<PAGE>   1
                                                                  EXHIBIT 10-54

                               FINANCING AGREEMENT

                            Dated as of April 2, 2001

                                  by and among

                              THE LTV CORPORATION,
                     as a debtor and a debtor in possession,

                  CERTAIN SUBSIDIARIES OF THE LTV CORPORATION,
                      as debtors and debtors in possession,

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

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

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

                               ABLECO FINANCE LLC,
                              as Collateral Agent,

                      THE CIT GROUP/BUSINESS CREDIT, INC.,
                            as Administrative Agent,

                                       and

                      ABBEY NATIONAL TREASURY SERVICES plc,
                              as Syndication Agent.
<PAGE>   2

                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

ARTICLE I             DEFINITIONS; CERTAIN TERMS..............................1
     Section 1.01         Definitions.........................................1
     Section 1.02         Terms Generally....................................23
     Section 1.03         Accounting and Other Terms.........................23
     Section 1.04         Time References....................................23

ARTICLE II            THE LOANS..............................................24
     Section 2.01         Commitments........................................24
     Section 2.02         Making the Loans...................................24
     Section 2.03         Notes; Repayment of Loans..........................28
     Section 2.04         Interest...........................................28
     Section 2.05         Reduction of Commitment; Prepayment of Loans.......29
     Section 2.06         Fees ..............................................31
     Section 2.07         Securitization.....................................32
     Section 2.08         Taxes .............................................33

ARTICLE II A          LETTERS OF CREDIT......................................35
     Section 2.01A        Letter of Credit Guaranty..........................34
     Section 2.02A        Participations.....................................36
     Section 2.03A        Letters of Credit..................................37

ARTICLE III           SECURITY AND ADMINISTRATIVE PRIORITY...................39
     Section 3.01         Collateral; Grant of Lien and Security Interest....39
     Section 3.02         Administrative Priority............................39
     Section 3.03         Grants, Rights and Remedies........................40
     Section 3.04         No Filings Required................................40
     Section 3.05         Survival...........................................40

ARTICLE IV            FEES, PAYMENTS AND OTHER COMPENSATION..................41
     Section 4.01         Audit and Collateral Monitoring Fees...............41
     Section 4.02         Payments; Computations and Statements..............41
     Section 4.03         Sharing of Payments, Etc...........................42
     Section 4.04         Apportionment of Payments..........................42
     Section 4.05         Increased Costs and Reduced Return.................43
     Section 4.06         Joint and Several Liability of the Borrowers.......44

ARTICLE V             CONDITIONS TO LOANS....................................45
     Section 5.01         Conditions Precedent to Effectiveness..............45
     Section 5.02         Conditions Precedent to All Loans and Letters
                          of Credit..........................................49

ARTICLE VI            REPRESENTATIONS AND WARRANTIES.........................50
     Section 6.01         Representations and Warranties.....................50

ARTICLE VII           COVENANTS OF THE LOAN PARTIES..........................57
     Section 7.01         Affirmative Covenants..............................57
     Section 7.02         Negative Covenants.................................64
     Section 7.03         Financial Covenants................................70


                                      -i-
<PAGE>   3

                                                                           Page
                                                                           ----

ARTICLE VIII          MANAGEMENT, COLLECTION AND STATUS OF ACCOUNTS
                      RECEIVABLE AND OTHER COLLATERAL........................71
     Section 8.01         Collection of Accounts Receivable; Management
                            of Collateral....................................71
     Section 8.02         Accounts Receivable Documentation..................73
     Section 8.03         Status of Accounts Receivable and Other
                            Collateral.......................................73
     Section 8.04         Collateral Custodian...............................74

ARTICLE IX            EVENTS OF DEFAULT......................................75
     Section 9.01         Events of Default..................................75

ARTICLE X             AGENT..................................................78
     Section 10.01        Appointment........................................78
     Section 10.02        Nature of Duties...................................79
     Section 10.03        Rights, Exculpation, Etc...........................79
     Section 10.04        Reliance...........................................80
     Section 10.05        Indemnification....................................80
     Section 10.06        Agents Individually................................81
     Section 10.07        Successor Agent....................................81
     Section 10.08        Collateral Matters.................................81
     Section 10.09        Collateral Sub-Agents..............................83

ARTICLE XI            GUARANTY...............................................83
     Section 11.01        Guaranty...........................................83
     Section 11.02        Guaranty Absolute..................................83
     Section 11.03        Waiver.............................................84
     Section 11.04        Continuing Guaranty; Assignments...................84
     Section 11.05        Subrogation........................................85

ARTICLE XII           MISCELLANEOUS..........................................85
     Section 12.01        Notices, Etc.......................................85
     Section 12.02        Amendments, Etc....................................87
     Section 12.03        No Waiver; Remedies, Etc...........................88
     Section 12.04        Expenses; Taxes; Attorneys' Fees...................88
     Section 12.05        Right of Set-off...................................89
     Section 12.06        Severability.......................................89
     Section 12.07        Assignments and Participations.....................90
     Section 12.08        Counterparts.......................................92
     Section 12.09    GOVERNING LAW..........................................93
     Section 12.10    WAIVER OF JURY TRIAL, ETC..............................93
     Section 12.11        Consent by the Agents and Lenders..................93
     Section 12.12        No Party Deemed Drafter............................93
     Section 12.13        Reinstatement; Certain Payments....................93
     Section 12.14        Indemnification....................................94
     Section 12.15        The Parent as Agent for Borrowers..................94
     Section 12.16        Records............................................95
     Section 12.17        Binding Effect.....................................95
     Section 12.18        Interest...........................................95
     Section 12.19        Confidentiality....................................96
     Section 12.20        Integration........................................97
     Section 12.21        Collateral Agent as Party-in-Interest..............97


                                      -ii-
<PAGE>   4

                              SCHEDULE AND EXHIBITS
                              ---------------------

Schedule 1.01(A)  Guarantors
Schedule 1.01(B) Lenders and Lenders' Commitments
Schedule 3.01(a) Excluded Assets
Schedule 6.01(a) Exceptions to Good Standing
Schedule 6.01(e) Subsidiaries
Schedule 6.01(f) Litigation
Schedule 6.01(i) ERISA
Schedule 6.01(o) Real Property
Schedule 6.01(r) Environmental Matters
Schedule 6.01(s) Insurance
Schedule 6.01(u) Bank Accounts
Schedule 6.01(v) Intellectual Property
Schedule 6.01(y) Inventory Locations; Place of Business; Chief Executive Office
Schedule 7.01(l) Collateral Locations
Schedule 7.02(b) Existing Liens
Schedule 7.02(f) Existing Investments
Schedule 8.01    Lockboxes

Exhibit A Form of Term Note
Exhibit B Form of Revolving Credit Note
Exhibit C Form of Pledge Agreement
Exhibit D Form of Intercreditor Agreement
Exhibit E Form of Final Bankruptcy Court Order
Exhibit F Form of Notice of Borrowing
Exhibit G Form of Borrowing Base Certificate
Exhibit H Form of Letter of Credit Application
Exhibit I Form of Opinion of Counsel
Exhibit J Form of Assignment and Acceptance


                                     -iii-
<PAGE>   5

                               FINANCING AGREEMENT

            Financing Agreement, dated as of April 2, 2001, by and among The LTV
Corporation, as a debtor and a debtor-in-possession, a Delaware corporation (the
"PARENT"), VP Buildings, Inc., as a debtor and a debtor-in-possession, a
Delaware corporation ("VP BUILDINGS"), Copperweld Corporation, as a debtor and a
debtor-in-possession, a Delaware corporation ("COPPERWELD"), LTV Steel Company,
Inc., as a debtor and a debtor-in-possession, a New Jersey corporation ("LTV
STEEL"), and Georgia Tubing Corporation, as a debtor and a debtor-in-possession,
a Delaware corporation ("GEORGIA TUBING" and together with the Parent, VP
Buildings, Copperweld and LTV Steel, each a "BORROWER" and collectively, the
"BORROWERS"), the subsidiaries of the Parent listed on Schedule 1.01(A) hereto,
each as a debtor and a debtor-in-possession (each a "GUARANTOR" and
collectively, the "GUARANTORS"), the financial institutions from time to time
party hereto (each a "LENDER" and collectively, the "LENDERS"), Ableco Finance
LLC, a Delaware limited liability company ("ABLECO"), as collateral agent for
the Lenders (in such capacity, the "COLLATERAL AGENT"), The CIT Group/Business
Credit, Inc. ("CIT"), as administrative agent for the Lenders (in such capacity,
the "ADMINISTRATIVE AGENT") and Abbey National Treasury Services plc ("ABBEY"),
as syndication agent for the Lenders (in such capacity, the "SYNDICATION AGENT"
and together with the Collateral Agent and the Administrative Agent, each an
"AGENT" and collectively the "AGENTS").

                                    RECITALS

            WHEREAS, on December 29, 2000, the Borrowers and the Guarantors
commenced cases (the "CHAPTER 11 CASES") under Chapter 11 of Title 11 of the
United States Code (the "BANKRUPTCY CODE") in the United States Bankruptcy Court
for the Northern District of Ohio, Eastern Division (the "BANKRUPTCY COURT"),
and the Borrowers and the Guarantors have retained possession of their assets
and are authorized under the Bankruptcy Code to continue the operation of their
businesses as debtors-in-possession; and

            WHEREAS, the Borrowers and the Guarantors have asked the Lenders to
make post-petition loans and other extensions of credit to the Borrowers in an
aggregate principal amount not to exceed $100,000,000 at any time outstanding,
and, subject to the terms and conditions set forth herein, the Lenders have
agreed to provide such loans and other extensions of credit;

            NOW, THEREFORE, in consideration of the premises and the covenants
and agreements contained herein, the parties hereto agree as follows:


                                    ARTICLE I

                           DEFINITIONS; CERTAIN TERMS

            SECTION 1.01 DEFINITIONS. As used in this Agreement, the following
terms shall have the respective meanings indicated below, such meanings to be
applicable equally to both the singular and plural forms of such terms:

            "ABBEY" has the meaning specified therefor in the preamble hereto.
<PAGE>   6

            "ABLECO" has the meaning specified therefor in the preamble hereto.

            "ACCOUNT DEBTOR" means each debtor, customer or obligor in any way
obligated on or in connection with any Account Receivable.

            "ACCOUNT RECEIVABLE" means, as to any Person, any and all rights of
such Person to payment for goods sold and/or services rendered, including
accounts, general intangibles and any and all such rights evidenced by chattel
paper, instruments or documents, whether due or to become due and whether or not
earned by performance, and whether now or hereafter acquired or arising in the
future and any proceeds arising therefrom or relating thereto.

            "ACTION" has the meaning specified therefor in Section 12.11.

            "ADMINISTRATION FEE" has the meaning specified therefor in Section
2.06(d).

            "ADMINISTRATIVE AGENT" has the meaning specified therefor in the
preamble hereto.

            "ADMINISTRATIVE AGENT'S ACCOUNT" means an account at a bank
designated by the Administrative Agent from time to time as the account into
which the Borrowers shall make all payments to the Administrative Agent for the
benefit of the Agents and the Lenders under this Agreement and the other Loan
Documents.

            "ADMINISTRATIVE BORROWER" has the meaning specified therefor in
Section 12.15.

            "AFFILIATE" means, as to any Person, any other Person that directly
or indirectly through one or more intermediaries, controls, is controlled by, or
is under common control with, such Person. For purposes of this definition,
"control" of a Person means the power, directly or indirectly, either to (i)
vote 10% or more of the Capital Stock having ordinary voting power for the
election of directors of such Person or (ii) direct or cause the direction of
the management and policies of such Person whether by contract or otherwise.

            "AGENTS" has the meaning specified therefor in the preamble hereto.

            "AGREED ADMINISTRATIVE EXPENSE PRIORITIES" shall mean that
administrative expenses with respect to the Borrowers and the Guarantors and,
with respect to sub-clause (ii) of clause "FIRST", any official committee
appointed by the Bankruptcy Court shall have the following order of priority:

                  FIRST, (i) amounts payable pursuant to 28 U.S.C. Section
            1930(a)(6) and (ii) allowed fees and expenses of attorneys,
            accountants and other professionals retained in the Chapter 11 Cases
            pursuant to Sections 327, 328, 330, 331 and 1103 of the Bankruptcy
            Code, to the extent that the amount entitled to priority under
            sub-clause (ii) of this clause FIRST ("PRIORITY PROFESSIONAL
            EXPENSES") does not exceed $500,000 in the aggregate at any time
            (inclusive of any holdbacks required by the Bankruptcy Court) (the
            "PROFESSIONAL EXPENSE CAP"); PROVIDED, HOWEVER, that (x) during the
            continuance of an Event of Default hereunder or a default by any
            Borrower or Guarantor in any of its obligations under the Final
            Bankruptcy Court Order, any payments actually made to such
            professionals



                                      -2-
<PAGE>   7

            during such continuance, under Sections 327, 328, 330, 331 and 1103
            of the Bankruptcy Code or otherwise, shall reduce the Professional
            Expense Cap on a dollar-for-dollar basis, (y) so long as no Event of
            Default or a default by any Borrower or Guarantor in any of its
            obligations under the Final Bankruptcy Court Order shall have
            occurred and be continuing, the payment of administrative expenses
            allowed and payable under Sections 327, 328, 330, 331 and 1103 of
            the Bankruptcy Code or otherwise shall not be applied against the
            Professional Expense Cap and (z) on and after the Final Maturity
            Date, amounts in the Letter of Credit Collateral Account shall not
            be used for, or subject to the prior payment of, the Carve-Out
            Expenses,

                  SECOND, all Obligations in accordance with Section 3.02, and

                  THIRD, all other allowed administrative expenses.

            "AGREEMENT" means this Financing Agreement, including all
amendments, modifications and supplements and any exhibits or schedules to any
of the foregoing, and shall refer to the Agreement as the same may be in effect
at the time such reference becomes operative.

            "AGREEMENT AMONG LENDERS" means the agreement among the Lenders
referred to in Section 12.02(b), in form and substance satisfactory to the
Agents and the Lenders, by and among the Agents and the Lenders.

            "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance
entered into by an assigning Lender and an assignee, and accepted by the
Collateral Agent, in accordance with Section 12.07 hereof and substantially in
the form of Exhibit J hereto or such other form acceptable to the Collateral
Agent.

