<Page>

                                                                  EXHIBIT 4.4(a)

                                                                  CONFORMED COPY

                             DATED 17 September 2001


                           ATCHISON CASTING UK LIMITED
                        and others as Facility Companies
                                and/or Guarantors

                                       and

                            BURDALE FINANCIAL LIMITED

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

                               FACILITY AGREEMENT

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


                            [THEODORE GODDARD LOGO]

<Page>

                                    CONTENTS

<Table>
<Caption>
CLAUSE                                                                       PAGE
<S>                                                                          <C>
1.   INTERPRETATION..........................................................  1
2.   FACILITIES.............................................................. 11
3.   PURPOSE................................................................. 11
4.   CONDITIONS PRECEDENT.................................................... 11
5.   RESTRICTIONS ON UTILISATIONS............................................ 12
6.   UTILISATION OF FACILITIES............................................... 14
7.   REPAYMENT AND PREPAYMENT................................................ 18
8.   INTEREST AND COMMISSION................................................. 20
9.   COLLECTION OF RECEIVABLES............................................... 21
10.  TAX..................................................................... 22
11.  INCREASED COSTS......................................................... 24
12.  REPRESENTATIONS AND WARRANTIES.......................................... 25
13.  GENERAL UNDERTAKINGS.................................................... 27
14.  INFORMATION AND ASSET UNDERTAKINGS...................................... 33
15.  GUARANTEE AND INDEMNITY................................................. 38
16.  EVENTS OF DEFAULT....................................................... 40
17.  COSTS, EXPENSES AND FEES................................................ 43
18.  INDEMNITIES............................................................. 45
19.  NOTICES................................................................. 46
20.  MISCELLANEOUS PROVISIONS................................................ 47
21.  GOODS AND DOCUMENTS..................................................... 48
22.  CHANGES TO PARTIES...................................................... 49
23.  GOVERNING LAW AND JURISDICTION.......................................... 50

SCHEDULE 1 The Obligors...................................................... 51
SCHEDULE 2 Conditions Precedent.............................................. 54
SCHEDULE 3 Forms of Request.................................................. 58
SCHEDULE 4 Forms of Report................................................... 63
SCHEDULE 5 Form of Accession Letter.......................................... 66

SIGNATORIES.................................................................. 68
</Table>

<Page>

THIS AGREEMENT is dated 17 September 2001

BETWEEN:

(1)  ATCHISON CASTING UK LIMITED (Registered in England and Wales No. 03514183)
     (the "COMPANY");

(2)  THE COMPANIES (if any) identified in Part I of Schedule 1 as Facility
     Companies;

(3)  THE COMPANIES (if any) identified in Part II of Schedule 1 as Guarantors;
     and

(4)  BURDALE FINANCIAL LIMITED (Registered in England and Wales No. 2656007)
     ("BURDALE").

IT IS AGREED:

1.   INTERPRETATION

1.1  DEFINITIONS

     In this Agreement:

     "ACCESSION LETTER" means a document substantially in the form set out in
     Schedule 5.

     "ACTUAL DAY OF PAYMENT" in relation to a Purchased Receivable means the
     date on which full payment in respect of that Purchased Receivable is made
     into a Blocked Account by the relevant account debtor or the relevant
     Facility Company.

     "ADDITIONAL FACILITY COMPANY" means each company which becomes an
     Additional Facility Company in accordance with Clause 22.2.

     "ADDITIONAL GUARANTOR" means each company which becomes an Additional
     Guarantor in accordance with Clause 22.3.

     "ADDITIONAL OBLIGOR" means each Additional Facility Company and each
     Additional Guarantor.

     "AFFILIATE" means, in relation to any person, a Subsidiary of that person
     or a Holding Company of that person or any other Subsidiary of that Holding
     Company.

     "AVAILABILITY LIMITS" means the restrictions on Utilisations set out in
     Clause 5.

     "AVAILABILITY PERIOD" means the period from the opening of business in
     London on today's date until close of business in London on the date
     falling five Business Days prior to the Final Repayment Date or such later
     date as Burdale may agree.

     "BLOCKED ACCOUNTS" means the following account(s) of the Facility Companies
     with Barclays Bank plc, Lombard Street branch, sort code 20-00-00:

     (a)  Sheffield Forgemasters Rolls Limited's Sterling account number
          80264407

     (b)  Sheffield Forgemasters Engineering Limited's Sterling account number
          50533203


                                       1
<Page>

     (c)  any bank accounts of an Additional Facility Company specified as
          Blocked Accounts in the relevant Accession Letter;

     in each case, (as the same may be redesignated, renumbered or renamed from
     time to time), or such other account(s) as previously approved by Burdale.

     "BUSINESS DAY" means any day not being a Saturday, Sunday or Bank holiday
     when banks are open for business in London.

     "CASH REQUEST" means a request for Burdale to pay to a Facility Company an
     amount of unpaid Purchase Price and/or the proceeds of a Loan in
     substantially the form set out in Part II of Schedule 3.

     "CHARGED ACCOUNTS" means the Blocked Accounts and the Other Accounts.

     "DEBENTURE" means the debenture executed or to be executed by the Obligors
     in favour of Burdale.

     "DEFAULT" means any Event of Default and any event which with the giving of
     notice and/or lapse of time and/or as a result of any Utilisation (or any
     combination of the foregoing) would constitute an Event of Default.

     "DEFAULT RATE" means the rate determined by Burdale to be 3% above the
     Interest Rate from time to time.

     "DILUTION RATE" means the monthly value of credit notes and non-cash
     credits issued by a Facility Company as a percentage of the monthly value
     of sales.

     "DOCUMENTS" means any and all documents which represent or relate to any
     Goods and/or the carriage of and/or possession of and/or ownership of
     and/or title to and/or insurance of and/or warehousing of and/or any other
     dealing in or with any Goods.

     "DORMANT COMPANY" means (a) a company which (i) does not trade (whether for
     its own account or for that of another), (ii) in the case of any company
     incorporated under the Companies Act 1985, does not carry out any
     transactions which would require it to make entries into its accounting
     records in accordance with Section 221 of that Act and (iii) does not hold
     or own (whether legally or beneficially) any material assets or property or
     owe or have outstanding any material liabilities and (b) Sheffield
     Forgemaster Share Trustees Limited and Sheffield Forgemaster Trustees
     Limited if and for so long as they do not beneficially hold or own any
     material assets or property.

     "DORMANT SUBSIDIARY" means the Subsidiaries of the Company identified in
     Part III of Schedule1.

     "ELIGIBLE RECEIVABLES" means, at any time, any Receivables at such time
     which are evidenced by an invoice rendered by a Facility Company to the
     relevant account debtors and which are not Ineligible Receivables.

     "ELIGIBLE STOCK" means all Stock which is not Ineligible Stock.

     "END DATE" in relation to an L/C means the earlier of the expiry date of
     such L/C and the date on which the L/C is drawn in full.

     "EQUIPMENT" means equipment, machinery, computers and computer hardware and
     software (whether owned or licensed), vehicles, tools, furniture and
     fixtures and all


                                       2
<Page>

     attachments, accessories and property now or in future relating to them or
     used in connection with them and replacements and substitutions for them.

     "EQUIPMENT VALUATION" means a valuation of Equipment carried out by an
     appraiser appointed by Burdale on the basis of estimated restricted
     realisation price.

     "EVENT OF DEFAULT" means any of the events specified in Clause 16.1.

     "EXCHANGE RATE" means the prevailing spot rate of exchange of such bank as
     Burdale may select for the purpose, at or around 11.00 a.m. on the date on
     which any conversion of currency is to be made under this Agreement.

     "FACILITIES" means the Receivables Finance Facility and the Revolving
     Credit Facility.

     "FACILITY COMPANY" means each company (if any) identified as a Facility
     Company in Part I of Schedule 1 and each Additional Facility Company.

     "FACILITY LIMIT" means L25,000,000.

     "FINAL REPAYMENT DATE" means the third anniversary of today's date.

     "FINANCE DOCUMENTS" means this Agreement, the Security Documents, all other
     agreements, documents and instruments at any time executed in favour of
     and/or delivered by any Obligor to Burdale and/or designated as a Finance
     Document by Burdale and the Company.

     "FINANCIAL INDEBTEDNESS" means any indebtedness for or in respect of:

     (a)  moneys borrowed;

     (b)  any amount raised by acceptance under any acceptance credit facility;

     (c)  any amount raised pursuant to any note purchase facility or the issue
          of bonds, notes, debentures, loan stock or any similar instrument;

     (d)  the amount of any liability in respect of any lease or hire purchase
          contract which would, in accordance with GAAP, be treated as a finance
          or capital lease;

     (e)  receivables sold or discounted (other than any receivables to the
          extent they are sold on a non-recourse basis);

     (f)  any amount raised under any other transaction (including any forward
          sale or purchase agreement) having the commercial effect of a
          borrowing;

     (g)  any derivative transaction entered into in connection with protection
          against or benefit from fluctuation in any rate or price (and, when
          calculating the value of any derivative transaction, only the marked
          to market value shall be taken into account);

     (h)  any counter-indemnity obligation in respect of a guarantee, indemnity,
          bond, standby or documentary letter of credit or any other instrument
          issued by a bank or financial institution; and


                                       3
<Page>

     (i)  the amount of any liability in respect of any guarantee or indemnity
          for any of the items referred to in paragraphs (a) to (h) above.

     "FOREIGN CURRENCY" means any currency other than Sterling which is freely
     available and transferable.

     "FOREX EXPOSURE" in relation to any unmatured Forex Transaction means the
     Forex Percentage of such transaction and in relation to the Forex L/C means
     the Forex Percentage of the face amount of the Forex L/C.

     "FOREX FACILITY" is defined in Clause 2.

     "FOREX L/C" means the L/C issued or to be issued as a Utilisation of the
     Forex Facility in favour of RBS in respect of foreign exchange transactions
     entered into by RBS prior to today's date on behalf of a Facility Company.

     "FOREX LIMIT" means L7,500,000.

     "FOREX PERCENTAGE" means:

     (a)  in relation to Forex Transactions with a maturity of six months or
          less:

          (i)  10% in relation to euros and United States Dollars; and

          (ii) 15% in relation to all other currencies;

     (b)  in relation to Forex Transactions with a maturity of greater than six
          months:

          (i)  15% in relation to euros and United States Dollars; and

          (ii) 20% in relation to all other currencies,

     or in each case, such higher percentage determined by Burdale having regard
     to the nature of the currencies involved in any Forex Transaction.

     "FOREX REQUEST" means a request for a Utilisation of the Forex Facility for
     the sale or purchase of a Foreign Currency substantially in the form set
     out in Part IV of Schedule 3.

     "FOREX TRANSACTION" means a foreign exchange transaction entered into as a
     Utilisation of the Forex Facility.

     "GAAP" means generally accepted accounting principles in the United
     Kingdom.

     "GOODS" means all Stock, produce, inventory and/or other goods which are
     the subject of a purchase by a Facility Company and in respect of which any
     L/C has been issued.

     "GUARANTOR" means each company (if any) identified as a Guarantor in Part
     II of Schedule 1 and each Additional Guarantor.

     "HOLDING COMPANY" means, in relation to a company or a corporation, any
     other company or corporation in respect of which it is a Subsidiary.

     "INELIGIBLE RECEIVABLES" means any Receivable:


                                       4
<Page>

     (a)  which does not arise from the actual and bona fide sale and delivery
          of goods by the relevant Facility Company or rendering of services by
          the relevant Facility Company in the ordinary course of its business
          which transactions are completed in accordance with the terms and
          provisions contained in any documents relating to such transactions;

     (b)  which remains fully or partly unpaid after its Maturity Date or such
          longer period as may be agreed by Burdale;

     (c)  owing by a single account debtor if Receivables representing 50% or
          more of the aggregate balance owing by such account debtor to the
          Facility Companies are not Eligible Receivables by reason of the
          operation of paragraph (b) above;

     (d)  with respect to which the account debtor is a director, officer,
          employee or Affiliate of any Obligor;

     (e)  with respect to which the account debtor has or has asserted a
          counterclaim or has a right of set off, to the extent of such
          counterclaim or set off;

     (f)  as to which performance has not been completed by the relevant
          Facility Company or as to which all goods and services in connection
          with such Receivable have not been delivered to or performed for the
          account debtor or which has not been invoiced or is not fully
          assignable;

     (g)  with respect to which the account debtor is the subject of any
          bankruptcy or insolvency proceeding in any jurisdiction or has made an
          assignment for the benefit of creditors or whose assets have been
          conveyed to a receiver, administrator, trustee or other insolvency
          official;

     (h)  with respect to which the account debtor's obligation to pay the
          Receivable is conditional upon the account debtor's approval or is
          otherwise subject to any repurchase obligation or right of return, as
          with sales made on a bill-and-hold, guaranteed sale, sale-and-return,
          sale on approval (except with respect to Receivables in connection
          with which account debtors are entitled to return goods on the basis
          of the quality of those goods) or consignment basis;

     (i)  owed by an account debtor incorporated or resident outside the United
          Kingdom, unless such Receivable is subject to valid and enforceable
          credit insurance payable to Burdale issued by an insurer on terms and
          in an amount acceptable to Burdale as determined by it in good faith
          and the aggregate invoice values owed by that relevant account debtor
          are within the insured limit;

     (j)  owed by an account debtor whose total indebtedness to the Facility
          Companies exceeds any credit limit set by Burdale from time to time
          with respect to that account debtor to the extent such Receivable
          breaches that credit limit provided that Burdale will act reasonably
          in reducing any credit limits and provided that any reduction in the
          credit limit as to a particular account debtor will not cause any
          Receivables owing by that account debtor as of the date of such
          reduction not to qualify as Eligible Receivables;

     (k)  where there are proceedings or actions which are threatened or pending
          against the account debtors with respect to such Receivables which
          would


                                       5
<Page>

          result in any material adverse change in any such account debtor's
          financial condition;

     (l)  where there are facts, events or occurrences which would impair the
          validity, enforceability or collectability of that Receivable or of
          reducing the amount payable or delaying payment of that Receivable.

