein that are not defined herein shall have the meanings ascribed to them in
the Credit Agreement. ______________________ (the "NON-U.S. LENDER") is
providing this certificate pursuant to subsection [2.__(d)] of the Credit
Agreement. The Non-U.S. Lender hereby represents and warrants that:

                  1. The Non-U.S. Lender is the sole record and beneficial owner
of the Loans or the obligations evidenced by Note(s) in respect of which it is
providing this certificate.

                  2. The Non-U.S. Lender is not a "bank" for purposes of Section
881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the "CODE"). In
this regard, the Non-U.S. Lender further represents and warrants that:

                  (a) the Non-U.S. Lender is not subject to regulatory or other
                  legal requirements as a bank in any jurisdiction; and

                  (b) the Non-U.S. Lender has not been treated as a bank for
                  purposes of any tax, securities law or other filing or
                  submission made to any Governmental Authority, any application
                  made to a rating agency or qualification for any exemption
                  from tax, securities law or other legal requirements;

                  3. The Non-U.S. Lender is not a 10-percent shareholder of the
Borrower within the meaning of Section 881(c)(3)(B) of the Code; and

                  4. The Non-U.S. Lender is not a controlled foreign corporation
receiving interest from a related person within the meaning of Section
881(c)(3)(C) of the Code.

                  IN WITNESS WHEREOF, the undersigned has duly executed this
certificate.

                                   [NAME OF NON-U.S. LENDER]

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


Date:
       --------------------


<PAGE>   168



                                                                      SCHEDULE I



                          [Waived Conditions Precedent]

                  [Describe any conditions precedent waived on
                      Closing Date and terms of any waiver]



<PAGE>   169



                                                                         ANNEX 1


                               [Board Resolutions]



<PAGE>   170


                                                                         ANNEX 3



                         [Certificate of Incorporation]