            "AUTHORIZED OFFICER" means, with respect to any Person, the chief
executive officer, chief financial officer, president or executive vice
president of such Person.

            "AVAILABILITY" means, at any time, the difference between (i) the
lesser of (A) the Borrowing Base and (B) the Total Revolving Credit Commitment
and (ii) the sum of (A) the aggregate outstanding principal amount of all
Revolving Loans and (B) all Letter of Credit Obligations.

            "AVOIDANCE ACTIONS" means all causes of action arising under
Sections 542, 544, 545, 547, 548, 549, 550, 551, 553(b) or 724(e) of the
Bankruptcy Code and any proceeds therefrom.

            "BANK" means The Chase Manhattan Bank, its successors or any other
bank designated by the Administrative Agent to the Administrative Borrower from
time to time.

            "BANKRUPTCY CODE" has the meaning specified therefor in the recitals
hereto.

            "BANKRUPTCY COURT" has the meaning specified therefor in the
recitals hereto.



                                      -3-
<PAGE>   8

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

            "BOOK VALUE" means, as to any Inventory, the lower of (i) cost (as
reflected in the general ledger of any Borrower before customary (but not
extraordinary) reserves established by such Borrower in good faith and in
accordance with GAAP) and (ii) market value, in each case determined in
accordance with GAAP calculated on a first-in first-out basis.

            "BORROWER" and "BORROWERS" has the meaning specified therefor in the
preamble hereto.

            "BORROWING BASE" means, at any time, the difference between (i) the
sum of (A) the lowest of (x) the sum of (1) up to 80% of the Net Amount of
Eligible Accounts Receivable of VP Buildings at such time, (2) up to 60% of the
Book Value of the Eligible Raw Materials Inventory of VP Buildings at such time,
and (3) $10,000,000; (y) the aggregate amount of the immediately preceding sixty
(60) days Accounts Receivable collections of VP Buildings; and (z) two (2) times
the immediately preceding twelve (12) months VP Buildings EBITDA; and (B)
$25,000,000; and (ii) the sum of (A) $500,000, (B) reserves for sales taxes
payable at each month-end by VP Buildings and its Subsidiaries and (C) such
other reserves as the Administrative Agent may deem appropriate in the exercise
of its reasonable judgment, including, without limitation, as a result of (i)
negative forecasts and/or trends in the business, industry, prospects, profits,
operations or financial condition of VP Buildings or its Subsidiaries or (ii)
other issues, circumstances or facts that could otherwise negatively impact VP
Buildings or its Subsidiaries or their business, prospects, profits, operations,
industry, financial condition or assets.

            "BORROWING BASE CERTIFICATE" means a certificate signed by the chief
financial officer of VP Buildings or the Parent and setting forth the
calculation of the Borrowing Base in compliance with Section 7.01(a)(vi),
substantially in the form of Exhibit G.

            "BUSINESS DAY" means any day other than a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required to
close.

            "CAPITAL EXPENDITURES" means, with respect to any Person for any
period, the sum of (i) the aggregate of all expenditures by such Person and its
Subsidiaries during such period that in accordance with GAAP are or should be
included in "property, plant and equipment" or in a similar fixed asset account
on its balance sheet, whether such expenditures are paid in cash or financed and
including all Capitalized Lease Obligations paid or payable during such period,
and (ii) to the extent not covered by clause (i) above, the aggregate of all
expenditures by such Person and its Subsidiaries to acquire by purchase or
otherwise the business or fixed assets of, or the Capital Stock of, any other
Person.

            "CAPITAL GUIDELINE" means any law, rule, regulation, policy,
guideline or directive (whether or not having the force of law and whether or
not the failure to comply therewith would be unlawful) (i) regarding capital
adequacy, capital ratios, capital requirements, the calculation of a bank's
capital or similar matters, or (ii) affecting the amount of capital required to
be obtained or maintained by any Lender, any Person controlling any Lender, or
the L/C Issuer, or the manner in which any Lender, any Person controlling any
Lender, the L/C Issuer allocates



                                      -4-
<PAGE>   9

capital to any of its contingent liabilities (including letters of credit),
advances, acceptances, commitments, assets or liabilities.

            "CAPITAL STOCK" means (i) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents
(however designated and whether or not voting) of corporate stock, and (ii) with
respect to any Person that is not a corporation, any and all partnership,
membership or other equity interests of such Person.

            "CAPITALIZED LEASE" means, with respect to any Person, any lease of
real or personal property by such Person as lessee which is required under GAAP
to be capitalized on the balance sheet of such Person.

            "CAPITALIZED LEASE OBLIGATIONS" means, with respect to any Person,
obligations of such Person and its Subsidiaries under Capitalized Leases, and,
for purposes hereof, the amount of any such obligation shall be the capitalized
amount thereof determined in accordance with GAAP.

            "CARVE-OUT EXPENSES" means those amounts, fees, expenses and claims
set forth in clause "FIRST" of the definition of the term "Agreed Administrative
Expense Priorities."

            "CASH AND CASH EQUIVALENTS" means all cash and any presently
existing or hereafter arising deposit account balances, certificates of deposit
or other financial instruments properly classified as cash equivalents under
GAAP.

            "CHANGE OF CONTROL" means each occurrence of any of the following:

                  (a) during any period of two consecutive years, individuals
who at the beginning of such period constituted the Board of Directors of the
Parent (together with any new directors whose election by such Board of
Directors or whose nomination for election by the shareholders of the Parent was
approved by a vote of at least a majority the directors of the Parent then still
in office who were either directors at the beginning of such period, or whose
election or nomination for election was previously approved) cease for any
reason to constitute a majority of the Board of Directors of the Parent;

                  (b) the Parent shall cease to have beneficial ownership (as
defined in Rule 13d-3 under the Exchange Act) of 100% of the aggregate voting
power of the Capital Stock of each other Borrower and each Guarantor, free and
clear of all Liens (other than any Liens granted hereunder and Permitted Liens);
or

                  (c) (i) the Parent consolidates with or merges into another
entity or conveys, transfers or leases all or substantially all of its property
and assets to any Person, or (ii) any other Borrower consolidates with or merges
into another entity or conveys, transfers or leases all or substantially all of
its property and assets to another Person, or (iii) any entity consolidates with
or merges into any Loan Party in a transaction pursuant to which the outstanding
voting Capital Stock of such Loan Party is reclassified or changed into or
exchanged for cash, securities or other property, other than any such
transaction described (A) in this clause (iii) in which either (x) in the case
of any such transaction involving the Parent, no person or group (within the
meaning of Section 13(d)(3) of the Exchange Act) has, directly or indirectly,



                                      -5-
<PAGE>   10

acquired beneficial ownership of more than 35% of the aggregate outstanding
voting Capital Stock of the Parent or (B) in the case of any such transaction
involving a Loan Party other than the Parent, the Parent has beneficial
ownership of 100% of the aggregate voting power of all Capital Stock of the
resulting, surviving or transferee entity.

            "CHAPTER 11 CASES" has the meaning specified therefor in the
recitals hereto.

            "CIT" has the meaning specified therefor in the preamble hereto.

            "CLOSING FEE" has the meaning specified therefor in Section 2.06(a).

            "COLLATERAL" has the meaning specified therefor in Section 3.01(a).

            "COLLATERAL AGENT" has the meaning specified therefor in the
preamble hereto.

            "COLLATERAL AGENT ADVANCES" has the meaning specified therefor in
Section 10.08(a).

            "COLLECTION ACCOUNT" and "COLLECTION ACCOUNTS" have the meanings
specified therefor in Section 8.01.

            "COMMITMENTS" means, with respect to each Lender, such Lender's Term
Loan Commitment and Revolving Credit Commitment.

            "CONSOLIDATED EBITDA" means, for any period, all as determined in
accordance with GAAP, the consolidated net income (or net loss) of the Parent
and its Subsidiaries for such period (excluding the net income (or net loss) of
Trico Steel Company, L.L.C. for such period), PLUS (a) the sum of (i)
depreciation expense, (ii) amortization expense, (iii) other non-cash expenses,
(iv) net total Federal, state and local income tax expense, (v) gross interest
expense for such period less gross interest income for such period, (vi)
extraordinary losses, (vii) any non-recurring charge or restructuring charge
which, in accordance with GAAP, has been deducted in the calculation of net
income, (viii) the cumulative effect of any change in accounting principles and
(ix) "Chapter 11 expenses" (or administrative costs reflecting "Chapter 11
expenses") as shown on the Parent's statement of income for such period LESS (b)
extraordinary gains PLUS or MINUS (c) the amount of cash received or expended in
such period in respect of any amount which, under clause (vii) above, was taken
into account in determining Consolidated EBITDA for such or any prior period.

            "CONTINGENT OBLIGATION" means, with respect to any Person, any
obligation of such Person guaranteeing or intended to guarantee any
Indebtedness, leases, dividends or other obligations ("primary obligations") of
any other Person (the "primary obligor") in any manner, whether directly or
indirectly, including, without limitation, (i) the direct or indirect guaranty,
endorsement (other than for collection or deposit in the ordinary course of
business), co-making, discounting with recourse or sale with recourse by such
Person of the obligation of a primary obligor, (ii) the obligation to make
take-or-pay or similar payments, if required, regardless of nonperformance by
any other party or parties to an agreement, (iii) any obligation of such Person,
whether or not contingent, (A) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (B) to advance or
supply funds (1) for the



                                      -6-
<PAGE>   11

purchase or payment of any such primary obligation or (2) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor, (C) to purchase property, assets,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of
such primary obligation or (D) otherwise to assure or hold harmless the holder
of such primary obligation against loss in respect thereof; PROVIDED, HOWEVER,
that the term "Contingent Obligation" shall not include any product warranties
extended in the ordinary course of business. The amount of any Contingent
Obligation shall be deemed to be an amount equal to the stated or determinable
amount of the primary obligation with respect to which such Contingent
Obligation is made (or, if less, the maximum amount of such primary obligation
for which such Person may be liable pursuant to the terms of the instrument
evidencing such Contingent Obligation) or, if not stated or determinable, the
maximum reasonably anticipated liability with respect thereto (assuming such
Person is required to perform thereunder), as determined by such Person in good
faith.

            "COPPERWELD" has the meaning specified therefor in the preamble
hereto.

            "COPPERWELD ORDER" means that certain Modified Stipulation and Order
Providing Adequate Protection to Credit Suisse First Boston, as Collateral Agent
for the Secured Parties, dated February 20, 2001, as such order may be amended,
modified or extended from time to time by order of the Bankruptcy Court.

            "DEFAULT" means an event which, with the giving of notice or the
lapse of time or both, would constitute an Event of Default.

            "DISPOSITION" means any transaction, or series of related
transactions, pursuant to which any Person or any of its Subsidiaries sells,
assigns, transfers or otherwise disposes of any property or assets (whether now
owned or hereafter acquired) to any other Person, in each case, whether or not
the consideration therefor consists of cash, securities or other assets owned by
the acquiring Person, EXCLUDING any sales of Inventory in the ordinary course of
business on ordinary business terms.

            "DOLLAR," "DOLLARS" and the symbol "$" each means lawful money of
the United States of America.

            "EFFECTIVE DATE" means the date, on or before April 9, 2001, on
which all of the conditions precedent set forth in Section 5.01 are satisfied or
waived and the initial Loans are made.

            "ELIGIBLE ACCOUNTS RECEIVABLE" means Accounts Receivable of VP
Buildings which are, and at all times continue to be, acceptable to the
Administrative Agent in the exercise of its reasonable business judgment. In
general, an Account Receivable of VP Buildings may, in the sole and absolute
discretion of the Administrative Agent, be deemed to be eligible if: (i)
delivery of the merchandise or the rendition of the services has been completed;
(ii) with respect to such Account Receivable, no return, rejection, repossession
or dispute has occurred, the Account Debtor has not asserted any setoff, defense
or counterclaim, and there has not occurred any extension of the time for
payment without the consent of the Administrative Agent, PROVIDED that, in the
case of any dispute, setoff, defense or counterclaim with respect to an



                                      -7-
<PAGE>   12

Account Receivable, the portion of such Account Receivable not subject to such
dispute, setoff, defense or counterclaim will not be ineligible solely by reason
of this clause (ii); (iii) such Account Receivable is lawfully owned by VP
Buildings free and clear of any Lien other than in favor of the Collateral Agent
for the benefit of the Lenders and other than in favor of the Replacement
Facility Agent for the benefit of the Replacement Facility Lenders and otherwise
continues to be in full conformity with all representations and warranties made
by such Person to the Agents and the Lenders with respect thereto in the Loan
Documents; (iv) such Account Receivable is unconditionally payable in Dollars
within 90 days from the invoice date and is not evidenced by a promissory note,
chattel paper or any other instrument or other document; (v) no more than 60
days have elapsed from the invoice due date and no more than 90 days have
elapsed from the invoice date with respect to such Account Receivable; (vi) such
Account Receivable is not due from an Affiliate of VP Buildings; (vii) such
Account Receivable does not constitute an obligation of the United States or any
other Governmental Authority (unless all steps required by the Administrative
Agent in connection therewith, including notice to the United States Government
under the Federal Assignment of Claims Act, have been duly taken in a manner
satisfactory to the Administrative Agent); (viii) the Account Debtor (or the
applicable office of the Account Debtor) with respect to such Account Receivable
is located in the continental United States, unless such Account Receivable is
supported by a letter of credit or other similar obligation satisfactory to the
Administrative Agent; (ix) the Account Debtor with respect to such Account
Receivable is not also a supplier to or creditor of VP Buildings or its
Affiliates, unless such Account Debtor has executed a no-offset letter
satisfactory to the Administrative Agent; (x) not more than 50% of the aggregate
amount of all Accounts Receivable of the Account Debtor with respect to such
Account Receivable have remained unpaid 60 days past the invoice due date or 90
days past the invoice date; (xi) the Account Debtor with respect to such Account
Receivable (A) has not filed a petition for bankruptcy or any other relief under
the Bankruptcy Code or any other law relating to bankruptcy, insolvency,
reorganization or relief of debtors, made an assignment for the benefit of
creditors, had filed against it any petition or other application for relief
under the Bankruptcy Code or any such other law, (B) has not failed, suspended
business operations, become insolvent or called a meeting of its creditors for
the purpose of obtaining any financial concession or accommodation, (C) has not
had or suffered to be appointed a receiver or a trustee for all or a significant
portion of its assets or affairs or (D) in the case of an Account Debtor who is
an individual, is not an employee of such Person or any of its Affiliates and
has not died or been declared incompetent; and (xii) the Administrative Agent
is, and continues to be, satisfied with the credit standing of the Account
Debtor in relation to the amount of credit extended and the Administrative Agent
believes, in its discretion, that the prospect of collection of such Account
Receivable is not impaired for any reason.