     "INELIGIBLE STOCK" means, at any time, Stock which:

     (a)  is obsolete, slow-moving, not in good condition or not currently
          usable or saleable in the ordinary course of a Facility Company's
          business;

     (b)  is held at third party premises but not held subject to Warehouseman
          Association standard agreement;

     (c)  constitutes materials over which Burdale does not have a valid first
          ranking fixed or floating charge under the Security Documents;

     (d)  constitutes consumables used in a Facility Company's business or
          constitutes packaging or shipping materials;

     (e)  constitutes returned, damaged or defective materials;

     (f)  is held by a Facility Company as consignee for a third party;

     (g)  is not the property of the relevant Facility Company by virtue of
          retention of title or Romalpa provisions in favour of any person;

     (h)  is spare parts or scrap;

     (i)  is in transit outside property which is owned and controlled by any
          Obligor except in cases where they are (i) in transit by a Facility
          Company or by a courier on its behalf between such property and the
          aggregate value of such Stock does not at any time exceed the sum of
          L10,000 or (ii) in transit to a Facility Company and Burdale has in
          its possession all originals of the bills of lading or other documents
          of title with respect to such Stock and has received all such
          agreements as Burdale requires in order to perfect first ranking fixed
          or floating security in such Stock and to obtain possession of such
          Stock from any third party having possession of the same; or

     (j)  is determined in good faith by Burdale as being unsuitable for forming
          the basis of a lending decision as a result of any change in or
          introduction of or change in the interpretation or application of any
          law, regulation, treaty or official directive or official request
          having the force of law.

     "INTEREST RATE" means the aggregate of LIBOR, MLA Cost and the Margin.

     "L/Cs" means letters of credit, merchandise purchase or other guarantees
     which are from time to time either (a) issued or opened by Burdale for the
     account of a Facility Company or (b) with respect to which Burdale has
     agreed to indemnify the issuer or guaranteed to the issuer the performance
     by a Facility Company of its obligations to such issuer.

     "L/C EXPOSURE" in relation to any L/C (other than the Forex L/C) means:


                                       6
<Page>

     (a)  if the proposed L/C is by way of a letter of credit and for the
          purpose of purchasing Eligible Stock:

          (i)  the face amount of the L/C; LESS

          (ii) the Stock Percentage TIMES the cost of such Eligible Stock for
               which such L/C was drawn; PLUS

          (iii) freight, taxes, duty and other amounts which Burdale estimates
               must be paid in connection with such Stock upon arrival and for
               delivery to one of the relevant Facility Company's locations for
               Eligible Stock within the United Kingdom; and

     (b)  if the proposed L/C is for any other purpose an amount equal to 100%
          of the face amount of such L/C and all other commitments and
          obligations made or incurred by Burdale with respect to such L/C.

     "L/C LIMIT" means L5,000,000.

     "L/C REQUEST" means a request for a Utilisation of the Revolving Credit
     Facility by way of the issue of an L/C in substantially the form set out in
     Part III of Schedule 3.

     "LIBOR" means:

     (a)  the thirty day LIBOR sterling rate quoted on the first Business Day of
          each month in the Financial Times, London edition as conclusively
          determined by Burdale; or

     (b)  (if for any reason the Financial Times, London edition ceases or fails
          to quote such a rate) the one month British Banker's Association
          Interest Settlement Rate at 11.00 am on the same date; or

     (c)  (if for any reason the Financial Times, London edition ceases or fails
          to quote such a rate and the British Banker's Association Interest
          Settlement Rate is not available) Burdale's cost of funds from
          whatever source it may reasonably request.

     "LOAN" means the principal amount of each borrowing under this Agreement
     from the Revolving Credit Facility (including any deemed borrowing pursuant
     to Clause 6.6) as reduced by repayment or prepayment from time to time.

     "MARGIN" means 2.6% per annum.

     "MATERIAL ADVERSE EFFECT" means an effect that results in or causes, or has
     a reasonable likelihood of resulting in or causing, a material adverse
     change in any of:

     (a)  the business, performance, operations or properties of the Obligors
          taken as a whole; and/or

     (b)  the legality, validity or enforceability of any Finance Document;
          and/or

     (c)  the perfection or priority of the Security Interests granted to
          Burdale under the Finance Documents; and/or

     (d)  the ability of any Obligor to perform its financial obligations under
          any of the Finance Documents.


                                       7
<Page>

     "MATURITY DATE" means in respect of any Receivable the Business Day which
     is, or immediately succeeds the date which is the earlier of (i) 120 days
     after the date of the invoice in respect of such Receivable and (ii) 60
     days after the due date for payment in respect of such Receivable.

     "MLA COST" means the cost (expressed as a rate per annum) of the London
     branch of First Union National Bank (or any other bank from which Burdale
     obtains funding for its provision of the Facilities) of complying with the
     requirements of the Bank of England and/or the Financial Services Authority
     and/or any other applicable regulatory authority in respect of monetary
     control, liquidity or otherwise.

     "MORTGAGED PROPERTY" means any real property which is from time to time
     charged in favour of Burdale by way of a first legal mortgage.

     "NET STOCK VALUE" means the net value of Stock as determined by the
     relevant Facility Company in accordance with its customary practices and
     procedures (as disclosed to Burdale prior to today's date and as the same
     may be varied from time to time with Burdale's written consent) and advised
     to Burdale from time to time.

     "OBLIGORS" means the Facility Companies and the Guarantors.

     "OTHER ACCOUNTS" means the bank accounts of the Obligors specified as Other
     Accounts in the Debenture and/or such other bank accounts of the Obligors
     as Burdale may permit.

     "OUTSTANDING PURCHASE PRICE" means the aggregate from time to time of the
     Purchase Prices of Receivables paid to the Facility Companies (including
     any deemed payment of Purchase Price pursuant to Clause 6.6) in respect of
     which Burdale has not received payment from the relevant account debtor or
     the relevant Facility Company.

     "PROPERTY VALUATION" means a valuation of the Mortgaged Property carried
     out by a valuer appointed by Burdale on the basis of estimated restricted
     realisation value as defined in the then current Statements of Asset
     Valuation and Practice and Guidance Notes issued by the Royal Institution
     of Chartered Surveyors.

     "PURCHASE COMMISSION" is defined in Clause 8.2.

     "PURCHASE DATE" in relation to a Purchased Receivable means the date of
     delivery of a Purchase Request by a Facility Company with respect to such
     Purchased Receivable.

     "PURCHASE PRICE" means the purchase price to be paid by Burdale for
     Purchased Receivables being 87% of the face value of each Eligible
     Receivable to be purchased under the Receivables Finance Facility less
     maximum discounts, credits and allowances of any nature which may be taken
     by or granted to any account debtor or other person in connection with such
     Eligible Receivable (all as determined by Burdale in accordance with Clause
     6.1(c)).

     "PURCHASE REQUEST" means a Request for a Utilisation of the Receivables
     Finance Facility in substantially the form set out in Part I of Schedule 3.

     "PURCHASED RECEIVABLE" means a Receivable purchased by Burdale from a
     Facility Company in accordance with the terms of this Agreement.

     "RBS" means The Royal Bank of Scotland plc.


                                       8
<Page>

     "RECEIVABLE" means, at any time, the aggregate present and future
     obligations of an account debtor of a Facility Company for the payment of
     money to such Facility Company at such time together with all connected
     rights, claims, deposits and payments.

     "RECEIVABLES FINANCE FACILITY" is defined in Clause 2.

     "RECEIVABLES LIMIT" means L25,000,000.

     "REQUEST" means a request substantially in the form set out in the relevant
     Part of Schedule 3 for a Utilisation of one of the Facilities.

     "RESERVES" is defined in Clause 5.5.

     "REVOLVING CREDIT FACILITY" is defined in Clause 2.

     "REVOLVING CREDIT LIMIT" means L10,000,000.

     "SECURITY DOCUMENTS" means the Debenture, the Standard Security and any
     other guarantee or security documents executed in favour of Burdale from
     time to time in relation to the obligations or indebtedness of the Obligors
     (or any of them).

     "SECURITY INTEREST" means a mortgage, charge, pledge, lien or other
     security interest securing any obligation of any person, or any other
     agreement or arrangement having similar effect.

     "STANDARD SECURITY" means the standard security executed or to be executed
     by Sheffield Forgemasters Rolls Limited in favour of Burdale.

     "STERLING" and "L" means the lawful currency for the time being of the
     United Kingdom.

     "STOCK" means each Facility Company's stock and inventory at any time.

     "STOCK PERCENTAGE" means 65%.

     "SUBSIDIARY" means a subsidiary within the meaning of Section 736 of the
     Companies Act 1985.

     "TAX" means any tax, levy, impost, duty or other charge or withholding of a
     similar nature (including any penalty or interest payable in connection
     with any failure to pay or delay in paying the same).

     "TAX CREDIT" means a credit against, relief or remission for, or repayment
     of any Tax.

     "TAX DEDUCTION" means a deduction or withholding for or on account of Tax
     from a payment under the Finance Documents.

     "TAX PAYMENT" means an increased payment made by an Obligor to Burdale
     under Clause 10.1(c) or 10.2(a).

     "TOTAL RECEIVABLES AVAILABILITY" means, at any time, 87% of the face value
     of the Eligible Receivables less maximum discounts, credits and allowances
     of any nature which may be taken by or granted to any account debtor or any
     other person in connection with the Eligible Receivables at such time.


                                       9
<Page>

     "TOTAL STOCK AVAILABILITY" means, at any time, the Stock Percentage of the
     Net Stock Value of Eligible Stock at such time.

     "UTILISATION" means a utilisation of a Facility under this Agreement (with
     the delivery of a Purchase Request and the payment of Purchase Price by
     Burdale pursuant to a Cash Request constituting separate Utilisations of
     the Receivables Finance Facility).

     "UTILISATION DATE" in relation to a Utilisation means the date on which
     such Utilisation is made (being in relation to any Utilisation of the
     Receivables Finance Facility, both the Purchase Date and the date on which
     any payment of Purchase Price is made to a Facility Company pursuant to a
     Cash Request).

     "VAT" means value added tax as provided for in the Value Added Tax Act 1994
     and any other tax of a similar nature.

1.2  CONSTRUCTION

     (a)  Any reference in this Agreement to:

          (i)  "ASSETS" includes present and future properties, revenues and
               rights of every description;

          (ii) an "AUTHORISATION" means an authorisation, consent, approval,
               licence, resolution, filing or registration;

          (iii) a "FINANCE DOCUMENT" or any other agreement or instrument is a
               reference to that Finance Document or other agreement or
               instrument as amended or novated;

          (iv) "INDEBTEDNESS" includes any obligation (whether incurred as
               principal or as surety) for the payment or repayment of money,
               whether present or future, actual or contingent;

          (v)  a "PERSON" includes any person, firm, company, corporation,
               government, state or agency of a state or any association, trust
               or partnership (whether or not having separate legal personality)
               or two or more of the foregoing;

          (vi) a "REGULATION" includes any regulation, rule, official directive,
               request or guideline (whether or not having the force of law) of
               any governmental, intergovernmental or supranational body,
               agency, department or regulatory, self-regulatory or other
               authority or organisation;

          (vii) a provision of law is a reference to that provision as amended
               or re-enacted;

          (viii) words importing the singular shall include the plural and vice
               versa; and

          (ix) unless a contrary indication appears, a time of day is a
               reference to London time.

     (b)  Clause and Schedule headings are for ease of reference only.

     (c)  A Default (other than an Event of Default) is "CONTINUING" if it has
          not been remedied or waived and an Event of Default is "CONTINUING" if
          it has not been waived.


                                       10
<Page>

     (d)  If at any time there are no persons who are Guarantors, the term
          "OBLIGORS" shall be construed, whilst such circumstance is continuing,
          as a reference solely to the Facility Companies and if at any time the
          Company is the only Facility Company the references in this Agreement
          to "FACILITY COMPANY" shall, whilst such circumstance is continuing,
          be construed accordingly.

     (e)  A person who is not party to this Agreement has no right under the
          Contracts (Rights of Third Parties) Act 1999 to enforce any term of
          this Agreement but this does not affect any right or remedy of a third
          party which exists or is available apart from the Contracts (Rights of
          Third Parties) Act 1999.

2.   FACILITIES

     Subject to the terms of this Agreement Burdale agrees to make available the
     following facilities to the Facility Companies:

     (a)  a Receivables Finance Facility pursuant to which Burdale will from
          time to time during the Availability Period purchase Receivables from
          the Facility Companies (the "RECEIVABLES FINANCE FACILITY");

     (b)  a revolving credit facility pursuant to which Burdale will during the
          Availability Period (i) make Loans to the Facility Companies and (ii)
          issue, or procure the issue of, L/Cs for the account of the Facility
          Companies (the "REVOLVING CREDIT FACILITY");

     (c)  a foreign exchange facility pursuant to which Burdale will during the
          Availability Period buy or sell Foreign Currency spot and/or for
          delivery at a future date on behalf of the Facility Companies and/or
          issue the Forex L/C in favour of RBS (the "FOREX FACILITY").

3.   PURPOSE

     Each Facility Company will use the Facilities only for its general
     operating, working capital and other proper corporate purposes and always
     in a manner which is not inconsistent with the Finance Documents including,
     without limitation:

     (a)  a repayment of an amount not exceeding L3,540,371.94 (or its
          equivalent in other currencies) of intercompany indebtedness owed by
          the Obligors to certain of their Affiliates in the United States of
          America (such repayment to be made out of the proceeds of the first
          Utilisation of the Facilities); and

     (b)  the making of loans to Affiliates to the extent permitted by Clause
          13.13.

     Without affecting the obligations of the Facility Companies in any way,
     Burdale is not obliged to monitor or verify the application of the
     Facilities.

4.   CONDITIONS PRECEDENT

4.1  INITIAL CONDITIONS

     No Request may be delivered unless Burdale shall have received all of the
     documents and evidence specified in Part I of Schedule 2 in a form and
     substance satisfactory to it.


                                       11
<Page>

4.2  FURTHER CONDITIONS

     The obligations of Burdale in respect of any Utilisation are subject to the
     further conditions precedent that both on the date of the relevant Request
     and the proposed Utilisation Date:

     (a)  the representations and warranties set out in Clause 12 to be repeated
          on such dates are true and correct; and

     (b)  no Default has occurred and remains outstanding or would result from
          the making of such Utilisation.

5.   RESTRICTIONS ON UTILISATIONS

5.1  LOANS

     No Cash Request may be delivered which would involve the drawing of a Loan
     unless at the time of delivery either (a) the Receivables Finance Facility
     is or would be following the delivery of such Cash Request being utilised
     up to the Receivables Limit or (b) the Facility Companies have no
     Receivables with which to utilise the Receivables Finance Facility.

5.2  LETTERS OF CREDIT

     No Request may be delivered for an L/C to be issued pursuant to the
     Revolving Credit Facility unless and until the form of L/C has been
     approved by Burdale, such approval not to be unreasonably withheld or
     delayed, the relevant issuer and the proposed beneficiary of such L/C.