            "ELIGIBLE RAW MATERIALS INVENTORY" means all raw materials Inventory
of VP Buildings that meets all of the following specifications: (i) such
Inventory is lawfully owned by VP Buildings free and clear of any existing Lien,
other than in favor of the Collateral Agent for the benefit of the Lenders and
other than in favor of the Replacement Facility Agent for the benefit of the
Replacement Facility Lenders; (ii) such Inventory is not held on consignment and
may be lawfully sold and it continues to be in full conformity with all
representations and warranties made by VP Buildings with respect thereto in this
Agreement and the other Loan Documents; (iii) VP Buildings has the right to
grant Liens on such Inventory; (iv) such Inventory arose or was acquired in the
ordinary course of the business of VP Buildings and does not



                                      -8-
<PAGE>   13

represent damaged, obsolete or unsalable goods; (v) no Account Receivable or
document of title has been created or issued with respect to such Inventory;
(vi) such Inventory is located in one of the locations in one of the continental
United States listed on Schedule 6.01(y) or such other locations in the
continental United States as the Collateral Agent may approve in writing from
time to time; (vii) Inventory is not work-in-process, finished goods, supplies
or packaging; and (viii) such Inventory is and at all times shall continue to be
acceptable to the Administrative Agent.

            "EMPLOYEE PLAN" means an employee benefit plan (other than a
Multiemployer Plan) covered by Title IV of ERISA and maintained (or was
maintained at any time during the six (6) calendar years preceding the date of
any borrowing hereunder) for employees of any Loan Party or any of its ERISA
Affiliates.

            "ENTRY DATE" has the meaning specified therefor in Section 5.01(a).

            "ENVIRONMENTAL ACTIONS" means any complaint, summons, citation,
notice, directive, order, claim, litigation, investigation, judicial or
administrative proceeding, judgment, letter or other communication from any
Governmental Authority involving violations of Environmental Laws or Releases of
Hazardous Materials (i) from any assets, properties or businesses of any Loan
Party or any of its Subsidiaries or any predecessor in interest; (ii) from
adjoining properties or businesses; or (iii) onto any facilities which received
Hazardous Materials generated by any Loan Party or any of its Subsidiaries or
any predecessor in interest.

            "ENVIRONMENTAL LAWS" means the Comprehensive Environmental Response,
Compensation and Liability Act (42 U.S.C. Section 9601, ET SEQ.), the Hazardous
Materials Transportation Act (49 U.S.C. Section 1801, ET SEQ.), the Resource
Conservation and Recovery Act (42 U.S.C. Section 6901, ET SEQ.), the Federal
Clean Water Act (33 U.S.C. Section 1251 ET SEQ.), the Clean Air Act (42 U.S.C.
Section 7401 ET SEQ.), the Toxic Substances Control Act (15 U.S.C. Section 2601
ET SEQ.) and the Occupational Safety and Health Act (29 U.S.C. Section 651 ET
SEQ.), as such laws may be amended or otherwise modified from time to time, and
any other present or future federal, state, local or foreign statute, ordinance,
rule, regulation, order, judgment, decree, permit, license or other binding
determination of any Governmental Authority imposing liability or establishing
standards of conduct for protection of the environment.

            "ENVIRONMENTAL LIABILITIES AND COSTS" means all liabilities,
monetary obligations, Remedial Actions, losses, damages, punitive damages,
consequential damages, treble damages, costs and expenses (including all
reasonable fees, disbursements and expenses of counsel, experts and consultants
and costs of investigations and feasibility studies), fines, penalties,
sanctions and interest incurred as a result of any claim or demand by any
Governmental Authority or any third party, and which relate to any Environmental
Action.

            "ENVIRONMENTAL LIEN" means any Lien in favor of any Governmental
Authority for Environmental Liabilities and Costs.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended, and any successor statute of similar import, and regulations
thereunder, in each case as in effect from time to time. References to sections
of ERISA shall be construed also to refer to any successor sections.



                                      -9-
<PAGE>   14

            "ERISA AFFILIATE" means, with respect to any Person, any trade or
business (whether or not incorporated) which is a member of a group of which
such Person is a member and which would be deemed to be a "controlled group"
within the meaning of Sections 414(b), (c), (m) and (o) of the Internal Revenue
Code.

            "EVENT OF DEFAULT" means any of the events set forth in Section
9.01.

            "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

            "EXCLUDED ASSETS" shall have the meaning set forth in Section
3.01(a).

            "FEDERAL FUNDS RATE" means, for any period, a fluctuating interest
rate per annum equal for each day during such period of the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of the
quotations for such day on such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by it.

            "FILING DATE" means December 29, 2000.

            "FINAL BANKRUPTCY COURT ORDER" means the order of the Bankruptcy
Court with respect to the Borrowers and the Guarantors, substantially in the
form of Exhibit E hereto, as the same may be amended, modified or supplemented
from time to time with the express written joinder or consent of the Agents, the
Lenders and the Borrowers.

            "FINAL MATURITY DATE" means the date which is the earliest of (i)
June 30, 2002, (ii) the date of the substantial consummation (as defined in
Section 1101(2) of the Bankruptcy Code) of a plan of reorganization in the
Chapter 11 Cases that have been confirmed by an order of the Bankruptcy Court,
(iii) the sale or other Disposition of the Capital Stock of, or all or
substantially all of the assets of, VP Buildings, or (iv) such earlier date on
which all Loans shall become due and payable, in whole, in accordance with the
terms of this Agreement and the other Loan Documents.

            "FINANCIAL STATEMENTS" means (i) the draft audited consolidated
balance sheet of the Parent and its Subsidiaries for the Fiscal Year ended
December 31, 2000 and the related consolidated statement of operations,
shareholders' equity and cash flows for the Fiscal Year then ended and (ii) the
unaudited consolidated balance sheet of the Parent and its Subsidiaries for the
two months ended February 28, 2001 and the related consolidated statement of
operations and cash flows for the two months then ended.

            "FISCAL YEAR" means the fiscal year of the Parent and its
Subsidiaries ending on December 31 of each year.

            "GAAP" means generally accepted accounting principles in effect from
time to time in the United States, applied on a consistent basis, provided that
for the purpose of Section 7.03 hereof and the definitions used therein, "GAAP"
shall mean generally accepted accounting principles in effect on the date hereof
and consistent with those used in the



                                      -10-
<PAGE>   15

preparation of the Financial Statements, provided, further, that if there occurs
after the date of this Agreement any change in GAAP that affects in any respect
the calculation of any covenant contained in Section 7.03 hereof, the Collateral
Agent and the Parent shall negotiate in good faith amendments to the provisions
of this Agreement that relate to the calculation of such covenant with the
intent of having the respective positions of the Lenders and the Parent after
such change in GAAP conform as nearly as possible to their respective positions
as of the date of this Agreement and, until any such amendments have been agreed
upon, the covenants in Section 7.03 hereof shall be calculated as if no such
change in GAAP has occurred.

            "GEORGIA TUBING" has the meaning specified therefor in the preamble
hereto.

            "GOVERNMENTAL AUTHORITY" means any nation or government, any
Federal, state, city, town, municipality, county, local or other political
subdivision thereof or thereto and any department, commission, board, bureau,
instrumentality, agency or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

            "GUARANTIES" means the guaranty of each Guarantor party hereto
contained in Article XI hereof.

            "GUARANTOR" means each Subsidiary of the Parent listed on Schedule
1.01(A) hereto.

            "HAZARDOUS MATERIALS" means (a) any element, compound or chemical
that is defined, listed or otherwise classified as a contaminant, pollutant,
toxic pollutant, toxic or hazardous substance, extremely hazardous substance or
chemical, hazardous waste, special waste, or solid waste under Environmental
Laws; (b) petroleum and its refined products; (c) polychlorinated biphenyls; (d)
any substance exhibiting a hazardous waste characteristic, including but not
limited to, corrosivity, ignitability, toxicity or reactivity as well as any
radioactive or explosive materials; and (e) any raw materials, building
components (including, but not limited to, asbestos-containing materials) and
manufactured products containing hazardous substances listed or classified as
such under Environmental Laws.

            "HEDGING AGREEMENT" means any interest rate, foreign currency,
commodity or equity swap, collar, cap, floor or forward rate agreement, or other
agreement or arrangement designed to protect against fluctuations in interest
rates or currency, commodity or equity values (including, without limitation,
any option with respect to any of the foregoing and any combination of the
foregoing agreements or arrangements), and any confirmation executed in
connection with any such agreement or arrangement.

            "HENNEPIN WORKS FACILITY" means the real property, fixtures and
equipment of LTV Steel located at its Hennepin Works, Routes I-180 and 71,
Hennepin, Illinois 61327.

            "HIGHEST LAWFUL RATE" means, with respect to any Agent or any
Lender, the maximum non-usurious interest rate, if any, that at any time or from
time to time may be contracted for, taken, reserved, charged or received on the
Obligations under laws applicable to such Agent or such Lender which are
currently in effect or, to the extent allowed by law, under



                                      -11-
<PAGE>   16

such applicable laws which may hereafter be in effect and which allow a higher
maximum non-usurious interest rate than applicable laws now allow.

            "INDEBTEDNESS" means, without duplication, with respect to any
Person, (i) all indebtedness of such Person for borrowed money; (ii) all
obligations of such Person for the deferred purchase price of property or
services (other than trade payables or other account payables incurred in the
ordinary course of such Person's business and not past due for more than 90 days
after the date such payable was created unless such payables are being contested
in good faith by proper proceedings which stay the imposition of any Lien
resulting from the non-payment thereof and with respect to which adequate
reserves have been set aside for the payment thereof); (iii) all obligations of
such Person evidenced by bonds, debentures, notes or other similar instruments
or upon which interest payments are customarily made; (iv) all reimbursement,
payment or other obligations and liabilities of such Person created or arising
under any conditional sales or other title retention agreement with respect to
property used and/or acquired by such Person, even though the rights and
remedies of the lessor, seller and/or lender thereunder may be limited to
repossession or sale of such property; (v) all Capitalized Lease Obligations of
such Person; (vi) all obligations and liabilities, contingent or otherwise, of
such Person, in respect of letters of credit, acceptances and similar
facilities; (vii) all obligations and liabilities, calculated on a basis
satisfactory to the Collateral Agent and in accordance with accepted practice,
of such Person under Hedging Agreements; (viii) all Contingent Obligations; (ix)
liabilities incurred under Title IV of ERISA with respect to any plan (other
than a Multiemployer Plan) covered by Title IV of ERISA and maintained for
employees of such Person or any of its ERISA Affiliates as reported in
accordance with GAAP; (x) withdrawal liability incurred under ERISA by such
Person or any of its ERISA Affiliates to any Multiemployer Plan as reported in
accordance with GAAP; and (xi) all obligations referred to in clauses (i)
through (x) of this definition of another Person secured by (or for which the
holder of such Indebtedness has an existing right, contingent or otherwise, to
be secured by) a Lien upon property owned by such Person, even though such
Person has not assumed or become liable for the payment of such Indebtedness.
The Indebtedness of any Person shall include the Indebtedness of any partnership
of or joint venture in which such Person is a general partner or a joint
venturer (other than the Indebtedness of a joint venture which is non-recourse
to the joint venturer); PROVIDED that, the term Indebtedness shall not include
the Indebtedness of Dearborn Leasing Company by reason of it being a general
partner of Columbus Coatings Company to the extent that such Indebtedness is not
secured by the assets or property of Dearborn Leasing Company.

            "INDEMNIFIED MATTERS" has the meaning specified therefor in Section
12.14.

            "INDEMNITEES" has the meaning specified therefor in Section 12.14.

            "INTERCREDITOR AGREEMENT" means an intercreditor agreement,
substantially in the form of Exhibit D, between the Collateral Agent and the
Replacement Facility Agent.

            "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended (or any successor statute thereto) and the regulations thereunder.

            "INVENTORY" means, as to any Person, all goods and merchandise of
such Person, including, without limitation, all raw materials, work-in-process,
packaging, supplies, materials



                                      -12-
<PAGE>   17

and finished goods of every nature used or usable in connection with the
shipping, storing, advertising or sale of such goods and merchandise, whether
now owned or hereafter acquired, and all such other property the sale or other
disposition of which would give rise to an Account Receivable or cash.

            "LEASE" means any lease of real property to which any Loan Party is
a party as lessor or lessee.

            "L/C ISSUER" means the Bank or such other bank as the Administrative
Agent may select in its sole and absolute discretion.

            "L/C SUBFACILITY" means that portion of the Total Revolving Credit
Commitment equal to $20,000,000.

            "LENDER" has the meaning specified therefor in the preamble hereto.

            "LETTER OF CREDIT" has the meaning specified therefor in Section
2.01A(a).

            "LETTER OF CREDIT COLLATERAL ACCOUNT" has the meaning specified
therefor in Section 2.01A(b).

            "LETTER OF CREDIT APPLICATION" has the meaning specified therefor in
Section 2.01A(a).

            "LETTER OF CREDIT FEES" has the meaning specified therefor in
Section 2.03A(b).

            "LETTER OF CREDIT GUARANTY" means one or more guaranties by the
Administrative Agent in favor of the L/C Issuer guaranteeing the Borrowers'
obligations to the L/C Issuer under a reimbursement agreement, Letter of Credit
Application or other like document in respect of any Letters of Credit.

            "LETTER OF CREDIT OBLIGATIONS" means, at any time and without
duplication, the sum of (i) the Reimbursement Obligations at such time, PLUS
(ii) the aggregate maximum amount available for drawing under the Letters of
Credit outstanding at such time, PLUS (iii) all amounts for which the
Administrative Agent may be liable to the L/C Issuer pursuant to any Letter of
Credit Guaranty.

            "LIABILITIES" has the meaning specified therefor in Section 2.07.

            "LIEN" means any mortgage, deed of trust, pledge, lien (statutory or
otherwise), security interest, charge or other encumbrance or security or
preferential arrangement of any nature, including, without limitation, any
conditional sale or title retention arrangement, any Capitalized Lease and any
assignment, deposit arrangement or financing lease intended as, or having the
effect of, security.

            "LOAN" means any Term Loan or Revolving Loan made by an Agent or a
Lender to the Borrowers pursuant to Article II hereof.



                                      -13-
<PAGE>   18

            "LOAN ACCOUNT" means an account maintained hereunder by the
Administrative Agent on its books of account, at the Payment Office and with
respect to the Borrowers, in which the Borrowers will be charged with all Loans
made to, and all other Obligations incurred by, the Borrowers.

            "LOAN DOCUMENTS" means this Agreement, the Notes, the Guaranties,
the Final Bankruptcy Court Order, the Pledge Agreements, any Letter of Credit
Application, any Security Agreement, the Intercreditor Agreement, the Agreement
Among Lenders and all other agreements, instruments, and other documents
executed and delivered pursuant hereto or thereto or otherwise evidencing or
securing any Loan, any Letter of Credit Obligation or any other Obligation.

            "LOAN PARTIES" means the Borrowers and the Guarantors.

            "LOAN SERVICING FEE" has the meaning specified therefor in Section
2.06(c).

            "LOCKBOX BANK" has the meaning specified therefor in Section 8.01.

            "LOCKBOXES" has the meaning specified therefor in Section 8.01.

            "LONDON BUSINESS DAY" means any day other than a Saturday, Sunday or
other day on which commercial banks in London, England are authorized or
required to close.

            "LTV STEEL" has the meaning specified therefor in the preamble
hereto.

            "MATERIAL ADVERSE EFFECT" means a material adverse effect on any of
(i) the operations, business, assets, properties, condition (financial or
otherwise) or prospects of VP Buildings individually or of the Loan Parties
taken as a whole (other than as disclosed in writing to the Collateral Agent
prior to the Entry Date, which writing is acknowledged by the Collateral Agent,
or as a result of the filing of the Chapter 11 Cases), (ii) the ability of VP
Buildings individually or of the Loan Parties taken as a whole to perform any of
its or their obligations under any Loan Document to which it is a party, (iii)
the legality, validity or enforceability of this Agreement or any other Loan
Document, (iv) the rights and remedies of the Administrative Agent and the
Collateral Agent and the Lenders under any Loan Document, or (v) the validity,
perfection or priority of a Lien in favor of the Collateral Agent for the
benefit of the Lenders on any of the Collateral.

            "MOODY'S" means Moody's Investors Service, Inc. and any successor
thereto.

            "MULTIEMPLOYER PLAN" means a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA for which any Loan Party or any of its ERISA
Affiliates has contributed to, or has been obligated to contribute to, at any
time during the preceding six (6) years.

            "NET AMOUNT OF ELIGIBLE ACCOUNTS RECEIVABLE" means the aggregate
unpaid invoice amount of Eligible Accounts Receivable less, without duplication,
sales, excise or similar taxes, returns, discounts, chargebacks, claims, advance
payments, credits and allowances of any nature at any time issued, owing,
granted, outstanding, available or claimed with respect to such Eligible
Accounts Receivable.



                                      -14-
<PAGE>   19

            "NET CASH PROCEEDS" means, (i) with respect to any Disposition by
any Person, the amount of cash received (directly or indirectly) from time to
time (whether as initial consideration or through the payment of deferred
consideration) by or on behalf of such Person or any of its Subsidiaries, in
connection therewith, after deducting therefrom only (A) the amount of any
Indebtedness secured by any Permitted Lien on any asset (other than (v)
Indebtedness owing to any Agent or any Lender under this Agreement or the other
Loan Documents, (w) in the case of the Disposition of any Priority Collateral,
the Indebtedness evidenced by the Replacement Facility Documents, (x) in the
case of the Disposition of the Hennepin Works Facility, any Indebtedness
evidenced by the Replacement Facility Documents in excess of $28,500,000, (y)
Indebtedness secured by the Junior Contribution Liens (as defined in the Final
Bankruptcy Court Order) and (z) Indebtedness assumed by the purchaser of such
asset) which is required to be, and is, repaid in connection with such
Disposition (other than Indebtedness under this Agreement), (B) reasonable
expenses related thereto incurred by such Person in connection therewith, (C)
transfer taxes paid by such Person in connection therewith, and (D) net income
taxes to be paid to any taxing authorities in connection with such Disposition
(after taking into account any tax credits or deductions and any tax sharing
arrangements) and (ii) with respect to the issuance or incurrence of any
Indebtedness by any Person, or the sale or issuance by any Person of any shares
of its Capital Stock, the aggregate amount of cash received (directly or
indirectly) from time to time (whether as initial consideration or through the
payment of deferred consideration) by or on behalf of such Person or any of its
Subsidiaries in connection therewith, after deducting therefrom only reasonable
brokerage commissions, underwriting fees and discounts, legal fees and similar
fees and commissions.

            "NOTES" means the Revolving Credit Notes and the Term Notes.

            "NOTICE OF BORROWING" has the meaning specified therefor in Section
2.02.

            "OBLIGATIONS" means (i) the obligations of each Borrower to pay, as
and when due and payable (by scheduled maturity, required prepayment,
acceleration, demand or otherwise), all amounts from time to time owing by it in
respect of the Loan Documents, whether for principal, interest, Letter of Credit
Obligations, Collateral Agent Advances, fees, indemnification payments, expense
reimbursements or otherwise, and (ii) the obligations of each Loan Party to
perform or observe all of its obligations from time to time existing under the
Loan Documents.

            "OPERATING LEASE OBLIGATIONS" means all obligations for the payment
of rent for any real or personal property under leases or agreements to lease,
other than Capitalized Lease Obligations.

            "PARENT" has the meaning specified therefor in the preamble hereto.

            "PARTICIPANT REGISTER" has the meaning specified therefor in Section
12.07(b)(v).

            "PAYMENT OFFICE" means the Administrative Agent's office located at
1211 Avenue of the Americas, New York, New York 10036 or at such other office or
offices of the Administrative Agent as may be designated in writing from time to
time by the Administrative Agent to the Collateral Agent and the Administrative
Borrower.



                                      -15-
<PAGE>   20

            "PBGC" means the Pension Benefit Guaranty Corporation or any
successor thereto.

            "PERMITTED INDEBTEDNESS" means:

            (a) any Indebtedness owing to any Agent or any Lender under this
Agreement and the other Loan Documents;

            (b) any Indebtedness owing to the Replacement Facility Lenders under
the Replacement Facility Documents;

            (c) any Indebtedness existing on the Filing Date;

            (d) Indebtedness permitted under Section 7.02(f);

            (e) post-petition purchase money Indebtedness (exclusive of
Capitalized Lease Obligations) in an aggregate amount not in excess of
$1,000,000; and

            (f) Indebtedness described in clause (ix) of the definition of
Indebtedness, the incurrence of which is not likely to have a Material Adverse
Effect.

            "PERMITTED INVESTMENTS" means, in each case, as permitted by Section
345 of the Bankruptcy Code or pursuant to orders entered by the Bankruptcy
Court, (i) readily marketable direct obligations issued or unconditionally
guaranteed by the United States Government or issued by any agency thereof and
backed by the full faith and credit of the United States, in each case maturing
within twelve months from the date of acquisition thereof; (ii) commercial
paper, maturing not more than 270 days after the date of issue rated at least
P-2 by Moody's or A-2 by Standard & Poor's; (iii) certificates of deposit and
banker's acceptances maturing not more than one year after the date of issue or
guaranty, issued or guarantied by commercial banking institutions, and money
market or demand deposit accounts maintained at commercial banking institutions,
in each case which commercial banking institution is a member of the Federal
Reserve System and has a combined capital and surplus and undivided profits of
not less than $250,000,000 and is the principal banking Subsidiary of a bank
holding company having a long-term unsecured debt rating of at least P-2 by
Moody's or A-2 by Standard & Poor's; (iv) repurchase agreements having
maturities of not more than 7 days from the date of acquisition, which are
entered into with major money center banks included in the commercial banking
institutions described in clause (iii) above and which are secured by readily
marketable direct obligations described in clause (i) above; (v) money market
funds (w) registered under the Investment Company Act of 1940, as amended, (x)
in compliance with Investment Company Act Rule 2a-7, (y) having net assets of at
least $200,000,000 and (z) that are valued at daily maturity in calculating
total portfolio average maturity; (vi) other short term investments for foreign
Subsidiaries in accordance with normal investing practices for cash management
in investments of a type analogous to the foregoing; and (vii) to the extent
owned on the Filing Date, investments by any Loan Party in the Capital Stock of
any direct or indirect Subsidiary.

            "PERMITTED LIENS" means:

            (a) Liens securing the Obligations;



                                      -16-
<PAGE>   21

            (b) Liens securing the Indebtedness of the Loan Parties under the
Replacement Facility Documents;

            (c) Liens for taxes, assessments and governmental charges the
payment of which is not required under Section 7.01(c);

            (d) Liens imposed by law, such as carriers', warehousemen's,
mechanics', materialmen's and other similar Liens arising (provided they are
subordinate to the Collateral Agent's Liens on Collateral) in the ordinary
course of business and securing obligations (other than Indebtedness for
borrowed money) that are not overdue by more than 30 days or are being contested
in good faith and by appropriate proceedings promptly initiated and diligently
conducted, or as to which payment and enforcement is stayed under the Bankruptcy
Code or pursuant to orders of the Bankruptcy Court, and a reserve or other
appropriate provision, if any, as shall be required by GAAP shall have been made
therefor;

            (e) Liens existing on the Filing Date, as described on Schedule
7.02(b), but not the extension of coverage thereof to other property or the
extension of maturity (other than as a result of the filing of the Chapter 11
Cases), refinancing or other modification of the terms thereof or the increase
of the principal amount of Indebtedness secured thereby;

            (f) deposits and pledges securing (i) obligations incurred in
respect of workers' compensation, unemployment insurance or other forms of
governmental insurance or benefits, (ii) the performance of bids, tenders,
leases, utility contracts, contracts (other than for the payment of money) and
statutory obligations or (iii) obligations on surety or appeal bonds, but only
to the extent such deposits or pledges are incurred or otherwise arise in the
ordinary course of business and secure obligations not past due (or as to which
payment and enforcement is stayed under the Bankruptcy Code or pursuant to
orders of the Bankruptcy Court);

            (g) easements, zoning restrictions and similar encumbrances on real
property and minor irregularities in the title thereto that do not (i) secure
obligations for the payment of money or (ii) materially impair the value of such
property or its use by any Loan Party or any of its Subsidiaries in the normal
conduct of such Person's business;

            (h) Liens securing Indebtedness permitted by clause (e) of the
definition of "Permitted Indebtedness";

            (i) Liens imposed under ERISA which are junior to the Liens securing
the Obligations, PROVIDED that the Collateral Agent shall have determined, in
its sole and absolute discretion, that the holders of such Liens have no more
favorable rights with respect to the Collateral subject to such Liens as the
Replacement Facility Agent and the Replacement Facility Lenders have under the
Intercreditor Agreement with respect to the Priority Collateral subject to the
Liens of the Replacement Facility Lenders; and

            (j) Junior Contribution Liens (as defined in the Final Bankruptcy
Court Order) granted in favor of each Loan Party, subject to the terms set forth
in the Final Bankruptcy Court Order or any stipulation modifying the Final
Bankruptcy Court Order approved by the Collateral Agent.



                                      -17-
<PAGE>   22

            "PERSON" means an individual, corporation, limited liability
company, partnership, association, joint-stock company, trust, unincorporated
organization, joint venture or Governmental Authority.

            "PLEDGE AGREEMENT" means the Pledge and Security Agreement made by
each of the Loan Parties in favor of the Collateral Agent for the benefit of the
Lenders, substantially in the form of Exhibit C, securing the Obligations and
delivered to the Collateral Agent.

            "POST-DEFAULT RATE" means a rate of interest per annum equal to the
rate of interest otherwise in effect from time to time pursuant to the terms of
this Agreement plus 2%, or, if a rate of interest is not otherwise in effect,
the greater of (i) the Reference Rate plus 5.25% and (ii) 14.25%.

            "PRIORITY COLLATERAL" means all assets of the Loan Parties other
than the Replacement Facility Priority Collateral.

            "PRIORITY PROFESSIONAL EXPENSES" means those expenses entitled to a
priority as set forth in sub-clause (ii) of the clause "FIRST" of the definition
of the term "Agreed Administrative Expense Priorities".

            "PROPERTY" means any right or interest in or to property of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible.

            "PRO RATA SHARE" means: (a) with respect to a Lender's obligation to
make Revolving Loans and receive payments of interest, fees and principal with
respect thereto, the percentage obtained by dividing (i) such Lender's Revolving
Credit Commitment by (ii) the Total Revolving Credit Commitment, provided, that,
if the Total Revolving Credit Commitment has been reduced to zero, the numerator
shall be the aggregate unpaid principal amount of such Lender's Revolving Loans
(including Collateral Agent Advances) and its interest in the Letter of Credit
Obligations and the denominator shall be the aggregate unpaid principal amount
of all of the Revolving Loans (including Collateral Agent Advances) and Letter
of Credit Obligations,

            (b) with respect to a Lender's obligation to make a Term Loan and
receive payments of interest, fees, and principal with respect thereto, the
percentage obtained by dividing (i) such Lender's Term Loan Commitment, by (ii)
the Total Term Loan Commitment, provided that, if the Term Loan Commitments have
been reduced to zero, the numerator shall be the aggregate unpaid principal
amount of such Lender's Term Loan and denominator shall be the aggregate unpaid
principal amount of each Lender's Term Loan, and

            (c) with respect to all other matters (including, without
limitation, the indemnification obligations arising under Section 10.05), the
percentage obtained by dividing (i) the sum of such Lender's Revolving Credit
Commitment and the unpaid principal amount of such Lender's Term Loan, by (ii)
the sum of the Total Revolving Credit Commitment and the aggregate unpaid
principal amount of all Term Loans, provided, that, if the Total Revolving
Credit Commitment has been reduced to zero, the numerator shall be the aggregate
unpaid principal amount of such Lender's Loans (including Collateral Agent
Advances) and its interest in the Letter of Credit Obligations and the
denominator shall be the aggregate unpaid principal



                                      -18-
<PAGE>   23

amount of all of the Loans (including Collateral Agent Advances) and Letter of
Credit Obligations.