5.3  OVERALL LIMIT

     The aggregate amount of:

     (a)  all Loans;

     (b)  Outstanding Purchase Price;

     (c)  all L/C Exposures; and

     (d)  all Forex Exposures,

     shall not at any time exceed the Facility Limit.

5.4  SPECIFIC LIMITS

     (a)  RECEIVABLES FINANCE FACILITY: The Outstanding Purchase Price shall not
          at any time exceed the Receivables Limit.

     (b)  FOREX FIXED LIMIT: The aggregate amount of all Forex Exposures shall
          not at any time exceed the Forex Limit.

     (c)  FOREX AVAILABILITY: In the event that the aggregate amount of all
          Forex Exposures at any time exceeds the lesser of

          (i)  L3,000,000; and


                                       12
<Page>

          (ii) 37.5% of the aggregate of the then most recent Property Valuation
               and the then most recent Equipment Valuation,

          any such excess (the "EXCESS FOREX EXPOSURE") shall be deemed to be a
          Utilisation of the Revolving Credit Facility.

     (d)  REVOLVING CREDIT FACILITY: The aggregate amount of:

          (i)  all Loans;

          (ii) all L/C Exposures; and

          (iii) the Excess Forex Exposure,

          shall not at any time exceed the Revolving Credit Limit.

     (e)  L/C UTILISATIONS: The aggregate amount of all L/C Exposures shall not
          at any time exceed the L/C Limit.

5.5  AVAILABILITY

     The aggregate amount of:

     (a)  Outstanding Purchase Price;

     (b)  all Loans;

     (c)  all L/C Exposures; and

     (d)  the Excess Forex Exposure,

          shall not at any time exceed the sum of:

          (i)  the Total Receivables Availability; PLUS

          (ii) the Total Stock Availability; LESS

          (iii) the amount of Reserves,

          at such time.

     For the purposes of this Clause 5.5, "RESERVES" means reserves established
     by Burdale:

     (a)  from time to time to reflect the full amount of the liabilities at
          such time which have a right imposed to provide for payment ranking or
          capable of ranking senior to or pari passu with the liabilities of the
          Obligors under the Finance Documents and/or having the benefit of any
          Security Interest over the assets of any Obligor ranking or capable of
          ranking senior to or pari passu with the Security Interests granted to
          Burdale under the Finance Documents;

     (b)  from time to time to reflect Burdale's good faith belief that any
          report or financial information provided by or on behalf of any
          Obligor under the Finance Documents is or may have been incomplete,
          inaccurate or misleading in any material respect;


                                       13
<Page>

     (c)  in an amount equal to the amount by which the Dilution Rate for the
          most recently ended month exceeds 2%; and

     (d)  in an amount equal to the amount (if any) by which the aggregate of
          the then most recent Property Valuation and Equipment Valuation is
          less than L8,000,000.

5.6  PROHIBITION

     No Utilisation may be made which would cause the provisions of this Clause
     5 to be breached.

5.7  PERCENTAGES

     Burdale may from time to time, following prior consultation with the
     Company:

     (a)  reduce the Purchase Price to the extent that the Dilution Rate has
          increased;

     (b)  reduce the Total Stock Availability (or any component of it) to the
          extent that:

          (i)  the number of days of the turnover of the Stock for any period
               has changed in any material respect; or

          (ii) the estimated restricted realisation value of the Eligible Stock,
               or any category of Eligible Stock, has decreased; or

          (iii) the nature and quality of the Stock has deteriorated; and

          (iv) there is any change in seasonality with respect to Stock and
               patterns of sales after today's date; or

          (v)  there is any reduction in the Facility Limit pursuant to Clause
               7.6.

6.   UTILISATION OF FACILITIES

6.1  AVAILABILITY OF RECEIVABLES FINANCE FACILITY

     (a)  Subject to the terms of this Agreement, each Facility Company shall
          offer to sell its Receivables to Burdale by delivering to Burdale from
          time to time duly completed Purchase Requests (together with all deeds
          and documents referred to in such Purchase Request), delivery of which
          shall oblige such Facility Company to sell the Receivables stated in
          such Purchase Request upon the terms and subject to the conditions of
          this Agreement.

     (b)  A Purchase Request will not be regarded as having been duly completed
          unless it is in substantially the form set out in Part I of Schedule
          3.

     (c)  As soon as reasonably practicable following delivery of a Purchase
          Request, Burdale (acting reasonably) shall determine the Purchase
          Price for the Receivables specified in such Purchase Request and will,
          upon being requested by the relevant Facility Company, advise such
          Facility Company of such determination.

6.2  CASH UTILISATIONS

     (a)  Subject to the terms of this Agreement, each Facility Company may from
          time


                                       14
<Page>

          to time request that Burdale pay sums to such Facility Company of up
          to the aggregate of (i) the amount of any unpaid Purchase Price and
          (ii) the amount available for drawing by way of Loan, by delivering a
          duly completed Cash Request to Burdale not later than 11.00 a.m. on
          the proposed Utilisation Date for such payment.

     (b)  A Cash Request will not be regarded as having been duly completed
          unless it is in substantially the form set out in Part II of Schedule
          3 and, in particular, specifies:

          (i)  the proposed Utilisation Date, being a Business Day falling
               during the Availability Period;

          (ii) the amount of the sum to be paid by Burdale which must be less
               than or equal to the aggregate of the amounts specified in Clause
               6.2(a); and

          (iii) if not already notified to Burdale, the details of the Other
               Account into which the payment is to be made on the Utilisation
               Date.

     (c)  Payments made by Burdale pursuant to a Cash Request shall be deemed to
          be first payments of any unpaid Purchase Price to the full extent of
          such unpaid Purchase Price and second, to the extent of any surplus,
          to be the drawing of a Loan.

     (d)  Burdale's obligation to pay the Purchase Price of any Receivable (or
          any unpaid portion of it as the case may be) shall be terminated on
          the earlier of the Actual Day of Payment and the Maturity Date of such
          Receivable.

     (e)  To the extent that any payments made by Burdale pursuant to a Cash
          Request to a Facility Company (the "DEBTOR COMPANY") represent payment
          of Purchase Price in relation to the Purchased Receivables of another
          Facility Company (the "CREDITOR COMPANY") then (without double
          counting with the provisions of Clause 7.2(e)(ii)) the Creditor
          Company shall be deemed to have made a loan to the Debtor Company in
          an amount equal to the amount of such payment by Burdale (an
          "INTERCOMPANY LOAN"). All Intercompany Loans shall bear interest at
          such rates as the relevant Creditor Companies may agree with the
          relevant Debtor Companies and all principal and interest on any
          Intercompany Loan shall be payable on demand.

6.3  L/C UTILISATIONS

     (a)  Subject to the terms of this Agreement, a Facility Company may request
          the issue of an L/C as a Utilisation of the Revolving Credit Facility
          or the issue of the Forex L/C as a Utilisation of the Forex Facility
          by delivering a duly completed L/C Request to Burdale not later than
          11.00 a.m. on the proposed Utilisation Date for that L/C.

     (b)  An L/C Request will not be regarded as having been duly completed
          unless it is substantially in the form attached in Part III of
          Schedule 3 and, in particular, specifies:

          (i)  the proposed Utilisation Date, being a Business Day falling
               during the Availability Period;


                                       15
<Page>

          (ii) the amount of the L/C required, the L/C Exposure of which must
               (save in the case of the Forex L/C) be equal to or less than the
               undrawn/unutilised amount of the Revolving Credit Facility and
               (in all cases) within the relevant Availability Limits as at the
               proposed Utilisation Date;

          (iii) if not already notified to Burdale, the details of the
               beneficiary, payee or addressee of such L/C.

6.4  GENERAL PROVISIONS REGARDING L/Cs

     (a)  Nothing in this Agreement shall be deemed or construed to grant any
          Facility Company any right or authority to pledge the credit of
          Burdale in any manner. Burdale shall have no liability of any kind
          with respect to any L/C provided by an issuer other than Burdale
          unless Burdale has duly executed and delivered to such issuer the
          application or a guarantee or indemnification in writing with respect
          to such L/C. Each Facility Company shall be bound by an interpretation
          made in good faith by Burdale, or any other issuer or correspondent
          under or in connection with any L/C or any documents, drafts or
          acceptances in relation to any L/C, notwithstanding that such
          interpretation may be inconsistent with any instructions of any
          Facility Company. Burdale shall have the sole and exclusive right and
          authority to, and no Facility Company shall:

          (i)  at any time an Event of Default exists or has occurred and is
               continuing:

               (1)  approve or resolve any questions of non-compliance of
                    documents;

               (2)  give any instructions as to acceptance or rejection of any
                    documents or goods; or

               (3)  execute any and all applications for steamship or airway
                    guarantees, indemnities or delivery orders and at all times;

          (ii) at any time:

               (1)  grant any extensions of the maturity of, time of payment
                    for, or time of presentation of, any drafts, acceptances, or
                    documents; and

               (2)  agree to any amendments, renewals, extensions,
                    modifications, changes or cancellations of any of the terms
                    or conditions of any of the applications, L/Cs, or
                    documents, drafts or acceptances in relation to any L/C or
                    any letters of credit provided as security to Burdale.
                    Burdale may take such actions either in its own name or in
                    the relevant Facility Company's name.

     (b)  Any rights, remedies, duties or obligations granted or undertaken by
          any Facility Company to any issuer or correspondent in any application
          for any L/C, or any other agreement in favour of any issuer or
          correspondence relating to any L/C, shall be deemed to have been
          granted or undertaken by such Facility Company to Burdale. Any duties
          or obligations undertaken by Burdale to any issuer or correspondence
          in any application for any L/C, or any other agreement by Burdale in
          favour of any issuer or correspondence relating to


                                       16
<Page>

          any L/C, shall be deemed to have been undertaken by the relevant
          Facility Company to Burdale and to apply in all respects to such
          Facility Company.

     (c)  None of Burdale, any L/C issuer (or any of their respective
          correspondents) or any advising, negotiating or paying bank with
          respect to any L/C shall be responsible in any way for:

          (i)  the performance by any beneficiary under any L/C of that
               beneficiary's obligations to the relevant Facility Company; or

          (ii) the form, sufficiency, correctness, genuineness, authority of any
               person signing or the legal effect of any documents called for
               under any L/C if such documents appear on their face to be in
               order.

6.5  FOREX UTILISATIONS

     (a)  Subject to the terms of this Agreement, a Facility Company may request
          a Utilisation of the Forex Facility by way of the sale or purchase of
          Foreign Currency by delivering a duly completed Forex Request to
          Burdale not later than 11.00 a.m. on the proposed date of the contract
          for the sale or purchase of Foreign Currency.

     (b)  A Forex Request will not be regarded as having been duly completed
          unless it is in substantially the form set out in Part IV of Schedule
          3 and, in particular, specifies:

          (i)  the proposed date of effect of the sale or purchase of Foreign
               Currency being a Business Day falling during the Availability
               Period; and

          (ii) the value of the contract for the sale or purchase of Foreign
               Currency required and the Foreign Currency required to be
               purchased which must be such that the Forex Exposure with respect
               to such Utilisation when aggregated with all other Forex
               Exposures is equal to or less than the Forex Limit and within the
               relevant Availability Limits as at the proposed Utilisation Date.

     (c)  Save as otherwise expressly provided in this Agreement, all of the
          terms of this Agreement relating to L/Cs shall apply to the Forex L/C.

6.6  DEEMED UTILISATIONS

     All payments made by Burdale:

     (a)  in accordance with the terms of any L/C or any guarantee or indemnity
          given by Burdale to the issuer of any L/C (as the case may be); and

     (b)  on the maturity of any Forex Transaction,

     shall be deemed to be a payment to the relevant Facility Company in an
     amount equal to such payment, as if such Facility Company had lodged a Cash
     Request for such amount and subject to the provisions of this Agreement
     with respect to Utilisations of the Receivables Finance Facility and/or the
     Revolving Credit Facility (including, without limitation, as to interest,
     purchase commission and repayment).


                                       17
<Page>

7.   REPAYMENT AND PREPAYMENT

7.1  RECEIVABLES FINANCE FACILITY

     (a)  If in relation to a Purchased Receivable Burdale determines on the
          Maturity Date in respect of such Purchased Receivable that it has not
          received payment in accordance with Clause 9.1 of the full amount of
          such Purchased Receivable, the relevant Facility Company shall, on
          demand by Burdale pay to Burdale an amount equal to the Outstanding
          Purchase Price of such Purchased Receivable for which payment has not
          been received PROVIDED THAT this provision shall not restrict (nor
          oblige) Burdale in any way in or from pursuing and obtaining payment
          in respect of such Purchased Receivable from the account debtors or
          otherwise (which payment shall be made into a Blocked Account) and
          each Facility Company undertakes that it will do all such reasonable
          acts or things necessary or desirable to help Burdale in pursuing and
          obtaining such payment.

     (b)  Burdale shall be entitled to deduct from payments made by account
          debtors and/or the Facility Companies into a Blocked Account in
          respect of Purchased Receivables the then Outstanding Purchase Price
          in respect of such Purchased Receivables and the balance remaining
          after such deduction shall be applied in accordance with Clause 7.2.

7.2  OTHER UTILISATIONS

     Subject as provided below all amounts standing to the credit of the Blocked
     Accounts from time to time following the deductions referred to in Clause
     7.1(b) shall be applied as follows:

     (a)  FIRST in repayment of the outstanding principal amount of any Loans;

     (b)  SECOND in payment of any fees, costs and expenses due from any Obligor
          to Burdale under the Finance Documents;

     (c)  THIRD in payment of (i) all amounts of interest due on the Loans
          (including any deemed borrowing pursuant to Clause 6.6) and (ii) all
          Purchase Commission (or in making provision for Purchase Commission
          which will fall due for payment on the last Business Day of the
          current calendar month);

     (d)  FOURTH in or towards satisfaction of any other payment obligation of
          any Obligor under the Finance Documents; and

     (e)  FIFTH to the relevant Facility Company by way of payment into such
          Other Account as the relevant Facility Company may specify to Burdale
          in writing from time to time.

          PROVIDED THAT:

          (i)  notwithstanding the above, at all times whilst an Event of
               Default is continuing, amounts standing to the credit of a
               Blocked Account shall be applied to such of the liabilities of
               the Obligors under the Finance Documents and in such order as
               Burdale may in its absolute discretion determine; and

          (ii) to the extent that any amount standing to the credit of one
               Facility Company's Blocked Account is applied to discharge the
               liabilities of


                                       18
<Page>

               another Obligor pursuant to Clause 7.1(b) or this Clause 7.2 then
               (without double counting) the provisions of Clause 6.2(e) shall
               apply to such application mutatis mutandis.