            "RATING AGENCIES" has the meaning specified therefor in Section
2.07.

            "REFERENCE BANK" means The Chase Manhattan Bank, its successors or
any other commercial bank designated by the Collateral Agent to the
Administrative Borrower from time to time.

            "REFERENCE RATE" means the rate of interest publicly announced by
the Reference Bank in New York, New York from time to time as its prime rate or
base rate. The prime rate or base rate is determined from time to time by the
Reference Bank as a means of pricing some loans to its borrowers and neither is
tied to any external rate of interest or index nor necessarily reflects the
lowest rate of interest actually charged by the Reference Bank to any particular
class or category of customers. Each change in the Reference Rate shall be
effective from and including the date such change is publicly announced as being
effective.

            "REGISTER" has the meaning specified therefor in Section
12.07(b)(ii).

            "REGISTERED LOAN" has the meaning specified therefor in Section
2.03(d).

            "REGISTERED NOTE" has the meaning specified therefor in Section
2.03(d).

            "REGULATION T", "REGULATION U" and "REGULATION X" mean,
respectively, Regulations T, U and X of the Board or any successor, as the same
may be amended or supplemented from time to time.

            "REIMBURSEMENT OBLIGATIONS" means the obligation of the Borrowers to
reimburse the Administrative Agent and the Lenders for amounts payable by the
Administrative Agent or the Lenders under a Letter of Credit Guaranty in respect
of any drawing made under any Letter of Credit, together with interest thereon
as provided in Section 2.04.

            "RELEASE" means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, seeping, migrating,
dumping or disposing of any Hazardous Material (including the abandonment or
discarding of barrels, containers and other closed receptacles containing any
Hazardous Material) into the indoor or outdoor environment, including ambient
air, soil, surface or ground water.

            "REMEDIAL ACTION" means all actions taken to (i) clean up, remove,
remediate, contain, treat, monitor, assess, evaluate or in any other way address
Hazardous Materials in the indoor or outdoor environment; (ii) prevent or
minimize a Release or threatened Release of Hazardous Materials so they do not
migrate or endanger or threaten to endanger public health or welfare or the
indoor or outdoor environment; (iii) perform pre-remedial studies and
investigations and post-remedial operation and maintenance activities; or (iv)
any other actions authorized by 42 U.S.C. Section 9601.

            "REPLACEMENT FACILITY AGENT" means the administrative agent and
collateral agent under the Replacement Facility Agreement.



                                      -19-
<PAGE>   24

            "REPLACEMENT FACILITY AGREEMENT" means the revolving credit and
guaranty agreement, dated as of March 20, 2001, by and among the Parent, as
borrower, the Subsidiaries of the Parent party thereto, as guarantors, The Chase
Manhattan Bank, as Administrative Agent, Documentation Agent and Collateral
Agent, JP Morgan, a division of Chase Securities Inc., as Bank Manager and Lead
Arranger, Abbey, as co-agent, and the Replacement Facility Lenders.

            "REPLACEMENT FACILITY DOCUMENTS" means (i) the Replacement Facility
Agreement and (ii) all agreements, instruments and other documents from time to
time executed in connection with the Replacement Facility Agreement.

            "REPLACEMENT FACILITY LENDERS" means the lenders party to the
Replacement Facility Agreement.

            "REPLACEMENT FACILITY PRIORITY COLLATERAL" means (i) all present and
future Inventory and Accounts Receivable of LTV Steel and Georgia Tubing and all
present and future Accounts Receivable of Copperweld and its domestic
Subsidiaries and Welded Tube Co. of America (including, without limitation, the
Inventory and Accounts Receivable that are purchased from LTV Steel Products LLC
and LTV Sales Finance Company) and the proceeds and products of all of the
foregoing and (ii) the Hennepin Works Facility and the proceeds thereof,
provided that, the Replacement Facility Agent and the Replacement Facility
Lenders shall only have a Lien on the Hennepin Works Facility and the proceeds
thereof prior to the Lien of the Collateral Agent for the benefit of the Lenders
on the Hennepin Works Facility to secure an amount equal to $28,500,000.

            "REPORTABLE EVENT" means an event described in Section 4043 of ERISA
(other than the commencement of the Chapter 11 Cases and any event for which
notice to the PBGC has been waived under the regulations promulgated under such
Section).

            "REQUIRED LENDERS" means Lenders whose Pro Rata Shares aggregate at
least 51%.

            "RESTRUCTURING PLAN" means the restructuring plan for the Parent's
integrated steel operations.

            "REVOLVING CREDIT COMMITMENT" means, with respect to each Lender,
the commitment of such Lender to make Revolving Loans to the Borrowers in the
amount set forth opposite such Lender's name in Schedule 1.01(B) hereto, as such
amount may be terminated or reduced from time to time in accordance with the
terms of this Agreement.

            "REVOLVING CREDIT NOTE" means a promissory note of the Borrowers,
substantially in the form of Exhibit B, made jointly and severally payable by
the Borrowers to the order of a Lender, evidencing the Indebtedness resulting
from the making by such Lender to the Borrowers of Revolving Loans and delivered
to such Lender pursuant to Article V, as such promissory note may be amended,
supplemented, restated, modified or extended from time to time, and any
promissory note or notes issued in exchange or replacement therefor. The term
"Revolving Credit Note" shall include any Registered Note evidencing the
Revolving Loans and delivered pursuant to Section 2.03(d).



                                      -20-
<PAGE>   25

            "REVOLVING LOAN" means a loan made by a Lender to the Borrowers
pursuant to Section 2.01(a)(i).

            "SEC" means the Securities and Exchange Commission or any other
similar or successor agency of the Federal government administering the
Securities Act.

            "SECURITIES ACT" means the Securities Act of 1933, as amended, or
any similar Federal statute, and the rules and regulations of the SEC
thereunder, all as the same shall be in effect at the time.

            "SECURITIZATION" has the meaning specified therefor in Section 2.07.

            "SECURITIZATION PARTIES" has the meaning specified therefor in
Section 2.07.

            "SECURITY AGREEMENT" means a Security Agreement made by a Loan Party
in favor of the Collateral Agent for the benefit of the Lenders, in form and
substance satisfactory to the Collateral Agent, securing the Obligations and
delivered to the Collateral Agent.

            "SETTLEMENT PERIOD" has the meaning specified therefor in Section
2.02(d)(i) hereof.

            "STANDARD & POOR'S" means Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc. and any successor thereto.

            "SUBSIDIARY" means, with respect to any Person at any date, any
corporation, limited or general partnership, limited liability company, trust,
association or other entity (i) the accounts of which would be consolidated with
those of such Person in such Person's consolidated financial statements if such
financial statements were prepared in accordance with GAAP or (ii) of which more
than 50% of (A) the outstanding Capital Stock having (in the absence of
contingencies) ordinary voting power to elect a majority of the board of
directors or other managing body of such Person, (B) the interest in the capital
or profits of such partnership or limited liability company or (C) the
beneficial interest in such trust or estate is, at the time of determination,
owned or controlled directly or indirectly through one or more intermediaries,
by such Person.

            "SYNDICATION AGENT" has the meaning specified therefor in the
preamble hereto.

            "TERM NOTE" means the promissory note of the Borrowers,
substantially in the form of Exhibit A, made jointly and severally payable by
the Borrowers to the order of a Lender, evidencing the Indebtedness resulting
from the making by such Lender to the Borrowers of a Term Loan and delivered to
such Lender pursuant to Article V, as such promissory note may be amended,
supplemented, restated, modified or extended from time to time, and any
promissory note or notes issued in exchange or replacement therefor. The term
"Term Note" shall include any Registered Note evidencing a Term Loan and
delivered pursuant to Section 2.03(d).

            "TERM LOAN" means a loan made by a Lender to the Borrowers on the
Effective Date pursuant to Section 2.01(a)(ii).



                                      -21-
<PAGE>   26

            "TERM LOAN COMMITMENT" means, with respect to each Lender, the
commitment of such Lender to make a Term Loan to the Borrowers in the amount set
forth on Schedule 1.01(B) hereto, as the same may be terminated or reduced from
time to time in accordance with the terms of this Agreement.

            "TERMINATION EVENT" means (i) a Reportable Event with respect to any
Employee Plan, (ii) any event that causes any Loan Party or any of its ERISA
Affiliates to incur liability under Section 409, 502(i), 502(l), 515, 4062,
4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 4971 or 4975 of the
Internal Revenue Code, (iii) the filing of a notice of intent to terminate an
Employee Plan or the treatment of an Employee Plan amendment as a termination
under Section 4041 of ERISA, (iv) the institution of proceedings by the PBGC to
terminate an Employee Plan, or (v) any other event or condition which might
constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Employee Plan; provided, however,
that no Termination Event shall occur as a result of the commencement of the
Chapter 11 Cases.

            "TOTAL COMMITMENT" means the sum of the Total Revolving Credit
Commitment and the Total Term Loan Commitment.

            "TOTAL REVOLVING CREDIT COMMITMENT" means the sum of the amounts of
the Lenders' Revolving Credit Commitments.

            "TOTAL TERM LOAN COMMITMENT" means the sum of the amounts of the
Lenders' Term Loan Commitments.

            "UNIFORM COMMERCIAL CODE" has the meaning specified therefor in
Section 1.03.

            "UNUSED LINE FEE" has the meaning specified therefor in Section
2.06(b).

            "VP BUILDINGS" has the meaning specified therefor in the preamble
hereto.

            "VP BUILDINGS EBITDA" means, for any period, the VP Buildings Net
Income for such period, PLUS (i) without duplication, the sum of the following
amounts of VP Buildings and its Subsidiaries for such period and to the extent
deducted in determining VP Buildings Net Income for such period: (A) VP
Buildings Net Interest Expense, (B) income tax expense, (C) depreciation expense
and (D) amortization expense.

            "VP BUILDINGS NET INCOME" means, for any period, the net income
(loss) of VP Buildings and its Subsidiaries for such period, determined on a
consolidated basis and in accordance with GAAP, but excluding from the
determination of VP Buildings Net Income (without duplication) (a) any
extraordinary or non recurring gains or losses or gains or losses from
Dispositions, (b) restructuring charges, (c) effects of discontinued operations
and (d) interest income.

            "VP BUILDINGS NET INTEREST EXPENSE" means, for any period, gross
interest expense of VP Buildings and its Subsidiaries for such period determined
in conformity with GAAP (including, without limitation, interest expense paid to
Affiliates of such Person), LESS (i) the sum of (A) interest income for such
period and (B) gains for such period on Hedging



                                      -22-
<PAGE>   27

Agreements (to the extent not included in interest income above and to the
extent not deducted in the calculation of such gross interest expense), PLUS
(ii) the sum of (A) losses for such period on Hedging Agreements (to the extent
not included in such gross interest expense) and (B) the upfront costs or fees
for such period associated with Hedging Agreements (to the extent not included
in gross interest expense), each determined on a consolidated basis and in
accordance with GAAP for VP Buildings and its Subsidiaries.

            "WARN" has the meaning specified therefor in Section 6.01(i).

            SECTION 1.02 TERMS GENERALLY. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise, (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights. References in this
Agreement to "determination" by any Agent include good faith estimates by such
Agent (in the case of quantitative determinations) and good faith beliefs by
such Agent (in the case of qualitative determinations).

            SECTION 1.03 ACCOUNTING AND OTHER TERMS. Unless otherwise expressly
provided herein, each accounting term used herein shall have the meaning given
it under GAAP applied on a basis consistent with those used in preparing the
Financial Statements. All terms used in this Agreement which are defined in
Article 8 or Article 9 of the Uniform Commercial Code as in effect from time to
time in the State of New York (the "Uniform Commercial Code") and which are not
otherwise defined herein shall have the same meanings herein as set forth
therein.

            SECTION 1.04 TIME REFERENCES. Unless otherwise indicated herein, all
references to time of day refer to Eastern standard time or Eastern daylight
saving time, as in effect in New York City on such day. For purposes of the
computation of a period of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
means "to but excluding"; PROVIDED, HOWEVER, that with respect to a computation
of fees or interest payable to any Agent, any Lender or the L/C Issuer, such
period shall in any event consist of at least one full day.



                                      -23-
<PAGE>   28

                                   ARTICLE II

                                    THE LOANS

            SECTION 2.01 COMMITMENTS. Subject to the terms and conditions and
relying upon the representations and warranties herein set forth and subject to
the Final Bankruptcy Court Order:

                  (a) (i) each Lender with a Revolving Credit Commitment
severally agrees to make Revolving Loans to the Borrowers at any time and from
time to time from the Effective Date to the Final Maturity Date, or until the
earlier reduction of its Revolving Credit Commitment to zero in accordance with
the terms hereof, in an aggregate principal amount of Revolving Loans at any
time outstanding not to exceed the amount of such Lender's Revolving Credit
Commitment; and

                      (ii) each Lender with a Term Loan Commitment severally
agrees to make a Term Loan to the Borrowers on the Effective Date, in an
aggregate principal amount not to exceed the amount of such Lender's Term Loan
Commitment.

                  (b) Notwithstanding the foregoing, the aggregate principal
amount of Revolving Loans outstanding at any time to the Borrowers shall not
exceed the lower of (i) the difference between (A) the Total Revolving Credit
Commitment and (B) the aggregate Letter of Credit Obligations and (ii) the
difference between (A) the then current Borrowing Base and (B) the aggregate
Letter of Credit Obligations. The Revolving Credit Commitment of each Lender
shall automatically and permanently be reduced to zero on the Final Maturity
Date. Within the foregoing limits, the Borrowers may borrow, repay and reborrow
Revolving Loans, on or after the Effective Date and prior to the Final Maturity
Date, subject to the terms, provisions and limitations set forth herein.

                  (c) Notwithstanding the foregoing, the aggregate principal
amount of the Term Loans made on the Effective Date shall not exceed the Total
Term Loan Commitment. Any principal amount of a Term Loan which is repaid or
prepaid may not be reborrowed.

            SECTION 2.02 MAKING THE LOANS. (a) The Administrative Borrower shall
give the Administrative Agent prior telephone notice (immediately confirmed in
writing, in substantially the form of Exhibit F hereto (a "NOTICE OF
BORROWING")), not later than 12:00 noon (New York City time) on the date which
is five (5) Business Days prior to the date of the proposed Loan (or such
shorter period as the Administrative Agent is willing to accommodate from time
to time, but in no event later than 12:00 noon (New York City time) on the date
which is one (1) Business Day prior to the date of the proposed Loan). Such
Notice of Borrowing shall be irrevocable and shall specify (i) the principal
amount of the proposed Loan, (ii) in the case of Loans requested on the
Effective Date, whether such Loan is requested to be a Revolving Loan or a Term
Loan, (iii) the use of the proceeds of such proposed Loan, (iv) the proposed
borrowing date, which, respect to the Revolving Loans, must be a Business Day
which is also a London Business Day, and with respect to the Term Loans, must be
the Effective Date, and (v) if requested by the Administrative Agent, a
Borrowing Base Certificate current as of the close of business on the
immediately preceding day and otherwise complying with the conditions of Section
7.01(a)(vi), supported by a schedule showing the derivation thereof. The
Administrative



                                      -24-
<PAGE>   29

Agent and the Lenders may act without liability upon the basis of written,
telecopied or telephonic notice believed by the Administrative Agent in good
faith to be from the Administrative Borrower (or from any Authorized Officer
thereof designated in writing purportedly from the Administrative Borrower to
the Administrative Agent). The Borrowers hereby waive the right to dispute the
Administrative Agent's record of the terms of any such telephonic Notice of
Borrowing. The Administrative Agent and each Lender shall be entitled to rely
conclusively on any Authorized Officer's authority to request a Loan on behalf
of the Borrowers until the Administrative Agent receives written notice to the
contrary. The Administrative Agent and the Lenders shall have no duty to verify
the authenticity of the signature appearing on any written Notice of Borrowing.
Except as otherwise provided in this Section 2.02, Loans shall be made ratably
by the Lenders in accordance with their respective Revolving Credit Commitments
and Term Loan Commitments, as the case may be.

            (b) Each Notice of Borrowing pursuant to this Section 2.02 shall be
irrevocable and the Borrowers shall be bound to make a borrowing in accordance
therewith. Each Revolving Loan shall be made in a minimum amount of $2,000,000
and shall be in an integral multiple of $1,000,000.

            (c) (i) Except as otherwise provided in this subsection 2.02(c), all
Loans under this Agreement shall be made by the Lenders simultaneously and
proportionately to their Pro Rata Shares of the Total Revolving Credit
Commitment and the Total Term Loan Commitment, as the case may be, it being
understood that no Lender shall be responsible for any default by any other
Lender in that other Lender's obligations to make a Loan requested hereunder,
nor shall the Commitment of any Lender be increased or decreased as a result of
the default by any other Lender in that other Lender's obligation to make a Loan
requested hereunder, and each Lender shall be obligated to make the Loans
required to be made by it by the terms of this Agreement regardless of the
failure by any other Lender.

                (ii) Notwithstanding any other provision of this Agreement, and
in order to reduce the number of fund transfers among the Borrowers, the Agents
and the Lenders, the Borrowers, the Agents and the Lenders agree that the
Administrative Agent may (but shall not be obligated to), and the Borrowers and
the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on
behalf of the Lenders with a Revolving Credit Commitment, Revolving Loans
pursuant to Section 2.01, subject to the procedures for settlement set forth in
subsection 2.02(d); PROVIDED, HOWEVER, that (a) the Administrative Agent shall
in no event fund such Revolving Loans if the Administrative Agent shall have
received written notice from the Collateral Agent or the Required Lenders on the
Business Day prior to the day of the proposed Revolving Loan that one or more of
the conditions precedent contained in Section 5.02 will not be satisfied on the
day of the proposed Revolving Loan, and (b) the Administrative Agent shall not
otherwise be required to determine that, or take notice whether, the conditions
precedent in Section 5.02 have been satisfied. If the Administrative Borrower
gives a Notice of Borrowing requesting a Revolving Loan and the Administrative
Agent elects not to fund such Revolving Loan on behalf of the Lenders with a
Revolving Credit Commitment, then promptly after receipt of the Notice of
Borrowing requesting such Loan, but in no event later than 3:00 p.m. on the date
which is one (1) Business Day prior to the date of the proposed Revolving Loan,
the Administrative Agent shall notify each Lender with a Revolving Credit
Commitment of the specifics of the requested Revolving Loan and that it will not
fund the requested Revolving Loan



                                      -25-
<PAGE>   30

on behalf of the Lenders with a Revolving Credit Commitment. If the
Administrative Agent notifies the Lenders that it will not fund a requested
Revolving Loan on behalf of such Lenders, each Lender with a Revolving Credit
Commitment shall, make its Pro Rata Share of the Revolving Loan available to the
Administrative Agent, in immediately available funds, at the Payment Office no
later than 1:00 p.m. (New York City time) (provided that the Administrative
Agent requests payment from such Lender not later than 3:00 p.m. on the date
which is one (1) Business Day prior to the date of the proposed Revolving Loan)
on the date of the proposed Revolving Loan. The Administrative Agent will make
the proceeds of such Revolving Loans available to the Borrowers on the day of
the proposed Revolving Loan by causing an amount, in immediately available
funds, equal to the proceeds of all such Revolving Loans received by the
Administrative Agent at the Payment Office or the amount funded by the
Administrative Agent on behalf of the Lenders with a Revolving Credit Commitment
to be deposited in an account designated by the Administrative Borrower.

                (iii) If the Administrative Agent has notified the Lenders with
a Revolving Credit Commitment that the Administrative Agent, on behalf of such
Lenders, will fund a particular Revolving Loan pursuant to subsection
2.02(c)(ii), the Administrative Agent may assume that such Lender has made such
amount available to the Administrative Agent on such day and the Administrative
Agent, in its sole discretion, may, but shall not be obligated to, cause a
corresponding amount to be made available to the Borrowers on such day. If the
Administrative Agent makes such corresponding amount available to the Borrowers
and such corresponding amount is not in fact made available to the
Administrative Agent by such Lender, the Administrative Agent shall be entitled
to recover such corresponding amount on demand from such Lender together with
interest thereon, for each day from the date such payment was due until the date
such amount is paid to the Administrative Agent, at the Federal Funds Rate for
three Business Days and thereafter at the Reference Rate. During the period in
which such Lender has not paid such corresponding amount to the Administrative
Agent, notwithstanding anything to the contrary contained in this Agreement or
any other Loan Document, the amount so advanced by the Administrative Agent to
the Borrowers shall, for all purposes hereof, be a Revolving Loan made by the
Administrative Agent for its own account. Upon any such failure by a Lender to
pay the Administrative Agent, the Administrative Agent shall promptly thereafter
notify the Administrative Borrower of such failure and the Borrowers shall
immediately pay such corresponding amount to the Administrative Agent for its
own account.

                (iv) Nothing in this subsection 2.02(c) shall be deemed to
relieve any Lender with a Revolving Credit Commitment from its obligations to
fulfill its Revolving Credit Commitment hereunder or to prejudice any rights
that the Administrative Agent or the Borrowers may have against any Lender as a
result of any default by such Lender hereunder.

            (d) (i) With respect to all periods for which the Administrative
Agent has funded Revolving Loans pursuant to subsection 2.02(c), on Friday of
each week, or if the applicable Friday is not a Business Day which is also a
London Business Day, then on the following Business Day which is also a London
Business Day, or such shorter period ending on a Business Day which is also a
London Business Day as the Administrative Agent may from time to time select
(any such week or shorter period being herein called a "SETTLEMENT PERIOD"), the
Administrative Agent shall notify each Lender with a Revolving Credit Commitment
not



                                      -26-
<PAGE>   31

later than 3:00 p.m. on the date which is one (1) Business Day prior to the last
day of each such Settlement Period of the unpaid principal amount of the
Revolving Loans outstanding as of the last day of each such Settlement Period.
In the event that such amount is greater than the unpaid principal amount of the
Revolving Loans outstanding on the last day of the Settlement Period immediately
preceding such Settlement Period (or, if there has been no preceding Settlement
Period, the amount of the Revolving Loans made on the date of such Lender's
initial funding), unless otherwise agreed in writing between a Lender and the
Administrative Agent, each Lender with a Revolving Credit Commitment shall
promptly (and in any event not later than 1:00 p.m. on the last day of such
Settlement Period if the Administrative Agent requests payment from such Lender
not later than 3:00 p.m. on the date which is one (1) Business Day prior to the
last day of such Settlement Period) make available to the Administrative Agent
its Pro Rata Share of the difference in immediately available funds. In the
event that such amount is less than such unpaid principal amount, the
Administrative Agent shall promptly pay over to each Lender with a Revolving
Credit Commitment its Pro Rata Share of the difference in immediately available
funds. In addition, if the Administrative Agent shall so request at any time
when a Default or an Event of Default shall have occurred and be continuing, or
any other event shall have occurred as a result of which the Administrative
Agent shall determine that it is desirable to present claims against the
Borrowers for repayment each Lender with a Revolving Credit Commitment shall
promptly remit to the Administrative Agent or, as the case may be, the
Administrative Agent shall promptly remit to each Lender with a Revolving Credit
Commitment, sufficient funds to adjust the interests of the Lenders with
Revolving Credit Commitments in the then outstanding Revolving Loans to such an
extent that, after giving effect to such adjustment, each such Lender's interest
in the then outstanding Revolving Loans will be equal to its Pro Rata Share
thereof. The obligations of the Administrative Agent and each Lender under this
subsection 2.02(d) shall be absolute and unconditional. Each Lender with a
Revolving Credit Commitment shall only be entitled to receive interest on its
Pro Rata Share of the Revolving Loans which have been funded by such Lender.

                (ii) In the event that any Lender with a Revolving Credit
Commitment fails to make any payment required to be made by it pursuant to
subsection 2.02(d)(i), the Administrative Agent shall be entitled to recover
such corresponding amount on demand from such Lender together with interest
thereon, for each day from the date such payment was due until the date such
amount is paid to the Administrative Agent, at the Federal Funds Rate for three
Business Days and thereafter at the Reference Rate. During the period in which
such Lender has not paid such corresponding amount to the Administrative Agent,
notwithstanding anything to the contrary contained in this Agreement or any
other Loan Document, the amount so advanced by the Administrative Agent to the
Borrowers shall, for all purposes hereof, be a Revolving Loan made by the
Administrative Agent for its own account. Upon any such failure by a Lender to
pay the Administrative Agent, the Administrative Agent shall promptly thereafter
notify the Administrative Borrower of such failure and the Borrowers shall
immediately pay such corresponding amount to the Administrative Agent for its
own account. Nothing in this subsection 2.02(d)(ii) shall be deemed to relieve
any Lender from its obligation to fulfill its Revolving Credit Commitments
hereunder or to prejudice any rights that the Administrative Agent or the
Borrowers may have against any Lender as a result of any default by such Lender
hereunder.



                                      -27-
<PAGE>   32

            SECTION 2.03 NOTES; REPAYMENT OF LOANS. (a) The Term Loan made by a
Lender to the Borrowers shall be evidenced by a single Term Note, duly executed
on behalf of the Borrowers, dated the Effective Date, and delivered to and made
payable to the order of such Lender in a principal amount equal to the amount of
such Lender's Term Loan Commitment. All Revolving Loans made by a Lender to the
Borrowers shall be evidenced by a single Revolving Credit Note, duly executed on
behalf of the Borrowers, dated the Effective Date, and delivered to and made
payable to the order of such Lender in a principal amount equal to the amount of
such Lender's Revolving Credit Commitment.

                  (b) The Term Loan shall be repaid in full on the Final
Maturity Date.

                  (c) The outstanding principal of all Revolving Loans shall be
due and payable on the Final Maturity Date.

                  (d) The Administrative Borrower agrees to record each Loan on
the Register referred to in Section 12.07(b)(ii). Each Loan recorded on the
Register (the "REGISTERED LOAN") may not be evidenced by promissory notes other
than a Term Note or a Revolving Credit Note, each of which is a Registered Note
(as defined below). Upon the registration of any Loan, any promissory note
(other than a Registered Note) evidencing the same shall be null and void and
shall be returned to the Administrative Borrower. The Borrowers agree, at the
request of any Lender, to execute and deliver to such Lender a promissory note
in registered form to evidence such Registered Loan (i.e. containing the
registered note language set forth in Exhibits A and B hereto) and registered as
provided in Section 12.07(b)(ii)(a "REGISTERED NOTE"), dated the date hereof,
payable to such Lender and otherwise duly completed. Once recorded on the
Register, the Registered Loan or Registered Loans evidenced by such Registered
Note may not be removed from the Register so long as it remains outstanding, and
a Registered Note may not be exchanged for a promissory note that is not a
Registered Note.

            SECTION 2.04 INTEREST. (a) TERM LOANS. Each Term Loan shall bear
interest on the principal amount thereof from time to time outstanding, from the
date of such Loan until such principal amount becomes due, at a rate per annum
equal to the greater of (i) the Reference Rate plus 3.25% and (ii) 12.25%.

                  (b) REVOLVING LOANS. Each Revolving Loan shall bear interest
on the principal amount thereof from time to time outstanding, from the date of
such Loan until such principal amount becomes due, at a rate per annum equal to
the greater of (i) the Reference Rate plus 2% and (ii) 11%.

                  (c) DEFAULT INTEREST. To the extent permitted by law, upon the
occurrence and during the continuance of an Event of Default, the principal of,
and all accrued and unpaid interest on, all Loans, and all fees, indemnities,
outstanding Reimbursement Obligations or any other Obligations of the Borrowers
under this Agreement, the Notes and the other Loan Documents shall bear
interest, from the date such Event of Default occurred until such Event of
Default is cured or waived in writing in accordance herewith, at a rate per
annum equal at all times to the Post-Default Rate.

                  (d) INTEREST PAYMENT. Interest on each Loan shall be payable
monthly, on the last day of each month, commencing on the last day of the month
in which such Loan is



                                      -28-
<PAGE>   33

made and at maturity (whether upon demand, by acceleration or otherwise).
Interest at the Post-Default Rate shall be payable on demand. The Borrowers
hereby authorize the Administrative Agent to, and the Administrative Agent may,
from time to time, charge the Loan Account pursuant to Section 4.02 with the
amount of any interest payment due hereunder.