7.3  REUTILISATION

     (a)  RECEIVABLES FINANCE FACILITY: Subject to the terms of this Agreement,
          all amounts of Outstanding Purchase Price recovered and paid to
          Burdale, may be reutilised as Utilisations of the Receivables Finance
          Facility.

     (b)  REVOLVING CREDIT FACILITY: Subject to the terms of this Agreement, all
          Loans repaid and all amounts recovered and paid to Burdale in relation
          to L/Cs, may be redrawn or reutilised as Utilisations of the Revolving
          Credit Facility.

7.4  PREPAYMENT

     If at any time the outstanding Utilisations or any part of them cause any
     Availability Limit to be exceeded then the Company will immediately repay
     or procure repayment of such amount of the Loans together with cash
     collateral in respect of Outstanding Purchase Price and/or any contingent
     obligation of Burdale in relation to any L/C or other Utilisation together
     with interest on the Loans, to the extent required to ensure compliance
     with that Availability Limit and, until such time as that Availability
     Limit is no longer breached, no further Utilisations may be requested
     (including, for the avoidance of doubt, pursuant to a Cash Request) or
     will, at Burdale's option, be made or issued.

7.5  ILLEGALITY

     If it becomes unlawful in any jurisdiction for Burdale to make available or
     maintain the Facilities (or any of them) or to give effect to its
     obligations under the Finance Documents, Burdale may give seven Business
     Days written notice to that effect to the Company whereupon the Facilities
     will be cancelled and all the provisions of this Agreement will apply as if
     the cancellations or terminations had been a reduction of the Facility
     Limit to zero pursuant to Clause 7.6.

7.6  REDUCTION OF FACILITY LIMIT

     At the request of the Company by giving not less than ten Business Day's
     prior written notice to Burdale, the Facility Limit may from time to time
     be reduced or extinguished provided that on or before the effective date
     for such reduction the Company shall pay (or procure payment) to Burdale
     of:

     (a)  such amount as may be necessary in prepayment of the Loans and/or as
          cash collateral for Outstanding Purchase Price and/or Burdale's
          contingent obligations under any issued L/C or unmatured Forex
          Transaction to ensure that the Facility Companies remain in compliance
          with the Availability Limits (as adjusted to take account of such
          amendments pursuant to Clause 5.7); and

     (b)  a fee calculated by applying to the amount of the reduction the
          applicable percentage set out in column (2) below:


                                       19
<Page>

<Table>
<Caption>
                           (1)                                 (2)
                    DATE OF REDUCTION                 APPLICABLE PERCENTAGE
<S>                                                              <C>
          On or before the first anniversary of the              2%
          first Utilisation Date

          After the first anniversary of first                   1%
          Utilisation Date
</Table>

     Any exercise by Burdale of its rights under Clause 16.2(b) and/or 16.3
     and/or the operation of Clause 7.5 shall be deemed for the purposes of
     paragraph (b) above to be a reduction in the Facility Limit in an amount
     equal to the amount of the Facility or Facilities so cancelled.

     If the Facility Limit is reduced to nil and (either at the time or later)
     the Outstanding Purchase Price is nil and there is no outstanding
     Utilisation of the Facilities, this Agreement shall be deemed terminated
     but without prejudice to all liabilities of either party (including fees,
     commission, interest and costs) existing immediately prior to such
     termination.

7.7  FINAL REPAYMENT

     The Company will, on the Final Repayment Date, pay (or procure payment) to
     Burdale in full all outstanding and unpaid liabilities under the Finance
     Documents (whether by way of principal, interest, commission, fees, costs,
     expenses or otherwise) and shall pay to Burdale such amount as is necessary
     to provide full cash collateral for Outstanding Purchase Price and any
     contingent obligations which Burdale may have in respect of any L/C, Forex
     Transaction or other outstanding Utilisation. If the amounts so paid are
     received by Burdale later than 1.00 p.m. on the Final Repayment Date then
     the Company will pay interest on such amounts to Burdale at the Default
     Rate until payment has been made in full.

7.8  CASH COLLATERAL

     If under this Agreement any Facility Company is required to provide and
     does provide cash collateral for any contingent liability, such cash
     collateral shall be held by Burdale in an interest bearing account for
     application against such contingent liability, provided that any sum
     remaining after settling such payments shall be applied first in settlement
     of any other amounts then due and payable to Burdale under the Finance
     Documents and any balance shall be promptly repaid to the relevant Facility
     Company or other person entitled to the balance.

8.   INTEREST AND COMMISSION

8.1  INTEREST

     (a)  Each Facility Company will pay Burdale interest on each Loan made to
          it by Burdale at the Interest Rate.

     (b)  Except as otherwise provided in this Agreement, accrued interest on
          each Loan shall be paid by the relevant Facility Company in arrear on
          the last Business Day of each month and on the Final Repayment Date.
          All interest accruing on or after the date of any Event of Default or
          the Final Repayment Date shall be payable on demand.


                                       20
<Page>

     (c)  Interest will be calculated on the basis of a 365 day year and actual
          days elapsed and will accrue and be calculated on a daily basis.

8.2  PURCHASE COMMISSION

     Each Facility Company shall pay to Burdale commission in respect of each of
     its Purchased Receivables at a rate equivalent to the Interest Rate applied
     to the Outstanding Purchase Price for such Receivable from the date on
     which Burdale paid such Purchase Price to a Facility Company down to the
     Actual Date of Payment (the "PURCHASE COMMISSION"). Burdale shall calculate
     the Purchase Commission on a daily basis and it shall be paid by the
     relevant Facility Company monthly in arrears on the last Business Day of
     each month.

8.3  DEFAULT INTEREST

     (a)  Upon the occurrence of an Event of Default and whilst the same is
          continuing, all amounts outstanding under this Agreement shall bear
          interest (both before and after judgment) at the Default Rate.

     (b)  Interest at the Default Rate will be compounded at the end of each
          period designated by Burdale and will be determined by Burdale on the
          first Business Day of each such period.

9.   COLLECTION OF RECEIVABLES

9.1  FLOW OF FUNDS

     Subject to Clause 9.2, each Facility Company undertakes that during the
     period commencing on the date of this Agreement and ending when all its
     liabilities under the Finance Documents have been discharged in full and
     Burdale is under no further obligation under any of the Finance Documents:

     (a)  such Facility Company will collect as agent and trustee for Burdale
          all Receivables and immediately pay (or procure that payment is made)
          all amounts due in respect of each Receivable into a Blocked Account,
          provided however that until payment into a Blocked Account it will
          hold all money so received upon trust for Burdale and will not
          commingle in any Charged Account any monies which are not Receivables
          or which are not payable to Burdale;

     (b)  without prejudice to its obligations under Clause 13.14, in the event
          that any account debtor makes a payment in respect of Receivables into
          another Charged Account or other account which is not a Blocked
          Account, such Facility Company will ensure that the amounts
          representing such payment are promptly transferred into a Blocked
          Account and will immediately direct the relevant account debtor to
          make all future payments to a Blocked Account; and

     (c)  all the transfers and collections referred to in paragraphs (a) and
          (b) above shall be carried out daily prior to the occurrence of any
          Default and thereafter at such intervals as Burdale may, at its
          discretion, specify to the Company.

9.2  FAILURE OF DEBENTURE

     In the event that the Debenture is not, at any time, effective or is not in
     full force and effect in respect of any Charged Account, each Facility
     Company will (unless


                                       21
<Page>

     otherwise directed by Burdale and without prejudice to Burdale's rights and
     remedies under the Finance Documents), for so long as the Debenture is
     ineffective or not in full force and effect and ending on the date when all
     of its liabilities under the Finance Documents have been repaid or
     discharged in full and Burdale is under no further obligation under any of
     the Finance Documents, collect as agent and trustee for Burdale all
     Receivables which would otherwise have been payable into a Blocked Account
     and immediately pay (or procure the payment of) all amounts due in respect
     of those Receivables directly to such bank account of Burdale as it may
     specify for this purpose.

9.3  DECLARATION OF TRUST

     If for any reason (including, without limitation, any prohibition or
     restriction on assignment contained in any agreement between a Facility
     Company and the relevant account debtor), title to any Receivable which is
     purchased by Burdale under this Agreement does not pass to Burdale then the
     relevant Facility Company shall hold such Receivable on trust for Burdale
     and shall collect and deal with such Receivable in accordance with the
     terms of Clauses 9.1 and 9.2.

9.4  REIMBURSEMENT

     Each Facility Company agrees to reimburse Burdale on demand for any
     liability of Burdale to any bank or other person involved in the transfer
     of funds to or from any Blocked Account arising out of Burdale's payments
     to or indemnification of that bank or person, and this obligation to
     reimburse shall survive the termination or non-renewal of this Agreement.

9.5  APPLICATION

     For the purposes of calculating the amount of the Loans available to the
     Facility Companies, the Receivables Limit and the Forex Limit such payments
     will be applied (conditional upon final collection) in satisfaction or
     reduction of the relevant Facility Company's liabilities under the Finance
     Documents on the Business Day of receipt by Burdale. For the purposes of
     calculating interest in respect of the Loans and for calculating any
     Purchase Commission or commission in respect of the Forex Transactions,
     payments or other funds received by Burdale will be applied (conditional
     upon final collection) in satisfaction or reduction of the relevant
     Facility Company's liabilities under the Finance Documents one Business Day
     following the date of receipt of funds by Burdale.

9.6  BUSINESS DAYS

     If any payment under the Finance Documents would otherwise be due on a day
     which is not a Business Day, it will be due on the next succeeding Business
     Day or, if that Business Day falls in the following month, on the preceding
     Business Day.

10.  TAX

10.1 TAX GROSS-UP

     (a)  Each Obligor shall make all payments to be made by it without any Tax
          Deduction, unless a Tax Deduction is required by law.

     (b)  The Company shall promptly upon becoming aware that an Obligor must
          make a Tax Deduction (or that there is any change in the rate or the
          basis of a


                                       22
<Page>

          Tax Deduction) notify Burdale accordingly.

     (c)  If a Tax Deduction is required by law to be made by an Obligor the
          amount of the payment due from that Obligor shall be increased to an
          amount which (after making any Tax Deduction) leaves an amount equal
          to the payment which would have been due if no Tax Deduction had been
          required.

     (d)  If an Obligor is required to make a Tax Deduction, that Obligor shall
          make that Tax Deduction and any payment required in connection with
          that Tax Deduction within the time allowed and in the minimum amount
          required by law.

     (e)  Within thirty days of making either a Tax Deduction or any payment
          required in connection with that Tax Deduction, the Obligor making
          that Tax Deduction shall deliver to Burdale evidence reasonably
          satisfactory to Burdale that the Tax Deduction has been made or (as
          applicable) any appropriate payment paid to the relevant taxing
          authority.

10.2 TAX INDEMNITY

     (a)  The Company shall (within three Business Days of demand by Burdale)
          pay to Burdale an amount equal to the loss, liability or cost which
          Burdale determines will be or has been (directly or indirectly)
          suffered for or on account of Tax.

     (b)  Paragraph (a) above shall not apply with respect to any Tax assessed
          on Burdale if that Tax is imposed on or calculated by reference to the
          net income received or receivable (but not any sum deemed to be
          received or receivable) by Burdale.

10.3 TAX CREDIT

     If an Obligor makes a Tax Payment and Burdale determines that:

     (a)  a Tax Credit is attributable to that Tax Payment; and

     (b)  it has obtained, utilised and retained that Tax Credit,

     Burdale shall pay an amount to the Obligor which Burdale determines will
     leave it (after that payment) in the same after-Tax position as it would
     have been in had the Tax Payment not been made by the Obligor.

10.4 STAMP TAXES

     The Company shall pay and, within three Business Days of demand, indemnify
     Burdale against any cost, loss or liability that Burdale incurs in relation
     to all stamp duty, registration and other similar Taxes payable in respect
     of any Finance Document.

10.5 VALUE ADDED TAX

     (a)  All consideration payable under a Finance Document by an Obligor to
          Burdale shall be deemed to be exclusive of any VAT. If VAT is
          chargeable, the Obligor shall pay to Burdale (in addition to and at
          the same time as paying the consideration) an amount equal to the
          amount of the VAT.


                                       23
<Page>

     (b)  Where a Finance Document requires an Obligor to reimburse Burdale for
          any costs or expenses, that Obligor shall also at the same time pay
          and indemnify Burdale against all VAT incurred by Burdale in respect
          of the costs or expenses save to the extent that Burdale is entitled
          to repayment or credit in respect of the VAT.

11.  INCREASED COSTS

11.1 INCREASED COSTS

     (a)  Subject to Clause 11.3 the Company shall, within three Business Days
          of a demand by Burdale, pay to Burdale the amount of any Increased
          Costs incurred by Burdale or any of its Affiliates as a result of (i)
          the introduction of or any change in (or in the interpretation or
          application of) any law or regulation or (ii) compliance with any law
          or regulation made after the date of this Agreement.

     (b)  In this Agreement "INCREASED COSTS" means:

          (i)  a reduction in the rate of return from the Facilities (or any of
               them) or on Burdale's (or its Affiliate's) overall capital;

          (ii) an additional or increased cost; or

          (iii) a reduction of any amount due and payable under any Finance
               Document,

          which is incurred or suffered by Burdale or any of its Affiliates to
          the extent that it is attributable to Burdale having entered into this
          Agreement or funding or performing its obligations under any Finance
          Document.

11.2 INCREASED COST CLAIMS

     If Burdale intends to make a claim pursuant to Clause 11.1 it shall notify
     the Company of the event giving rise to the claim, and shall, as soon as
     practicable after a demand by the Company, provide a certificate confirming
     the amount of its Increased Costs.

11.3 EXCEPTIONS

     Clause 11.1 does not apply to the extent any Increased Cost is:

     (a)  attributable to a Tax Deduction required by law to be made by an
          Obligor;

     (b)  compensated for by Clause 10.2 (or would have been compensated for
          under Clause 10.2 but was not so compensated solely because the
          exclusion in Clause 10.2(b) applied);

     (c)  compensated for by the payment of MLA Cost; or

     (d)  attributable to the wilful breach by Burdale or its Affiliates of any
          law or regulation.


                                       24
<Page>

12.  REPRESENTATIONS AND WARRANTIES

12.1 WARRANTIES

     Each Obligor makes the representations and warranties in this Clause 12 to
     Burdale on today's date and such representations and warranties will be
     deemed repeated by the Obligors on each date:

     (a)  on which a Request is submitted;

     (b)  which is a Utilisation Date;

     (c)  on which any payment of interest or Purchase Commission is due under
          the Finance Documents,

     as if made with reference to the facts and circumstances existing on such
     date.