                  (e) GENERAL. All interest shall be computed on the basis of a
year of 360 days for the actual number of days, including the first day but
excluding the last day, elapsed.

            SECTION 2.05 REDUCTION OF COMMITMENT; PREPAYMENT OF LOANS.

                  (a) REDUCTION OF COMMITMENTS.

                      (i) REVOLVING CREDIT COMMITMENTS. The Total Revolving
Credit Commitment shall terminate on the Final Maturity Date. In addition, the
Total Revolving Credit Commitment shall permanently reduce as provided in
Section 2.05(f). The Borrowers may, without premium or penalty, reduce the Total
Revolving Credit Commitment to an amount (which may be zero) not less than the
sum of (A) the aggregate unpaid principal amount of all Revolving Loans then
outstanding and (B) the aggregate principal amount of all Revolving Loans not
yet made as to which a Notice of Borrowing has been given by the Administrative
Borrower under Section 2.02, (C) the Letter of Credit Obligations at such time
and (D) the stated amount of all Letters of Credit not yet issued as to which a
request has been made and not withdrawn. Each such reduction shall be in an
amount which is an integral multiple of $1,000,000 (unless the Total Revolving
Credit Commitment in effect immediately prior to such reduction is less than
$1,000,000), shall be made by providing not less than three Business Days' prior
written notice to the Administrative Agent and shall be irrevocable. Once
reduced, the Total Revolving Credit Commitment may not be increased. Each such
reduction of the Total Revolving Credit Commitment shall reduce the Revolving
Credit Commitment of each Lender proportionately in accordance with its Pro Rata
Share thereof.

                      (ii) TERM LOANS. The Total Term Loan Commitment shall
terminate at 5:00 p.m. (New York City time) on the Effective Date.

                  (b) OPTIONAL PREPAYMENT.

                      (i) REVOLVING LOANS. The Borrowers may prepay without
penalty or premium the principal of any Revolving Loan, in whole or in part.

                      (ii) TERM LOANS. The Borrowers may, upon at least three
(3) Business Days' prior written notice to the Administrative Agent, prepay
without penalty or premium the principal of any Term Loan, in whole or in part,
at any time that the Borrowers reduce the Total Revolving Credit Commitment by a
pro rata amount pursuant to Section 2.05(a)(i). Each prepayment made pursuant to
this clause (b)(ii) shall be accompanied by the payment of accrued interest to
the date of such payment on the amount prepaid.



                                      -29-
<PAGE>   34


                  (c) MANDATORY PREPAYMENT.

                      (i) The Borrowers will immediately prepay the Revolving
Loans at any time when the aggregate principal amount of all Revolving Loans
plus the outstanding amounts of all Letter of Credit Obligations exceeds the
Borrowing Base, to the full extent of any such excess. On each day that any
Revolving Loans or Letter of Credit Obligations are outstanding, the Borrowers
shall hereby be deemed to represent and warrant to the Agents and the Lenders
that the Borrowing Base calculated as of such day equals or exceeds the
aggregate principal amount of all Revolving Loans and Letter of Credit
Obligations outstanding on such day. If at any time after the Borrowers have
complied with the first sentence of this Section 2.05(c), the aggregate Letter
of Credit Obligations is greater than the then current Borrowing Base, the
Borrowers shall provide cash collateral to the Administrative Agent in the
amount of such excess, which cash collateral shall be deposited in the Letter of
Credit Collateral Account and, provided that no Event of Default shall have
occurred and be continuing, returned to the Borrowers at such time as the
aggregate Letter of Credit Obligations plus the aggregate principal amount of
all outstanding Revolving Loans no longer exceeds the then current Borrowing
Base.

                      (ii) The Borrowers will immediately prepay the outstanding
principal amount of the Term Loans in the event that the Total Revolving Credit
Commitment is terminated for any reason.

                      (iii) The Administrative Agent shall on each Business Day
apply all funds transferred to or deposited in the Payment Office, to the
payment, in whole or in part, of the outstanding Revolving Loans.

                      (iv) Immediately upon any Disposition by any Loan Party,
the Borrowers shall prepay the outstanding principal of the Loans in an amount
equal to 100% of the Net Cash Proceeds received by such Loan Party in connection
with such Disposition to the extent that the aggregate amount of Net Cash
Proceeds received by all Loan Parties (and not paid to the Administrative Agent
as a prepayment of the Loans) shall exceed $5,000,000 for all such Dispositions
since the Effective Date.

                      (v) Upon the loss, destruction or taking by condemnation
of any Priority Collateral, and subject to any payments or reinvestment required
by the holders of any Permitted Lien on such Priority Collateral, which
Permitted Lien is senior to the Lien of the Collateral Agent on such Priority
Collateral, the Borrowers shall prepay the outstanding principal of the Loans in
an amount equal to 100% of the net proceeds received by any Loan Party in
connection therewith, net of any reasonable expenses incurred in collecting such
net proceeds; PROVIDED, THAT, that (x) except during the continuance of a
Default or an Event of Default, any such net proceeds not in excess of (1) in
the case of properties or assets of VP Buildings, $1,000,000 or (2) in the case
of properties or assets of any other Loan Party, $10,000,000, for any one
occurrence shall not be required to be applied to the prepayment of the Loans to
the extent such net proceeds are used, at the election of the Parent, to replace
or restore the properties or assets in respect of which such proceeds were paid
if the Parent delivers a certificate to the Collateral Agent on or prior to such
date stating that such proceeds shall be used to replace or restore any such
properties or assets within a period specified in such certificate not to exceed
90 days after the date of receipt of such proceeds (which certificate shall set
forth



                                      -30-
<PAGE>   35

estimates of the proceeds to be so expended), (y) such proceeds shall remain in
a cash collateral or securities accounts under the dominion and control of the
Collateral Agent until applied in accordance with the preceding clause (x), and
(z) if all or any portion of such proceeds not so applied to the prepayment of
the Loans are not so used within the period specified in the relevant
certificate furnished pursuant to clause (x) above, such remaining portion shall
be applied to the prepayment of the Loans on the last day of such specified
period.

                      (vi) Simultaneously with the receipt by any Loan Party of
any tax refund or the proceeds of any judgment, settlement or other
consideration of any kind in connection with any causes of action arising under
the Bankruptcy Code or otherwise (other than Avoidance Actions), the Borrowers
shall prepay the outstanding principal of the Loans in an amount equal to 100%
of the net proceeds received.

                      (vii) If Cash and Cash Equivalents on hand of the Loan
Parties exceeds $40,000,000 (excluding the Excluded Assets and the amounts
deposited into the Collection Accounts) for any period of two (2) consecutive
Business Days, the Borrowers shall, on the second Business Day thereof, prepay
the outstanding Revolving Loans in an amount equal to 100% of such excess
amount.

                      (viii) Without limiting any other provision of this
Agreement or any other Loan Document permitting or requiring prepayment of the
Loans in whole or part, the Borrowers shall prepay the Loans in full on the date
of the sale or other Disposition of the Capital Stock of, or all or
substantially all of the assets of, VP Buildings.

                      (ix) Nothing contained in this Section 2.05(c) shall
permit any Loan Party to make a Disposition of any property other than in
accordance with Section 7.02(d)(ii).

                  (d) INTEREST AND FEES. Any prepayment made pursuant to this
Section 2.05 (other than payments pursuant to subsections (c)(i) and (c)(iii) of
this Section 2.05) shall be accompanied by accrued interest on the principal
amount being prepaid to the date of prepayment, and if such prepayment would
reduce the amount of the outstanding Loans to zero at a time when the Total
Revolving Credit Commitment has been terminated, such prepayment shall be
accompanied by the payment of the fees accrued to such date pursuant to Section
2.06.

                  (e) CUMULATIVE PREPAYMENTS. Except as otherwise expressly
provided in this Section 2.05, payments with respect to any subsection of this
Section 2.05 are in addition to payments made or required to be made under any
other subsection of this Section 2.05.

                  (f) APPLICATION OF PAYMENTS. Each prepayment pursuant to
Sections 2.05(c)(iv), (v) and (vi) above shall be applied pro rata to the Term
Loans and to the Revolving Loans with a corresponding permanent reduction in the
Total Revolving Credit Commitment.

            SECTION 2.06 FEES.

                  (a) CLOSING FEE. On or prior to the Effective Date, the
Borrowers shall pay to the Administrative Agent for the account of the Lenders,
in accordance with their Pro



                                      -31-
<PAGE>   36

Rata Shares or as otherwise provided in a written agreement among such Lenders,
a non-refundable closing fee (the "CLOSING FEE") equal to $1,583,000, which
shall be deemed fully-earned when paid.

                  (b) UNUSED LINE FEE. From and after the Effective Date and
until the Final Maturity Date, the Borrowers shall pay to the Administrative
Agent for the account of the Lenders with a Revolving Credit Commitment, in
accordance with their Pro Rata Shares, an unused line fee (the "UNUSED LINE
FEE"), which shall accrue at the rate per annum of 0.50% on the excess, if any,
of the Total Revolving Credit Commitment over the sum of the average principal
amount of all Revolving Loans and Letter of Credit Obligations outstanding from
time to time and shall be payable monthly in arrears on the first day of each
month commencing May 1, 2001.

                  (c) LOAN SERVICING FEE. From and after the Effective Date and
until the Final Maturity Date, the Borrowers shall pay to the Administrative
Agent for the account of the Administrative Agent and the Collateral Agent, in
accordance with a written agreement among such Agents, a non-refundable loan
servicing fee (the "LOAN SERVICING FEE") equal to $50,000 each quarter, payable
on the Effective Date and quarterly in advance thereafter on the first day of
each of January, April, July, and October commencing July 1, 2001.

                  (d) ADMINISTRATION FEE. The Borrowers shall pay to the
Administrative Agent for the account of the Collateral Agent a non-refundable
administration fee (the "ADMINISTRATION FEE") equal to $500,000, which shall be
fully-earned and payable on each of (i) the Effective Date and (ii) the first
anniversary of the Effective Date.

            SECTION 2.07 SECURITIZATION. The Borrowers hereby acknowledge that
the Lenders and any of their Affiliates may sell or securitize the Loans (a
"SECURITIZATION") through the pledge of the Loans as collateral security for
loans to the Lenders or their Affiliates or through the sale of the Loans or the
issuance of direct or indirect interests in the Loans, which loans to the
Lenders or their Affiliates or direct or indirect interests will be rated by
Moody's, Standard & Poor's or one or more other rating agencies (the "RATING
AGENCIES"). The Borrowers shall cooperate with the Lenders and their Affiliates
to effect the Securitization including, without limitation, by (a) amending this
Agreement and the other Loan Documents, and executing such additional documents,
as reasonably requested by the Lenders in connection with the Securitization,
PROVIDED THAT (i) any such amendment or additional documentation does not impose
material additional costs on the Borrowers and (ii) any such amendment or
additional documentation does not materially adversely affect the rights, or
materially increase the obligations, of the Borrowers under the Loan Documents
or change or affect in a manner adverse to the Borrowers the financial terms of
the Loans, (b) providing such information as may be reasonably requested by the
Lenders in connection with the rating of the Loans or the Securitization, and
(c) providing in connection with any rating of the Loans a certificate (i)
agreeing to indemnify the Lenders and any of their Affiliates, any of the Rating
Agencies, or any party providing credit support or otherwise participating in
the Securitization (collectively, the "SECURITIZATION PARTIES") for any losses,
claims, damages or liabilities (the "LIABILITIES") to which the Lenders, their
Affiliates or such Securitization Parties may become subject insofar as the
Liabilities arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any Loan Document or in any
writing delivered by or on behalf of the Borrowers and their Affiliates to the
Lenders in connection with any Loan Document or arise



                                      -32-
<PAGE>   37

out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading and such indemnity shall survive any transfer by the Lenders or
their successors or assigns of the Loans and (ii) agreeing to reimburse the
Lenders and any of their Affiliates for any legal or other expenses reasonably
incurred by such Persons in connection with defending the Liabilities.

            SECTION 2.08 TAXES. (a) All payments made by the Borrowers
hereunder, under the Notes or under any other Loan Document shall be made
without set-off, counterclaim, deduction or other defense. All such payments
shall be made free and clear of and without deduction for any present or future
income, franchise, sales, use, excise, stamp or other taxes, levies, imposts,
deductions, charges, fees, withholdings, restrictions or conditions of any
nature now or hereafter imposed, levied, collected, withheld or assessed by any
jurisdiction (whether pursuant to United States Federal, state, local or foreign
law) or by any political subdivision or taxing authority thereof or therein, and
all interest, penalties or similar liabilities, excluding taxes on the net
income of, and branch profit taxes of, any Lender or any Agent or the L/C Issuer
imposed by the jurisdiction in which such Lender, such Agent or the L/C Issuer
is organized or any political subdivision thereof or taxing authority thereof or
any jurisdiction in which such Person's principal office or relevant lending
office is located or any political subdivision thereof or taxing authority
thereof (such nonexcluded taxes, levies, imposts, deductions, charges, fees,
withholdings, restrictions and conditions being hereinafter collectively
referred to as "TAXES"). If the Borrowers shall be required by law to deduct or
to withhold any Taxes from or in respect of any amount payable hereunder,

                      (i) the amount so payable shall be increased to the extent
necessary so that after making all required deductions and withholdings
(including Taxes on amounts payable to the Lenders, the Agents or the L/C Issuer
pursuant to this sentence, the Lenders, the Agents or the L/C Issuer receive an
amount equal to the sum they would have received had no such deduction or
withholding been made,

                      (ii) the Borrowers shall make such deduction or
withholding, and

                      (iii) the Borrowers shall pay the full amount deducted or
withheld to the relevant taxation authority in accordance with applicable law.
Whenever any Taxes are payable by the Borrowers, as promptly as possible
thereafter, the Administrative Borrower shall send the Lenders, the Agents and
the L/C Issuer an official receipt (or, if an official receipt is not available,
such other documentation as shall be satisfactory to the Lenders, the Agents or
the L/C Issuer, as the case may be) showing payment. In addition, the Borrowers
agree to pay any present or future taxes, charges or similar levies which arise
from any payment made hereunder or from the execution, delivery, performance,
recordation or filing of, or otherwise with respect to, this Agreement, the
Notes, the Letters of Credit or any other Loan Document other than the foregoing
excluded taxes (hereinafter referred to as "OTHER TAXES").