12.2 STATUS

     (a)  It is a corporation, duly incorporated and validly existing under the
          law of its jurisdiction of incorporation.

     (b)  It has the power to own its assets and carry on its business as it is
          being conducted.

12.3 BINDING OBLIGATIONS

     The obligations expressed to be assumed by it in each Finance Document are,
     subject to any principles of law affecting creditors' rights generally,
     legal, valid, binding and enforceable obligations.

12.4 NON-CONFLICT WITH OTHER OBLIGATIONS

     The entry into and performance by it of, and the transactions contemplated
     by, the Finance Documents do not and will not conflict with:

     (a)  any law or regulation applicable to it;

     (b)  its constitutional documents; or

     (c)  any agreement or instrument binding upon it or any of its assets.

12.5 POWER AND AUTHORITY

     It has the power to enter into, perform and deliver, and has taken all
     necessary action to authorise its entry into, performance and delivery of,
     the Finance Documents to which it is a party and the transactions
     contemplated by those Finance Documents.

12.6 VALIDITY AND ADMISSIBILITY IN EVIDENCE

     All authorisations required or desirable:

     (a)  to enable it lawfully to enter into, exercise its rights and comply
          with its obligations in the Finance Documents to which it is a party;
          and


                                       25
<Page>

     (b)  to make the Finance Documents to which it is a party admissible in
          evidence in its jurisdiction of incorporation,

     have been obtained or effected and are in full force and effect.

12.7 NO FILING OR STAMP TAXES

     Under the law of its jurisdiction of incorporation it is not necessary that
     the Finance Documents be filed, recorded or enrolled with any court or
     other authority in that jurisdiction or that any stamp, registration or
     similar tax be paid on or in relation to the Finance Documents or the
     transactions contemplated by the Finance Documents.

12.8 NO DEFAULT

     (a)  No Event of Default is continuing or might reasonably be expected to
          result from the making of any Utilisation.

     (b)  No other event or circumstance is outstanding which constitutes a
          default under any other agreement or instrument which is binding on it
          or to which its assets are subject which might have a Material Adverse
          Effect.

12.9 PARI PASSU RANKING

     Its payment obligations under the Finance Documents rank at least pari
     passu with the claims of all its other unsecured and unsubordinated
     creditors, except for obligations mandatorily preferred by law applying to
     companies generally.

12.10 NO PROCEEDINGS PENDING OR THREATENED

     No litigation, arbitration or administrative proceedings of or before any
     court, arbitral body or agency which, if adversely determined, might
     reasonably be expected to have a Material Adverse Effect have (to the best
     of its knowledge and belief) been started or threatened against it or any
     of its Subsidiaries.

12.11 MATERIAL DISCLOSURES

     All information furnished by or on behalf of any Obligor in writing to
     Burdale in connection with the Finance Documents is true and correct in all
     material respects as of the date such information is dated or certified and
     does not omit any material information and is not misleading. No event or
     circumstance has occurred which has or, to the knowledge of the Obligors,
     could reasonably be expected to have a Material Adverse Effect which has
     not been fully and accurately disclosed to Burdale.

12.12 FINANCIAL STATEMENTS

     Its latest audited financial statements (i) have been reported upon by its
     auditors without qualification, (ii) have been prepared in accordance with
     GAAP and give a true and fair view of the results of its operations and its
     assets and liabilities for the relevant period and of the state of its
     affairs at the relevant date, and (iii) in particular, accurately disclose
     or reserve against all liabilities (actual or contingent), and there has
     been no change in its assets, financial condition or prospects since the
     date of those financial statements such that it may reasonably be expected
     to be unable to perform and comply with any one or more of its material
     obligations under any of the Finance Documents.


                                       26
<Page>

12.13 BANK ACCOUNTS

     All the accounts maintained or used by any Obligor at any bank or financial
     institution as at the date of this Agreement have been included within the
     definition of Charged Accounts.

12.14 VALUATION

     (a)  All information provided by or on behalf of any Obligor to the valuer
          for the purposes of any Equipment Valuation or any Property Valuation
          is accurate in all material respects and, to the best of its knowledge
          and belief after having made all due enquiries, no information has
          been omitted by it which would make that information misleading in any
          material respect;

     (b)  To the best of its knowledge and belief and after having made all due
          enquiries, there has been no change to the information provided
          pursuant to paragraph (a) above between the dates such information was
          provided and today's date; and

     (c)  No information has been withheld by it from any such valuer which to
          the best of its knowledge and belief after having made all due
          enquiries, may be material.

12.15 DORMANT SUBSIDIARIES

     Each of the Dormant Subsidiaries is, as at today's date, a Dormant Company.

13.  GENERAL UNDERTAKINGS

13.1 DURATION

     The undertakings in this Clause 13 and in Clause 14 remain in force from
     the date of this Agreement for so long as any amount is outstanding under
     the Finance Documents or Burdale is under any obligation under any Finance
     Document.

13.2 AUTHORISATIONS

     Each Obligor shall promptly:

     (a)  obtain, comply with and do all that is necessary to maintain in full
          force and effect; and

     (b)  supply certified copies to Burdale of,

     any authorisation required under any law or regulation of its jurisdiction
     of incorporation to enable it to perform its obligations under the Finance
     Documents and to ensure the legality, validity, enforceability or
     admissibility in evidence in its jurisdiction of incorporation of any
     Finance Document.

13.3 COMPLIANCE WITH LAWS

     Each Obligor shall comply in all respects with all laws to which it may be
     subject, if failure so to comply would materially impair its ability to
     perform its obligations under the Finance Documents.


                                       27
<Page>

13.4 NEGATIVE PLEDGE

     (a)  No Obligor shall create or permit to subsist any Security Interest
          over any of its assets.

     (b)  No Obligor shall:

          (i)  sell, transfer or otherwise dispose of any of its assets on terms
               whereby they are or may be leased to or re-acquired by an
               Obligor;

          (ii) sell, transfer or otherwise dispose of any of its receivables on
               recourse terms otherwise than pursuant to the Finance Documents;

          (iii) enter into any arrangement under which money or the benefit of a
               bank or other account may be applied, set-off or made subject to
               a combination of accounts; or

          (iv) enter into any other preferential arrangement having a similar
               effect,

          in circumstances where the arrangement or transaction is entered into
          primarily as a method of raising Financial Indebtedness or of
          financing the acquisition of an asset.

     (c)  Paragraphs (a) and (b) above do not apply to:

          (i)  any lien arising by operation of law and in the ordinary course
               of trading;

          (ii) any Security Interest in favour of Burdale; or

          (iii) any Security Interests arising solely as a result of a title
               retention clause in a supply agreement entered into by any
               Obligor, or arising under conditional sale or hiring agreements
               in respect of goods supplied in the ordinary course of business

13.5 MERGER

     No Obligor shall enter into any amalgamation, demerger, merger or corporate
     reconstruction.

13.6 CHANGE OF BUSINESS

     The Company shall procure that no substantial change is made to the general
     nature of the business of the Company or any Obligor from that carried on
     at the date of this Agreement.

13.7 DEFAULT

     Each Obligor will notify Burdale forthwith upon becoming aware of the
     occurrence of any Default and will provide Burdale with full details of any
     steps which it is taking, or is considering taking, in order to remedy or
     mitigate the effect of the Default.

13.8 DISPOSALS

     No Obligor shall enter into a single transaction or series of transactions
     (whether related or not) and whether voluntary or involuntary to sell,
     lease, transfer or otherwise dispose of any asset save for:


                                       28
<Page>

     (a)  the disposal of Stock in the ordinary course of trading; or

     (b)  the application of cash in the purchase or acquisition of goods and
          services in the ordinary course of trading or in any manner not
          prohibited by any of the Finance Documents; or

     (c)  the disposal of obsolete assets where the proceeds of sale (if any)
          are paid into a Blocked Account; or

     (d)  any disposal in respect of which Burdale has given its prior written
          consent; or

     (e)  the disposal of any asset where the higher of market value or
          consideration receivable (when aggregated with the higher of market
          value or consideration receivable for any other sale, lease, transfer
          or other disposal (other than any permitted under paragraphs (a) to
          (d) above)) does not exceed L10,000 (or its equivalent in another
          currency or currencies) in any financial year and the proceeds of sale
          are paid into a Blocked Account.

13.9 ACQUISITIONS

     No Obligor will, except in the ordinary course of its trade acquire any
     business, undertaking or assets of any kind whatsoever.

13.10 INTRA-GROUP ARRANGEMENTS

     No Obligor will, without obtaining Burdale's prior written consent:

     (a)  pay any dividend or make any other distribution of any of its assets
          to its shareholders or any of them; or

     (b)  pay any other moneys, whether by way of interest, management fees or
          otherwise howsoever, to any affiliate, subsidiary or any shareholder,
          director or employee except for payments in the ordinary course of,
          and pursuant to the reasonable requirements of, trading and on arms
          length commercial terms or permitted by Clause 13.13; or

     (c)  redeem any of its ordinary or preference share capital.

13.11 AUDITS BY BURDALE

     Each Obligor will permit Burdale or its appointed representatives or agents
     at the relevant Obligor's expense to conduct an audit of its financial
     records, systems and forecasts on a quarterly basis or, following a Default
     at more frequent intervals as Burdale may stipulate and will afford all
     co-operation to Burdale and its representatives or agents to enable such
     audit to take place.

13.12 FINANCIAL INDEBTEDNESS

     No Obligor will incur any Financial Indebtedness other than:

     (a)  under the Finance Documents;

     (b)  normal trade credit granted to it in the ordinary course of business;

     (c)  equipment, vehicle and operating leases and hire purchase transactions
          entered into in the ordinary course of business where the total annual


                                       29
<Page>

          Financial Indebtedness for such leases and transactions for the
          Obligors as a whole does not exceed L1,000,000 at any one time;

     (d)  with respect to loans made to it by another Obligor which is a Chargor
          under the Debenture;

     (e)  intercompany indebtedness owed by the Company to Atchison Casting
          Corporation ("ACC") arising from a loan made by ACC to the Company to
          assist with the payment of the purchase price for the shares in
          Sheffield Forgemasters Group Limited; or

     (f)  intercompany indebtedness of an amount not exceeding L3,540,371.94 (or
          its equivalent in other currencies) owed to Affiliates in the United
          States of America and which is to be repaid in full from the proceeds
          of the first Utilisation of the Facilities.

13.13 MAKING LOANS

     No Obligor will be a creditor with respect to any Financial Indebtedness
     except for:

     (a)  the grant of normal trade credit in the ordinary course of its trade;

     (b)  loans made by it to another Obligor which is a Chargor under the
          Debenture; and

     (c)  loans to Affiliates of the Obligors in the United States of America
          made prior to 30 September 2001 PROVIDED THAT:

          (i)  no Obligor may make any such loan unless it first demonstrates to
               the satisfaction of Burdale (acting reasonably) that such loans
               are to be used by such Affiliates solely for working capital
               purposes and, in particular, not in any way which would cause a
               breach of section 151 of the Companies Act 1985; and

          (ii) the outstanding aggregate principal amount of such loans does not
               exceed L6,500,000 at any time;

     (d)  loans to Affiliates of the Obligors in the United States of America
          made after 30 September 2001 PROVIDED THAT no Obligor may make any
          such loan unless:

          (i)  it first demonstrates to the satisfaction of Burdale (acting
               reasonably) that such loans are to be used by such Affiliates
               solely for working capital purposes and, in particular, not in
               any way which would cause a breach of section 151 of the
               Companies Act 1985;

          (ii) the total amount lent by such Obligor in any quarter of the
               Company's financial year is equal to or less than the
               consolidated profit after tax of the Company for the preceding
               quarter (as defined in accordance with GAAP but excluding any
               exceptional or extraordinary profit and as demonstrated by the
               accounts for such quarter delivered to Burdale pursuant to Clause
               14.1(b)); and

          (iii) immediately after making such loan and deducting an amount equal
               to any past due payables of the Obligors at such time, the
               Facility


                                       30
<Page>

               Companies would have at least L4,000,000 have available to them
               for Utilisation.

     (e)  a loan not exceeding L1,000,000 (or its equivalent in other
          currencies) to Fonderie d'Autun SA (a French Affiliate of the
          Obligors).

13.14 BANK ACCOUNTS

     No Obligor will, open or maintain any account of any type with any bank or
     financial institution providing like services other than the Charged
     Accounts.

13.15 INSURANCE

     Each Obligor will:

     (a)  as regards all its assets and property of any kind and businesses
          arrange and maintain in full force and effect insurances (including
          consequential loss, business interruption and public liability and
          damage and other insurances usually maintained by companies carrying
          on the same type of business as its own business) with such insurers
          as Burdale approves and on such terms and in such amounts as Burdale
          may reasonably require and is customary for an enterprise engaged in
          the same or similar business and in the same or similar localities and
          against such risks as Burdale shall reasonably request;

     (b)  procure that Burdale's interest is noted on all policies relating to
          insurances so arranged in such manner as Burdale may in its absolute
          discretion require and will use all reasonable endeavours to ensure
          that Burdale is named as sole loss payee (but without having any
          obligation for premiums);

     (c)  ensure that every policy of insurance contains a standard mortgagee
          clause, whereby such insurance will not be invalidated, vitiated or
          avoided as against a mortgagee in the event of any misrepresentation,
          act, neglect or failure to disclose on the part of the insured
          provided that where the insurers will not agree such terms, terms
          acceptable to Burdale in Burdale's absolute discretion are agreed; and

     (d)  will supply to Burdale copies of all such policies of insurance and
          all endorsements and renewals of such policies;

     (e)  duly and punctually pay all premiums in respect of its insurances and
          not do or omit to do any act, matter or thing whereby any such
          insurance may be or becomes void or voidable at the option of the
          insurers or settle any claim in respect of those insurances without
          the prior written consent of Burdale, such consent not to be
          unreasonably withheld or delayed;

     (f)  it shall comply with, enforce and not waive, release, terminate or
          vary (or agree so to do) any obligations arising under all policies of
          insurance and in particular, but without limitation, it shall notify
          Burdale immediately upon receiving notice from any insurer that the
          details of any insurance policy are to change in any way and upon
          receiving notice from any insurer terminating any insurance policies;

     (g)  in the event that it receives from any insurer notice that such
          insurer is terminating any insurance policy, it shall use all
          reasonable endeavours to enter into an agreement on substantially the
          same terms as those contained in


                                       31
<Page>

          the original insurance policy with such other insurer as approved by
          Burdale and to the extent that the same terms or substantially the
          same terms are not available from the insurer, such terms as are
          acceptable to Burdale in its absolute discretion, to take effect on or
          before the expiry of such notice and shall use all reasonable
          endeavours to procure that such insurer gives to Burdale such
          acknowledgements and undertakings in relation to this Agreement as
          Burdale may in its absolute discretion require;

     (h)  produce to Burdale on request copies of all policies and all receipts
          for the current premiums with respect to the insurance; and

     (i)  immediately give notice to Burdale of any occurrence which gives rise,
          or might give rise, to a claim under any policy of insurance.

     If any Obligor at any time fails to perform any of its obligations
     contained in this Clause, Burdale may effect or renew such insurance as
     Burdale thinks fit and such Obligor shall reimburse Burdale for the costs
     thereby incurred on demand.

13.16 FINANCIAL YEAR END AND CHANGE OF AUDITORS

     Except with the prior written consent of Burdale (not to be unreasonably
     withheld or delayed), no Obligor will alter its financial year end from
     that applicable at the date of this Agreement and each Obligor will procure
     that it has at all times appointed as its auditors a firm of auditors which
     is acceptable to Burdale.

13.17 TAXES

     Each Obligor will promptly pay all Taxes as and when they fall due (other
     than in circumstances where such Taxes are the subject of a dispute being
     carried on properly and in good faith by the relevant Obligor where written
     details of such dispute have been supplied to Burdale (if requested,
     Burdale having been notified of the dispute) or, in the case of PAYE and
     National Insurance contributions, within any permitted grace period or, in
     the case of any other taxes, in accordance with any other arrangements
     agreed with the Inland Revenue or other taxing authority.

13.18 CHANGE OF NAME

     No Obligor will change its name without giving Burdale 30 days' prior
     written notice of the proposed new name and will supply a copy of the
     relevant certificate of incorporation on change of name to Burdale as soon
     as it becomes available.

13.19 NEW LOCATIONS

     No Obligor will move any of its assets to any new location without giving
     Burdale 30 days' prior written notice of the new location and executing and
     delivering to Burdale such access agreements, landlord waivers and other
     documents as Burdale may reasonably require in order to protect its
     interest in such assets.

13.20 STAMP DUTY

     Each Obligor will promptly pay any liability incurred in respect of any
     stamp, registration and similar Tax which is or becomes payable in
     connection with the entry into, registration, performance, enforcement or
     admissibility in evidence of any Finance Document and/or any amendment,
     supplement or waiver of any Finance Document. In the event of any breach of
     this undertaking the relevant Obligor shall immediately pay to Burdale by
     way of liquidated damages the amount of any liability


                                       32
<Page>

     that Burdale may incur as a result of or by reference to such Obligor's
     delay in paying or omission to pay any such Tax.

13.21 ADDITIONAL REPORTS/VALUATIONS

     The Company shall (at its own expense) procure that there are delivered to
     Burdale within 60 days of today's date:

     (a)  a full appraisal of the Stock of the Obligors;

     (b)  a Property Valuation;

     (c)  a certificate of title in relation to the Mortgaged Property in form
          and substance acceptable to Burdale prepared by DLA and addressed to
          Burdale.

     (d)  an Equipment Valuation; and

     (e)  a Phase 1 Environmental Report in respect of the Mortgaged Property,

     in each case prepared by a person acceptable to Burdale (acting reasonably)
     and in a form and substance acceptable to Burdale.

13.22 DORMANT SUBSIDIARIES

     The Company shall procure that each of the Dormant Subsidiaries shall
     remain a Dormant Company.

13.23 RETENTION OF TITLE

     Each Obligor will:

     (a)  within 30 days of today's date provide Burdale with a list of all of
          its creditors whose standard conditions of supply include retention of
          title provisions; and

     (b)  promptly inform Burdale in writing if any of its creditors imposes
          retention of title provisions as part of its conditions of supply to
          such Obligor in addition to those set out in such list.

14.  INFORMATION AND ASSET UNDERTAKINGS

14.1 FINANCIAL INFORMATION

     The Company shall supply to Burdale:

     (a)  as soon as the same become available, but in any event within 120 days
          after the end of each of its financial years:

          (i)  its audited consolidated financial statements for that financial
               year; and

          (ii) the audited financial statements of each Obligor for that
               financial year; and

     (b)  as soon as practicable and in any event within 30 days from the end of
          each monthly management accounting period and in each case in a format
          satisfactory to Burdale, full individual and, if applicable,
          consolidated accounts in each case prepared in Sterling in respect of
          that period for itself and each


                                       33
<Page>

          other Obligor including Stock figures and valuations for that month, a
          breakdown of the value and identity of preferential creditors for that
          month and details of all input and output VAT;

     (c)  copies of all notices, circulars, reports and statements sent to any
          Obligor's shareholders or creditors generally (or any class of them)
          at the same time as they are made available to such shareholders or
          creditors; and

     (d)  such further information relating to the financial condition or
          operations of it or any Obligor which Burdale may reasonably require
          at such time as Burdale may reasonably require it.

14.2 REQUIREMENTS AS TO FINANCIAL STATEMENTS

     Each set of financial statements delivered by the Company pursuant to
     Clause 14.1 shall be certified by a director of the relevant company
     without personal liability as fairly representing its financial condition
     as at the date as at which those financial statements were drawn up and the
     Company shall procure that each set of financial statements delivered
     pursuant to Clause 14.1 is prepared using GAAP and consistently with the
     policies and practices adopted by the relevant company for the preparation
     of such accounts as at today's date.

14.3 REPORTING REGARDING RECEIVABLES, STOCK AND EQUIPMENT

     Each Facility Company will provide Burdale with the following documents
     with all amounts expressed in Sterling and otherwise in a form satisfactory
     to Burdale:

     (a)  on a daily basis with a schedule of Receivables, collections received
          and credits issued and on a monthly basis with a stock report
          substantially in the form set out in Part I of Schedule 4 and on an
          annual basis with an Equipment report together with such further
          information reports and copies of documents regarding Receivables,
          Stock and Equipment as Burdale may from time to time reasonably
          request;

     (b)  as soon as practicable and in any event within 15 days of the end of
          each month or more frequently as Burdale may reasonably request:

          (i)  ageings of creditors and Receivables with details of all dated
               invoices; and

          (ii) full details of all Stock by category, location and supplier;

          all in a format to be agreed with Burdale (acting reasonably); and

     (c)  on a daily basis, details of any Receivables which have become or are
          purported to be, by the relevant account debtor or otherwise, subject
          to any prohibitions or restriction on charge or assignment.

14.4 REPORTING REGARDING ACCOUNT DEBTORS

     (a)  NOTIFICATION: Each Facility Company will notify Burdale promptly of:

          (i)  any material delay in such Facility Company's performance of any
               of its obligations to any account debtor or the assertion of any
               claims, offsets, defences or counterclaims by any account debtor,
               or any material


                                       34
<Page>

               disputes with account debtors, or any settlement, adjustment or
               compromise of any such matter;

          (ii) all material adverse information known to such Facility Company
               relating to the financial condition of any account debtor; and

          (iii) any event or circumstance which, to such Facility Company's
               knowledge, would cause Burdale to consider any then existing
               Receivables as no longer constituting Eligible Receivables.

     (b)  DISPUTES AND SETTLEMENTS WITH ACCOUNT DEBTORS: No credit, discount,
          allowance or extension or agreement for any of the foregoing will be
          granted to any account debtor without Burdale's consent, except in the
          ordinary course of the relevant Facility Company's business in
          accordance with proper practices and policies operated by the relevant
          Facility Company prior to the date of this Agreement. At any time
          while an Event of Default is outstanding, Burdale will, at its option,
          have the exclusive right to settle, adjust or compromise any claim,
          offset, counterclaim or dispute with any account debtor and to grant
          any credits, discounts or allowances in relation to such matters.

     (c)  RETURN OF STOCK: Each Facility Company will promptly report to Burdale
          any return of Stock by an account debtor where that Stock has a value
          in excess of L50,000. At any time that any Stock (irrespective of its
          value) is returned, reclaimed or repossessed, the related Receivable
          will be deemed an Ineligible Receivable. In the event any account
          debtor returns Stock when an Event of Default has occurred and is
          continuing, such Facility Company will, upon Burdale's request:

          (i)  hold the returned Stock on trust for Burdale;

          (ii) segregate all returned Stock from all of its other property;

          (iii) dispose of the returned Stock solely according to Burdale's
               instructions; and

          (iv) not issue any credits, discounts or allowances with respect to
               such returned stock without Burdale's prior written consent.

14.5 VERIFICATION

     Burdale will have the right from time to time, in the name of any nominee,
     to verify the validity, amount or any other matter relating to any
     Receivable or other asset of any Obligor, by mail, telephone, facsimile or
     otherwise.

14.6 RIGHTS AFTER A DEFAULT

     (a)  DEALING WITH ASSETS: Burdale may, at any time that a Default has
          occurred and is continuing and without prejudice to any of its rights
          under Clause 16.2 or otherwise under this Agreement or any other
          Finance Document:

          (i)  extend the time of payment of, compromise, settle or adjust for
               cash, credit, return of merchandise or otherwise, and upon any
               terms or conditions, any and all Receivables and thereby
               discharge or release any account debtor or any other party or
               parties in any way liable for payment of any Receivable without
               affecting any of the Receivables, demand or enforce payment of
               any Receivables, but without any duty to


                                       35
<Page>

               do so, and Burdale will not be liable for its failure to enforce
               the payment of any Receivable nor for the negligence of its
               agents or attorneys with respect to any Receivable; and

          (ii) take whatever other action Burdale may deem necessary for the
               protection of its interests in any assets subject to a Security
               Interest under the Security Documents.

     (b)  NOTICE TO DEBTORS: At any time that a Default is outstanding, Burdale
          or its nominee may, at Burdale's discretion as the case may be do any
          of the following:

          (i)  having given prior notification to the Company, notify any or all
               account debtors that the Receivables have been assigned to
               Burdale and that payments in respect of Receivables are to be
               redirected to such account as is specified by Burdale;

          (ii) request the relevant Facility Company to give the notification
               referred to in Clause 14.6(b)(i) above and/or to ensure that all
               invoices and statements in respect of Receivables issued to the
               account debtors state the information referred to in Clause
               14.6(b)(i); and

          (iii) direct any or all relevant account debtors to make all payments
               in respect of Receivables direct to Burdale at such account as
               Burdale may specify.

     (c)  ORIGINALS: At any time that an Event of Default is outstanding, each
          Facility Company will deliver to Burdale the originals of all
          documents evidencing the sale and delivery of goods or the performance
          of services giving rise to any Receivables as Burdale may require.

14.7 UNDERTAKINGS REGARDING STOCK

     With respect to the Stock:

     (a)  each Facility Company will at all times maintain perpetual stock
          records reasonably satisfactory to Burdale, keeping correct and
          accurate records itemising and describing the kind, type, quality and
          quantity of Stock, such Facility Company's cost in relation to such
          Stock and daily withdrawals from and additions to the Stock;

     (b)  each Facility Company will conduct a physical count of the Stock at
          least once each year and at any time or times as Burdale may request
          while an Event of Default is outstanding, and promptly following such
          physical count will supply Burdale with a report in a form and
          containing such specific information as may be reasonably satisfactory
          to Burdale concerning such physical count;

     (c)  no Facility Company will remove any Stock from property which is owned
          and controlled by it or any other Obligor or to or from a public
          warehouse without the prior written consent of Burdale, except for
          sales of Stock in the ordinary course of the relevant Facility
          Company's trade and except to move Stock directly from such property
          to another location previously agreed to by Burdale;


                                       36
<Page>

     (d)  upon Burdale's request, each Facility Company will, at its expense,
          not more than once in any twelve month period, but at any time or
          times as Burdale may request while an Event of Default is outstanding,
          deliver or cause to be delivered to Burdale written reports or
          appraisals regarding the Stock in form and substance acceptable to
          Burdale and by an appraiser acceptable to Burdale, addressed to
          Burdale and upon which Burdale is expressly permitted to rely;

     (e)  each Facility Company will produce, use, store and maintain the Stock
          with all reasonable care and caution and in accordance with applicable
          standards relating to any insurance and in conformity with applicable
          laws and regulations;

     (f)  each Facility Company assumes all responsibility and liability arising
          from or relating to the production, use, sale or other disposition of
          the Stock;

     (g)  in respect of Stock exceeding L10,000, no Facility Company will,
          without prior notice to Burdale, sell such Stock to any customer on
          sale or return, or on any other basis which entitles the customer to
          return or may oblige such Facility Company or any other Obligor to
          repurchase such Stock; and

     (h)  each Facility Company will keep the Stock in good and marketable
          condition and will not, without the prior written consent of Burdale,
          acquire or accept any consignment Stock.

14.8 BURDALE'S RIGHT TO CURE

     Burdale may, at its option:

     (a)  after giving five days notice to the Company, cure any default by any
          Facility Company under any agreement with an account debtor in respect
          of a Receivable (other than bona fide disputes in the ordinary course
          of the relevant Facility Company's business where no Event of Default
          has occurred and is continuing) or under any other agreement with a
          third party as may be required by Burdale in good faith to facilitate
          the collection of the Receivables or to enable Burdale to have access
          to any assets subject to a Security Interest under the Security
          Documents;

     (b)  after giving five days notice to the Company, pay or make a bond in
          respect of or appeal any judgment entered into against any Facility
          Company which, upon execution, attachment or the exercise of any
          similar remedy in respect of such judgment, would result in a Security
          Interest being imposed on the assets of any Obligor or would impair
          Burdale's ability to obtain possession of, realise or collect any
          assets subject to a Security Interest under the Security Documents;

     (c)  discharge taxes, Security Interests or other encumbrances at any time
          levied on or existing with respect to any assets of any Obligor; and

     (d)  pay any amount, incur any expense or perform any act including without
          limitation the payment to any creditors in respect of plant and/or
          machinery, which, in Burdale's judgment, is necessary or appropriate
          to reserve, protect, insure or maintain the assets subject to a
          Security Interest under the Security Documents and the rights of
          Burdale with respect to them.


                                       37
<Page>

     Any monies so expended or costs so incurred by Burdale shall be repayable
     by the relevant Obligor on demand. Burdale will be under no obligation to
     effect any such cure or payment or incur any such cost and will not, by
     doing so, be deemed to have assumed any obligation or liability of the
     Facility Company. Any payment made or other action taken by Burdale under
     this Clause will be without prejudice to any right it may have to assert an
     Event of Default under this Agreement and to proceed accordingly.

14.9 ACCESS TO PROPERTY

     From time to time as requested by Burdale on one Business Day's notice
     except in the case of emergency as determined by Burdale (but subject to
     Clause 17.1(d) regarding daily charge rates), at the cost and expense of
     the Company:

     (a)  Burdale or its nominee will have complete access to all of each
          Obligor's premises during normal business hours and having given prior
          notice to the Company, or at any time and without notice to the
          Company if an Event of Default is continuing, for the purposes of
          inspecting, verifying and auditing the Obligors' books, records and
          assets;

     (b)  each Obligor will promptly furnish to Burdale or any such nominee such
          copies of or extracts from such books and records as may be reasonably
          requested from any Obligor.

15.  GUARANTEE AND INDEMNITY

15.1 GUARANTEE AND INDEMNITY

     Each Guarantor irrevocably and unconditionally jointly and severally:

     (a)  guarantees to Burdale punctual performance by each Facility Company of
          all that Facility Company's obligations under the Finance Documents;

     (b)  undertakes with Burdale that whenever a Facility Company does not pay
          any amount when due under or in connection with any Finance Document,
          that Guarantor shall immediately on demand pay that amount as if it
          was the principal obligor; and

     (c)  indemnifies Burdale immediately on demand against any cost, loss or
          liability suffered by Burdale if any obligation guaranteed by it is or
          becomes unenforceable, invalid or illegal. The amount of the cost,
          loss or liability shall be equal to the amount which Burdale would
          otherwise have been entitled to recover.

15.2 CONTINUING GUARANTEE

     This guarantee is a continuing guarantee and will extend to the ultimate
     balance of sums payable by any Obligor under the Finance Documents,
     regardless of any intermediate payment or discharge in whole or in part.

15.3 REINSTATEMENT

     If any payment by an Obligor or any discharge given by Burdale (whether in
     respect of the obligations of any Obligor or any security for those
     obligations or otherwise) is avoided or reduced as a result of insolvency
     or any similar event:


                                       38
<Page>

     (a)  the liability of each Obligor shall continue as if the payment,
          discharge, avoidance or reduction had not occurred; and

     (b)  Burdale shall be entitled to recover the value or amount of that
          security or payment from each Obligor, as if the payment, discharge,
          avoidance or reduction had not occurred.

15.4 WAIVER OF DEFENCES

     The obligations of each Guarantor under this Clause 15 will not be affected
     by an act, omission, matter or thing which, but for this Clause, would
     reduce, release or prejudice any of its obligations under this Clause 15
     (without limitation and whether or not known to it or Burdale) including:

     (a)  any time, waiver or consent granted to, or composition with, any
          Obligor or other person;

     (b)  the release of any other Obligor or any other person under the terms
          of any composition or arrangement with any creditor of any Obligor or
          any other person;

     (c)  the taking, variation, compromise, exchange, renewal or release of, or
          refusal or neglect to perfect, take up or enforce, any rights against,
          or security over assets of, any Obligor or other person or any
          non-presentation or non-observance of any formality or other
          requirement in respect of any instrument or any failure to realise the
          full value of any security;

     (d)  any incapacity or lack of power, authority or legal personality of or
          dissolution or change in the members or status of an Obligor or any
          other person;

     (e)  any amendment (however fundamental) or replacement of a Finance
          Document or any other document or security;

     (f)  any unenforceability, illegality or invalidity of any obligation of
          any person under any Finance Document or any other document or
          security; or

     (g)  any insolvency or similar proceedings.

15.5 IMMEDIATE RECOURSE

     Each Guarantor waives any right it may have of first requiring Burdale to
     proceed against or enforce any other rights or security or claim payment
     from any person before claiming from that Guarantor under this Clause 15.
     This waiver applies irrespective of any law or any provision of a Finance
     Document to the contrary.

15.6 APPROPRIATIONS

     Until all amounts which may be or become payable by the Obligors under or
     in connection with the Finance Documents have been irrevocably paid in
     full, Burdale may:

     (a)  refrain from applying or enforcing any other moneys, security or
          rights held or received by Burdale in respect of those amounts, or
          apply and enforce the same in such manner and order as it sees fit
          (whether against those amounts or otherwise) and no Guarantor shall be
          entitled to the benefit of the same; and


                                       39
<Page>

     (b)  hold in an interest-bearing suspense account any moneys received from
          any Guarantor or on account of any Guarantor's liability under this
          Clause 15.

15.7 DEFERRAL OF GUARANTORS' RIGHTS

     Until all amounts which may be or become payable by the Obligors under or
     in connection with the Finance Documents have been irrevocably paid in full
     and unless Burdale otherwise directs, no Guarantor will exercise any rights
     which it may have by reason of performance by it of its obligations under
     the Finance Documents:

     (a)  to be indemnified by an Obligor;

     (b)  to claim any contribution from any other guarantor of any Obligor's
          obligations under the Finance Documents; and/or

     (c)  to take the benefit (in whole or in part and whether by way of
          subrogation or otherwise) of any of Burdale's rights under the Finance
          Documents or of any other guarantee or security taken pursuant to, or
          in connection with, the Finance Documents by Burdale.

15.8 ADDITIONAL SECURITY

     This guarantee is in addition to and is not in any way prejudiced by any
     other guarantee or security now or subsequently held by Burdale.

16.  EVENTS OF DEFAULT

16.1 DEFAULT

     Each of the events or circumstances specified below constitutes an Event of
     Default:

     (a)  PAYMENT DEFAULT: Any Obligor does not pay on its due date any amount
          payable by it under the Finance Documents at the place and in the
          currency in which it is expressed to be payable or, where such failure
          is due to a technical or administrative failure within the banking
          system (which is not attributable to the relevant Obligor), within two
          Business Days of such due date.

     (b)  BREACH OF OTHER OBLIGATIONS:

          (i)  Any Obligor does not comply with its obligations or undertakings
               under, or there is a breach of any of Clauses 13.4, 13.8, 13.12,
               13.15, 13.21 or 13.23(a).

          (ii) Any Obligor does not comply with any of its obligations or
               undertakings under any of the Finance Documents (other than those
               referred to in Clause 16.1(a) or 16.1(b)(i)) and, where such
               failure is capable of remedy, such Obligor fails to remedy the
               same within twenty Business Days of the relevant Obligor becoming
               aware of the failure to comply.

     (c)  MISREPRESENTATION: Any representation or warranty made or repeated in
          connection with any Finance Document or any other document delivered
          by or on behalf of any Obligor under or in connection with any Finance
          Document is or proves to have been incorrect or misleading in any
          material respect when made or deemed to be made.


                                       40
<Page>

     (d)  INVALIDITY: Any provision of any of the Finance Documents is not, or
          is alleged by any Obligor not to be binding on or enforceable against
          any Obligor or effective to create any security intended to be created
          by it.

     (e)  CROSS-DEFAULT:

          (i)  Any Financial Indebtedness of any Obligor exceeding L50,000 (or
               its equivalent in other currencies) in aggregate is not paid when
               due.

          (ii) An event of default howsoever described occurs under any document
               relating to Financial Indebtedness of any Obligor exceeding
               L50,000 (or its equivalent in other currencies).

          (iii) Any Security Interest securing Financial Indebtedness over any
               asset of any Obligor becomes enforceable.

          (iv) An amount exceeding L50,000 in aggregate owed to trade creditors
               of any Obligor remains outstanding for a period exceeding 20
               Business Days following the expiry of any relevant customary
               trade credit period.

     (f)  CREDITORS' PROCESS: Any attachment, sequestration, distress or
          execution affects any asset of any Obligor and is not discharged
          within 14 days.

     (g)  INSOLVENCY:

          (i)  Any Obligor is unable or admits inability to pay its debts as
               they fall due, suspends making payments on any of its debts or,
               by reason of actual or anticipated financial difficulties,
               commences negotiations with one or more of its creditors with a
               view to rescheduling any of its indebtedness.

          (ii) The value of the assets of any Obligor is less than its
               liabilities (taking into account contingent and prospective
               liabilities).

          (iii) A moratorium is declared in respect of any indebtedness of any
               Obligor.

     (h)  INSOLVENCY PROCEEDINGS:

          Any corporate action, legal proceedings or other procedure or step is
          taken in relation to:

          (i)  the suspension of payments, a moratorium of any indebtedness,
               winding-up, dissolution, administration or reorganisation (by way
               of voluntary arrangement, scheme of arrangement or otherwise) of
               any Obligor;

          (ii) a composition, assignment or arrangement with any creditor of any
               Obligor;

          (iii) the appointment of a liquidator, receiver, administrator,
               administrative receiver, compulsory manager or other similar
               officer in respect of any Obligor or any of its assets; or

          (iv) enforcement of any Security Interest over any assets of any
               Obligor,

          or any analogous procedure or step is taken in any jurisdiction.


                                       41
<Page>

     (i)  CESSATION OF BUSINESS: Any Obligor ceases, or threatens to cease, to
          carry on all or a substantial part of its business.

     (j)  AUTHORISATIONS: Any authorisation or other requirement necessary to
          enable any Obligor to comply with any of its obligations under the
          Finance Documents or for Burdale to enter into this Agreement and make
          available and/or maintain the Facilities or any of them is revoked or
          withheld or does not remain in full force and effect or is materially
          and adversely modified.

     (k)  UNLAWFULNESS: It is or becomes unlawful for any Obligor to perform any
          of its obligations under the Finance Documents.

     (l)  CHANGE OF CONTROL: Any single person or group of persons acting in
          concert (as defined in the City Code on Takeovers and Mergers) not
          having control of the Company directly or indirectly as at today's
          date, acquires or agrees to acquire control (as defined in Section 416
          of the Income and Corporation Taxes Act 1988) of the Company.

     (m)  CHARGED ACCOUNT ARRANGEMENTS: Any bank repudiates or purports to
          terminate the arrangements set out in the Debenture in relation to any
          Charged Account or a cash-sweep or payment required to be made under
          any Finance Document from a Charged Account is not made in the amount
          and manner required unless such non-payment arises by reason of an
          administrative oversight and is corrected within 5 Business Days.

     (n)  MATERIAL ADVERSE EFFECT: An event or series of events occurs which in
          Burdale's reasonable opinion constitutes or could reasonably be
          expected to constitute a Material Adverse Effect.

16.2 ACTION ON DEFAULT

     Upon the occurrence of any Event of Default and whilst the same is
     continuing, and without prejudice to any of Burdale's rights under this
     Agreement, Burdale may, by notice to the Company:

     (a)  declare that an Event of Default has occurred; and/or

     (b)  declare that the Facilities or any of them shall be cancelled,
          whereupon the Facilities or such of them (as the case may be) shall be
          so cancelled and all fees (including without limitation pursuant to
          Clause 7.6(b)) payable in relation to the Facilities or such of them
          (as the case may be) shall become immediately due and payable; and/or

     (c)  declare that some or all of the Loans, together with accrued interest
          and all other amounts accrued, be immediately due and payable,
          whereupon they shall become immediately due and payable; and/or

     (d)  declare that some or all of the Loans, together with accrued interest
          and all other amounts accrued, be payable on demand, whereupon they
          shall immediately become payable on demand (and in the event of any
          such demand those Loans, such interest and such other amounts shall be
          immediately due and payable); and/or

     (e)  declare that the Company shall forthwith pay or procure the payment to
          Burdale of a sufficient sum to cover the amount of all Outstanding
          Purchase


                                       42
<Page>

          Price and/or any contingent obligations of Burdale under any
          outstanding L/Cs and/or any contingent obligation of Burdale under any
          Forex Transaction, whereupon the same shall become immediately due and
          payable.

16.3 APPOINTMENT OF INSOLVENCY OFFICER

     If any liquidator, trustee in bankruptcy, judicial custodian, compulsory
     manager, receiver, administrative receiver, administrator or any other
     insolvency officer is appointed in respect of any Obligor or any part of
     its assets (whether on the application or with the consent of Burdale or
     otherwise) then Burdale may (with or without it first having exercised any
     of its other rights under the Finance Documents), by notice to the Company,
     declare that the fee specified in Clause 7.6(b) be immediately due and
     payable or, at Burdale's option, payable upon demand as if the Facility
     Limit at such time had been reduced to zero, whereupon such fee shall
     become immediately due and payable or payable on demand (as the case may
     be).

17.  COSTS, EXPENSES AND FEES

17.1 INITIAL AND GENERAL COSTS

     The Company shall pay to Burdale on demand the amount of all costs and
     expenses (including legal fees) incurred by it:

     (a)  in the negotiation, preparation, printing and execution of the Finance
          Documents (including any Finance Documents executed after today's
          date);

     (b)  in relation to any amendment, waiver, consent or suspension of rights
          requested by or on behalf of any Obligor relating to a Finance
          Document;

     (c)  in remitting loan proceeds, collecting cheques and other items of
          payment, and establishing and maintaining the Charged Accounts,
          together with Burdale's associated and customary charges and fees;

     (d)  as out-of-pocket expenses and costs from time to time (including prior
          to today's date) during the course of periodic field examinations of
          the Obligors' assets and operations, plus a daily charge at the rate
          of L500 for Burdale's examiners in the field and office for up to four
          such periodic field examinations in any 12 month period prior to a
          Default and for any other or additional field examinations on and
          after the occurrence of a Default; and

     (e)  in respect of the reports and valuations specified in Clause 13.21.

17.2 VALUATION

     (a)  Immediately upon demand, the Company shall pay the costs of:

          (i)  the Property Valuation and the Equipment Valuation carried out
               prior to first utilisation of the Facilities;

          (ii) any Property Valuation and any Equipment Valuation under Clause
               17.2(b) or 17.2(d).

     (b)  Burdale may request a Property Valuation or an Equipment Valuation:

          (i)  once in each period of 12 months commencing today's date; and


                                       43
<Page>

          (ii) at any time if a Default is outstanding.

     (c)  Burdale may also call for a Property Valuation or an Equipment
          Valuation at any time at its own cost.

     (d)  If the results of the written searches carried out after today's date
          in respect of any Mortgaged Property are in any respect materially and
          adversely different from the results of the personal searches in
          respect of such Mortgaged Property carried out before today's date,
          Burdale may refer such matters to the valuer who prepared the then
          most recent Property Valuation to consider and revise (if appropriate)
          the then most recent Property Valuation in respect of such Mortgaged
          Property.

17.3 ENFORCEMENT COSTS

     The Company shall pay to Burdale on demand the amount of all costs and
     expenses (including legal fees and VAT) incurred by it in:

     (a)  the enforcement of, or the preservation of any rights under, any
          Finance Document; or

     (b)  investigating any Default.

17.4 FEES

     (a)  FACILITY FEE: The Company will pay to Burdale today a facility fee
          equal to 2% on the amount of the Facility Limit.

     (b)  COMMITMENT FEE: The Company will pay to Burdale a commitment fee
          computed at the rate of 0.25% on the daily undrawn/unutilised balance
          of the Facility Limit. Accrued Commitment Fee shall be payable monthly
          in arrears from today's date and also on the date on which all the
          Facilities are terminated. Commitment fee shall accrue from day to day
          and be calculated on the basis of a 365 day year and for the actual
          number of days elapsed.

     (c)  MONITORING FEE: The Company will pay to Burdale an annual monitoring
          fee of L108,000. Such fee shall fall due for payment on today's date
          and thereafter on each anniversary of today's date and (subject to the
          operation of Clause 16.2) shall be paid by the Company in equal
          quarterly instalments in advance with the first payment to be made on
          today's date.

     (d)  L/C FEE: Each Facility Company will pay to Burdale on the first
          Business Day of each month a fee equal to:

          (i)  in relation to any L/C which is a performance bond, 0.375% per
               quarter or part quarter; and

          (ii) in relation to any other L/C, 2.6% per annum,

          in each case on the face amount of each L/C issued at such Facility
          Company's request in respect of the period between the date of issue
          of the L/C and the End Date of such L/C. The fee shall be calculated
          on the basis of a 365 day year and shall be paid monthly in arrears
          and on the End Date of such L/C.


                                       44
<Page>

18.  INDEMNITIES

18.1 CURRENCY INDEMNITY

     If any amount payable by any Obligor under or in connection with any of the
     Finance Documents is received by Burdale in a currency other than that
     agreed to be payable under the Finance Documents, whether as a result of
     any judgment or order or other enforcement, the liquidation or bankruptcy
     of any Obligor or otherwise howsoever and the amount produced by converting
     the currency so received into the agreed currency is less than the relevant
     amount of the agreed currency, then the relevant Obligor will as an
     independent obligation indemnify Burdale for the deficiency and any loss
     sustained as a result. Such conversion will be made at the Exchange Rate,
     on such date and in such market as is determined by Burdale as being most
     favourable for such conversion. The relevant Obligor will in addition pay
     the costs of such conversion.

18.2 FOREIGN EXCHANGE INDEMNITY

     Each Facility Company will indemnify and hold Burdale harmless from and
     against any and all losses, claims, damages, liabilities, costs and
     expenses which Burdale may suffer or incur in connection with any Forex
     Transaction and any documents, drafts or financial information relating to
     such Forex Transaction, including, but not limited to, any losses, claims,
     damages, liabilities, costs and expenses due to any action taken by any
     counterparty with respect to any Forex Transaction, except for any such
     losses, claims, damages, liabilities, costs and expenses suffered or
     incurred by Burdale as a result of its gross negligence or wilful
     misconduct. Each Facility Company assumes all risks with respect to the
     acts or omissions of any counterparty to any Forex Transaction and for such
     purposes the counterparty will be deemed such Facility Company's agent.
     Each Facility Company assumes all risks for, and agrees to pay, all foreign
     and local taxes, duties and levies relating to any transaction pursuant to
     the Forex Transactions or any documents, drafts or financial information
     relating to such Forex Transaction. Each Facility Company releases and
     holds Burdale harmless from and against any acts, waivers, errors, delays
     or omissions, whether caused by such Facility Company, by any counterparty
     or otherwise with respect to or relating to any Forex Transaction.

18.3 OTHER INDEMNITIES

     The Company will (or will procure that an Obligor will) indemnify Burdale
     on demand against any loss or liability which Burdale incurs as a result
     of:

     (a)  the occurrence of any Default;

     (b)  any payment of principal or other amount being received from any
          source otherwise than on its due date under this Agreement;

     (c)  any Utilisation not being effected after a Facility Company has
          delivered a Request in respect of such Utilisation other than as a
          result of Burdale's negligence or default;

     (d)  any prepayment or provision of cash collateral by any Obligor not
          being made in accordance with the terms of this Agreement.

     In each case the Company's liability includes (without limitation) loss or
     expense on account of funds borrowed, contracted for or utilised to fund
     any amount payable


                                       45
<Page>

     under any Finance Document and on account of any security given by Burdale
     in relation to those funds and in relation to any amount repaid or prepaid
     in relation to any Finance Document.

19.  NOTICES

19.1 DELIVERY AND RECEIPT

     (a)  Any communications to be made under or in connection with the Finance
          Documents shall be made in writing, may be made by letter or facsimile
          and shall be deemed to be given as follows:

          (i)  if by way of letter, when it has been left at the relevant
               address or two Business Days after being deposited in the post
               with postage prepaid in an envelope addressed to it at that
               address; and

          (ii) if by facsimile, when received in legible form,

          save that any notice delivered or received on a non-Business Day or
          after business hours shall be deemed to be given on the next Business
          Day at the place of delivery or receipt.

     (b)  Any communication or document made or delivered to the Company in
          accordance with this Clause will be deemed to have been made or
          delivered to each of the Obligors.

19.2 ADDRESSES

     (a)  The Company's and each other Obligor's address and facsimile number
          for notices are:

          Atchison Casting UK Limited
          P O Box 1332
          Talos House
          Hawke Street,
          Sheffield S9 2WZ

          Facsimile no:            0114 243 2216
          For the attention of:    Philip Barrett

          or such as the Company may notify to Burdale by not less than 10 days'
          notice.

     (b)  Burdale's address and facsimile number for notices are:

          53 Queen Anne Street
          London W1G 9HP

          Facsimile no:            020 7935 5445
          For the attention of:    Company Secretary

          or such as Burdale may notify to the Company by not less than 10 days'
          notice.


                                       46
<Page>

20.  MISCELLANEOUS PROVISIONS

20.1 REMEDIES AND WAIVERS

     The rights of Burdale under the Finance Documents:

     (a)  may be exercised as often as necessary;

     (b)  are cumulative and not exclusive of its rights under the general law;
          and

     (c)  may be waived only in writing and specifically.

     Delay in exercising or non-exercise of any right shall not be deemed to be
     a waiver of that right.

20.2 INVALIDITY

     If, at any time, any provision of any Finance Document is or becomes
     invalid, illegal or unenforceable in any respect under any law, the
     validity, legality and enforceability of the remaining provisions will not
     in any way be affected or impaired.

20.3 CHANGE OF CURRENCY

     (a)  Unless otherwise prohibited by law, if more than one currency or
          currency unit are at the same time recognised by the central bank of
          any country as the lawful currency of that country, then:

          (i)  any reference in the Finance Documents to, and any obligations
               arising under the Finance Documents in, the currency of that
               country shall be translated into, or paid in, the currency or
               currency unit of that country designated by Burdale (after
               consultation with the Facility Companies); and

          (ii) any translation from one currency or currency unit to another
               shall be at the official rate of exchange recognised by the
               central bank for the conversion of that currency or currency unit
               into the other, rounded up or down by Burdale (acting
               reasonably).

     (b)  If a change in any currency of a country occurs, this Agreement will,
          to the extent Burdale (acting reasonably and after consultation with
          the Facility Companies) specifies to be necessary, be amended to
          comply with any generally accepted conventions and market practice in
          the London interbank market and otherwise to reflect the change in
          currency.

20.4 ACCOUNTS

     In any litigation or arbitration proceedings arising out of or in
     connection with a Finance Document, the entries made in the accounts
     maintained by Burdale are prima facie evidence of the matters to which they
     relate.

20.5 CERTIFICATES AND DETERMINATIONS

     Any certification or determination by Burdale of a rate or amount under any
     Finance Document is, in the absence of manifest error, conclusive evidence
     of the matters to which it relates.


                                       47
<Page>

20.6 DISCLOSURE OF INFORMATION

     Burdale may disclose to any person with whom it is proposing to enter into
     (or has entered into) any kind of assignment or transfer in relation to
     this Agreement any information concerning the Obligors as Burdale may in
     its discretion think fit provided such person is bound by a professional
     code of confidentiality or has signed a confidentiality agreement by which
     it agrees to keep all details disclosed confidential to itself and its
     professional advisers, and may advertise or publicise in such publications
     and to such persons as Burdale may in its discretion think fit such
     particulars of this transaction as Burdale may in its absolute discretion
     deem appropriate.

20.7 COUNTERPARTS

     This Agreement may be executed in any number of counterparts and all of
     such counterparts taken together will be deemed to constitute one and the
     same instrument.

21.  GOODS AND DOCUMENTS

21.1 PLEDGE

     All Goods and Documents are hereby and shall upon despatch from the
     supplier of any Goods be deemed to be pledged by the relevant Facility
     Company to Burdale and the Goods and the proceeds of all insurances in
     relation to them and all sales of them and all of the relevant Facility
     Company's rights as unpaid seller of them shall be a continuing security
     for the payment and discharge in full of all of the obligations of the
     relevant Facility Company under the Finance Documents.

21.2 PERFECTION OF PLEDGE

     Burdale shall be entitled at its option to obtain possession of the Goods
     in order to perfect the pledge made by Clause 21.1 and in this regard the
     relevant Facility Company assigns to Burdale its right, title and interest
     in and to the Documents and all claims and rights arising from them and the
     relevant Facility Company irrevocably and unconditionally authorises
     Burdale to do all such things as may be necessary to clear the Goods, take
     possession of them and realise the Goods in reduction of the relevant
     Facility Company's indebtedness to Burdale and in this regard the relevant
     Facility Company irrevocably appoints Burdale acting through any one of
     Burdale's directors as the relevant Facility Company's agent to sign all
     such documents and do all such things on the relevant Facility Company's
     behalf as may be necessary to give effect to the provisions of this Clause
     21.2.

21.3 TRUST RECEIPTS

     The Goods and the Documents shall only be released to the relevant Facility
     Company by Burdale against receipt by Burdale of a duly executed trust
     receipt from the relevant Facility Company in Burdale's standard form (from
     time to time) and if, for any reason, no such trust receipt is executed by
     the relevant Facility Company in respect of any Goods or Documents, such
     Goods or Documents shall be deemed to be subject to a trust receipt in such
     form.

21.4 SEPARATION

     Each Facility Company undertakes to keep the Documents and the Goods
     separate


                                       48
<Page>

     and distinct from any other bills of lading, documents of title or goods.

22.  CHANGES TO PARTIES

22.1 ASSIGNMENTS AND TRANSFER BY OBLIGORS

     No Obligor may assign any of its rights or transfer any of its rights or
     obligations under the Finance Documents.

22.2 ADDITIONAL FACILITY COMPANIES

     The Company may request that any of its Subsidiaries becomes an Additional
     Facility Company. That Subsidiary shall become an Additional Facility
     Company if:

     (a)  Burdale approves the addition of that Subsidiary as an Additional
          Facility Company;

     (b)  the Company delivers to Burdale a duly completed and executed
          Accession Letter;

     (c)  the Company confirms that no Default is continuing or would occur as a
          result of that Subsidiary becoming an Additional Facility Company; and

     (d)  Burdale has received all of the documents and other evidence listed in
          Part II of Schedule 2 in relation to that Additional Facility Company,
          each in form and substance satisfactory to Burdale.

22.3 ADDITIONAL GUARANTORS

     The Company shall procure that each of its Subsidiaries (other than any
     Dormant Subsidiary for such time as it remains a Dormant Company) is a
     Guarantor. With respect to any company which becomes a Subsidiary of the
     Company (other than any Dormant Subsidiary for such time as it remains a
     Dormant Company) after today's date, the Company shall procure that such
     Subsidiary becomes an Additional Guarantor by delivering to Burdale
     (promptly upon such company becoming a Subsidiary):

     (a)  a duly completed and executed Accession Letter; and

     (b)  all of the documents and other evidence listed in Part II of Schedule
          2 in relation to that Additional Guarantor, each in form and substance
          satisfactory to Burdale.

22.4 REPETITION OF REPRESENTATIONS

     Delivery of an Accession Letter constitutes confirmation by the relevant
     Subsidiary that the representations and warranties in Clause 12 are true
     and correct in relation to it as at the date of delivery as if made by
     reference to the facts and circumstances then existing.

22.5 TRANSFER BY BURDALE

     Burdale may at any time assign, transfer, delegate or offer participations
     in all or a proportion of all its rights and obligations under the Finance
     Documents to any other bank or financial institution.


                                       49
<Page>

23.  GOVERNING LAW AND JURISDICTION

23.1 GOVERNING LAW

     This Agreement is governed by English law.

23.2 JURISDICTION

     (a)  The courts of England have exclusive jurisdiction to settle any
          dispute arising out of or in connection with this Agreement (including
          a dispute regarding the existence, validity or termination of this
          Agreement) (a "DISPUTE").

     (b)  The parties agree that the courts of England are the most appropriate
          and convenient courts to settle Disputes and accordingly no party will
          argue to the contrary.

     (c)  This Clause 23.2 is for the benefit of Burdale only. As a result,
          Burdale shall not be prevented from taking proceedings relating to a
          Dispute in any other courts with jurisdiction. To the extent allowed
          by law, Burdale may take concurrent proceedings in any number of
          jurisdictions.

23.3 SERVICE OF PROCESS

     Without prejudice to any other mode of service allowed under any relevant
     law, each Obligor (other than an Obligor incorporated in England and
     Wales):

     (a)  irrevocably appoints the Company as its agent for service of process
          in relation to any proceedings before the English courts in connection
          with any Finance Document; and

     (b)  agrees that failure by a process agent to notify the relevant Obligor
          of the process will not invalidate the proceedings concerned.

     For the benefit of Burdale the Company expressly agrees and consents to its
     irrevocable appointment as process agent pursuant to this Clause 23.3.

This Agreement has been entered into on the date stated at the beginning of this
Agreement.


                                       50
<Page>

                                   SIGNATORIES

THE COMPANY

ATCHISON CASTING UK LIMITED

By:  D. FLETCHER


THE FACILITY COMPANIES

SHEFFIELD FORGEMASTERS ROLLS LIMITED

By:  P. CARLESS

SHEFFIELD FORGEMASTERS ENGINEERING LIMITED

By:  K. LOMAX


THE GUARANTORS

ATCHISON CASTING UK LIMITED

By:  D. FLETCHER

SHEFFIELD FORGEMASTERS GROUP LIMITED

By:  D. FLETCHER

SHEFFIELD FORGEMASTERS LIMITED

By:  D. FLETCHER

SHEFFIELD FORGEMASTERS ROLLS LIMITED

By:  P. CARLESS

SHEFFIELD FORGEMASTERS ENGINEERING LIMITED

By:  K. LOMAX


BURDALE:

BURDALE FINANCIAL LIMITED

By:  N. HOGG S. CHAIT


                                       51