                  (b) The Borrowers will indemnify the Lenders, the Agents and
the L/C Issuer for the amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts
payable under this Section 2.08) paid by any Lender, any Agent or the L/C Issuer
and any liability (including penalties, interest and expenses



                                      -33-
<PAGE>   38

for nonpayment, late payment or otherwise) arising therefrom or with respect
thereto, whether or not such Taxes or Other Taxes were correctly or legally
asserted. This indemnification shall be paid within 30 days from the date on
which such Lender, such Agent or the L/C Issuer makes written demand which
demand shall identify the nature and amount of Taxes or Other Taxes for which
indemnification is being sought and the basis of the claim. If any Lender, any
Agent or the L/C Issuer shall determine that it has received a refund in respect
of any Taxes or Other Taxes as to which it has been indemnified by the Borrowers
pursuant to this Section 2.08(b), it shall notify the Borrowers of such refund
and shall, within 30 days after receipt of a request by the Administrative
Borrower, repay such refund to the Borrowers (to the extent of amounts that have
been paid by the Borrowers under this Section 2.08(b) with respect to such
refund plus interest that is actually received by such Lender, such Agent or the
L/C Issuer as part of the refund), net of all expenses of such Lender, such
Agent or the L/C Issuer and without any additional interest thereon; PROVIDED,
that the Borrowers, upon request by such Lender, such Agent or the L/C Issuer,
agree to return such refund (plus penalties, interest and other charges) to such
Lender, such Agent or the L/C Issuer in the event such Lender, such Agent or the
L/C Issuer is required to repay such refund. Nothing contained in this Section
2.08(b) shall require any Lender, any Agent or the L/C Issuer to make available
to any Borrower or any other Person any of its tax returns (or any other
information relating to its taxes that it deems to be confidential).

                  (c) Each Lender that is organized in a jurisdiction other than
the United States, a State thereof or the District of Columbia hereby agrees
that:

                      (i) it shall, (x) no later than the Effective Date (or, in
the case of a Lender which becomes a party hereto pursuant to Section 12.07
hereof after the Effective Date, the date upon which such Lender becomes a party
hereto) and (y) thereafter, within 30 days after receipt of written request
therefor from the Administrative Agent or the Administrative Borrower, deliver
to the Administrative Borrower and the Agents: (A) two accurate, complete and
signed originals of U.S. Internal Revenue Service Form W-8ECI or successor form,
or (B) two accurate, complete and signed originals of U.S. Internal Revenue
Service Form W-8BEN or successor form, in each case indicating that such Lender
is on the date of delivery thereof entitled to receive payments of principal,
interest and fees for the account of its lending office under this Agreement
free from withholding of United States Federal income tax unless, in the case of
such forms to be delivered pursuant to clause (y) above, such Lender is unable
to deliver such forms as a result of a change in any law, rule, regulation,
treaty or directive, or any judicial or administrative interpretation thereof
(including, without limitation, enactment or promulgation of any new law, rule,
regulation, treaty or directive), in each case on or after the Effective Date
(or, in the case of a Lender which becomes a party hereto pursuant to Section
12.07, the date such Lender became a party hereto);

                      (ii) if at any time such Lender changes its lending office
or offices or selects an additional lending office it shall, at the same time or
reasonably promptly thereafter, deliver to the Administrative Borrower through
the Agents in replacement for, or in addition to, the forms previously delivered
by it hereunder: (A) if such changed or additional lending office is located in
the United States, two accurate, complete and signed originals of such Form
W-8ECI or successor form, or (B) two accurate, complete and signed originals of
such Form W-8BEN or successor form, in each case indicating that such Lender is
on the date of



                                      -34-
<PAGE>   39

delivery thereof entitled to receive payments of principal, interest and fees
for the account of such changed or additional lending office under this
Agreement free from withholding of United States Federal income tax;

                      (iii) it shall, promptly upon the Administrative
Borrower's reasonable request to that effect, deliver to the Administrative
Borrower such other forms or similar documentation as may be required from time
to time by any applicable law, treaty, rule or regulation in order to establish
such Lender's tax status for withholding purposes; and

                      (iv) the Borrowers shall not be required to pay any
additional amount pursuant to Section 2.08(a) hereof in respect of U.S. Federal
withholding tax to any Lender to the extent such tax is required to be withheld
as a result of the failure of such Lender to deliver a form required to be
delivered under the preceding paragraphs (i) and (ii) of this Section 2.08(c).

                  (d) If the Borrowers fail to perform their obligations under
this Section 2.08, the Borrowers shall indemnify the Lenders, the Agents and the
L/C Issuer for any taxes, interest or penalties that may become payable as a
result of any such failure.


                                  ARTICLE IIA

                                LETTERS OF CREDIT

            SECTION 2.01A LETTER OF CREDIT GUARANTY. (a) In order to assist the
Borrowers in establishing or opening standby letters of credit, which shall have
expiry dates no later than fifteen days prior to the Final Maturity Date (the
"LETTERS OF CREDIT"), with the L/C Issuer, the Borrowers have requested the
Administrative Agent to join in the applications for such Letters of Credit
and/or guarantee payment or performance of such Letters of Credit and any drafts
thereunder through the issuance of a Letter of Credit Guaranty, thereby lending
the Administrative Agent's credit to that of the Borrowers, and the
Administrative Agent has agreed to do so. These arrangements shall be
coordinated by the Administrative Agent subject to the terms and conditions set
forth below. The Administrative Agent shall not be required to be the issuer of
any Letter of Credit. The Borrowers will be the account parties for application
for a Letter of Credit, which shall be substantially in the form of Exhibit H
hereto or on a computer transmission system approved by the Administrative Agent
and the L/C Issuer or such other written form or computer transmission system as
may from time to time be approved by the L/C Issuer and the Administrative
Agent, and shall be duly completed in a manner reasonably acceptable to the
Administrative Agent, together with such other certificates, agreements,
documents and other papers and information as the L/C Issuer or the
Administrative Agent may reasonably request (THE "LETTER OF CREDIT
APPLICATION"). In the event of any conflict between the terms of the Letter of
Credit Application and this Agreement, for purposes of this Agreement, the terms
of this Agreement shall control.

                  (b) The aggregate Letter of Credit Obligations shall not
exceed the lowest of (i) the difference between (A) the Total Revolving Credit
Commitment and (B) the aggregate principal amount of Revolving Loans then
outstanding, (ii) the difference between (A) the Borrowing Base and (B) the
aggregate principal amount of the Revolving Loans then outstanding, and (iii)
the L/C Subfacility. In addition, the terms and conditions of all Letters of



                                      -35-
<PAGE>   40

Credit and all changes or modifications thereof by the Borrowers and/or the L/C
Issuer shall in all respects be subject to the prior approval of the
Administrative Agent in the reasonable exercise of its sole and absolute
discretion, PROVIDED, HOWEVER, that (i) the expiry date of all Letters of Credit
shall be no later than fifteen days prior to the Final Maturity Date unless, on
or prior to fifteen days prior to the Final Maturity Date either such Letters of
Credit shall be cash collateralized in an amount equal to 105% of the face
amount of such Letters of Credit by the deposit of cash in such amount in an
account under the sole and exclusive control of the Administrative Agent for the
benefit of the Administrative Agent and/or the L/C Issuer (the "LETTER OF CREDIT
COLLATERAL ACCOUNT") or the Borrowers shall provide the Administrative Agent and
the Lenders with an indemnification, in form and substance reasonably
satisfactory to the Administrative Agent, from a commercial bank or other
financial institution acceptable to the Agents for any Letter of Credit
Obligations with respect to such Letters of Credit and (ii) the Letters of
Credit and all documentation in connection therewith shall be in form and
substance reasonably satisfactory to the Administrative Agent and the L/C
Issuer.

                  (c) The Administrative Agent shall have the right, without
notice to the Borrowers, to charge the Loan Account with the amount of any and
all indebtedness, liabilities and obligations of any kind (including
indemnification for breakage costs, capital adequacy and reserve requirement
charges) incurred by the Agents or the Lenders under the Letter of Credit
Guaranty or incurred by the L/C Issuer with respect to a Letter of Credit at the
earlier of (i) payment by the Administrative Agent or the Lenders under the
Letter of Credit Guaranty or (ii) the occurrence of any Default or Event of
Default. Any amount charged to the Loan Account shall be deemed a Revolving Loan
hereunder made by the Lenders to the Borrowers, funded by the Administrative
Agent on behalf of the Lenders and subject to Section 2.02 of this Agreement.
Any charges, fees, commissions, costs and expenses charged to the Administrative
Agent for the Borrowers' account by the L/C Issuer in connection with or arising
out of Letters of Credit or transactions relating thereto will be charged to the
Loan Account in full when charged to or paid by the Administrative Agent and,
when charged, shall be conclusive on the Borrowers absent manifest error. Each
of the Lenders and the Borrowers agrees that the Administrative Agent shall have
the right to make such charges regardless of whether any Event of Default or
Default shall have occurred and be continuing or whether any of the conditions
precedent in Section 5.02 have been satisfied.

                  (d) Each Borrower unconditionally indemnifies each Agent and
each Lender and holds each Agent and each Lender harmless from any and all loss,
claim or liability incurred by any Agent or any Lender arising from any
transactions or occurrences relating to Letters of Credit, any drafts or
acceptances thereunder, the Collateral relating thereto, and all Obligations in
respect thereof, including any such loss or claim due to any action taken by the
L/C Issuer, other than for any such loss, claim or liability arising out of the
gross negligence or willful misconduct of the L/C Issuer, any Agent or any
Lender as determined by a final judgment of a court of competent jurisdiction.
Each Borrower further agrees to jointly and severally hold each Agent and each
Lender harmless from any errors or omission, negligence or misconduct by the L/C
Issuer. Each Borrower's unconditional obligations to each Agent, the L/C Issuer
and each Lender with respect to Letters of Credit hereunder shall not be
modified or diminished for any reason or in any manner whatsoever, other than as
a result of such Agent's, the L/C Issuer's or such Lender's gross negligence or
willful misconduct as determined by a final judgment of a court of competent
jurisdiction. Each Borrower agrees that any charges incurred by the



                                      -36-
<PAGE>   41

Administrative Agent or the L/C Issuer for any Borrower's account hereunder may
be charged to the Loan Account.

                  (e) Upon any payments made to the L/C Issuer under the Letter
of Credit Guaranty, the Agents or the Lenders with a Revolving Credit
Commitment, as the case may be, shall, without prejudice to their rights under
this Agreement (including that such unreimbursed amounts shall constitute Loans
hereunder), acquire by subrogation, any rights, remedies, duties or obligations
granted or undertaken by any Borrower in favor of the L/C Issuer in any
application for Letters of Credit, any standing agreement relating to Letters of
Credit or otherwise, all of which shall be deemed to have been granted to the
Agents and the Lenders and apply in all respects to the Agents and the Lenders
and shall be in addition to any rights, remedies, duties or obligations
contained herein.

            SECTION 2.02A PARTICIPATIONS.

                  (a) PURCHASE OF PARTICIPATIONS. Immediately upon issuance by
the L/C Issuer of any Letter of Credit pursuant to this Agreement, each Lender
with a Revolving Credit Commitment shall be deemed to have irrevocably and
unconditionally purchased and received from the Administrative Agent, without
recourse or warranty, an undivided interest and participation, to the extent of
such Lender's Pro Rata Share, in all obligations of the Administrative Agent in
such Letter of Credit (including, without limitation, all Reimbursement
Obligations of the Borrowers with respect thereto pursuant to the Letter of
Credit Guaranty or otherwise).

                  (b) SHARING OF PAYMENTS. In the event that the Administrative
Agent makes any payment in respect of the Letter of Credit Guaranty and the
Borrowers shall not have repaid such amount to the Administrative Agent, the
Administrative Agent shall charge the Loan Account in the amount of the
Reimbursement Obligation, in accordance with Sections 2.01A(c) and 4.02 of this
Agreement.

                  (c) OBLIGATIONS IRREVOCABLE. The obligations of a Lender with
a Revolving Credit Commitment to make payments to the Administrative Agent for
the account of the Agents, the Lenders or the L/C Issuer with respect to a
Letter of Credit shall be irrevocable, without any qualification or exception
whatsoever and shall be made in accordance with the terms and conditions of this
Agreement under all circumstances, including, without limitation, any of the
following circumstances:

                      (i) any lack of validity or enforceability of this
Agreement or any of the other Loan Documents;

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



                                      -37-
<PAGE>   42

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

                      (iv) the surrender or impairment of any security for the
performance or observance of any of the terms of any of the Loan Documents;

                      (v) any failure by any Agent to provide any notices
required pursuant to this Agreement relating to such Letter of Credit;

                      (vi) any payment by the L/C Issuer under such Letter of
Credit against presentation of a draft or certificate which does not comply with
the terms of such Letter of Credit; or

                      (vii) the occurrence of any Default or Event of Default.

            SECTION 2.03A LETTERS OF CREDIT.

                  (a) REQUEST FOR ISSUANCE. The Administrative Borrower may,
upon notice not later than 12:00 noon, New York City time, at least two Business
Days in advance of the Effective Date, request the Administrative Agent to
assist the Borrowers in establishing or opening a Letter of Credit by delivering
to the Administrative Agent, with a copy to the L/C Issuer, a Letter of Credit
Application, together with any necessary related documents. The Administrative
Agent shall not provide support, pursuant to the Letter of Credit Guaranty, if
the Administrative Agent shall have received written notice from the Collateral
Agent or the Required Lenders on the Business Day immediately preceding the
proposed issuance date for such Letter of Credit that one or more of the
conditions precedent in Section 5.02, will not have been satisfied on such date,
and the Administrative Agent shall not otherwise be required to determine that,
or take notice whether, the conditions precedent set forth in Section 5.02 have
been satisfied.

                  (b) LETTER OF CREDIT FEES. (i) The Borrowers shall pay to the
Administrative Agent for the account of the Lenders with a Revolving Credit
Commitment, in accordance with the Lenders' Pro Rata Shares (x) for any Letter
of Credit issued hereunder, a nonrefundable fee equal to 2.5% per annum of the
stated amount of such Letter of Credit, payable on the date such Letter of
Credit is issued and (y) for any amendment to an existing Letter of Credit that
increases the stated amount of such Letter of Credit, a nonrefundable fee equal
to 2.5% per annum of the increase in the stated amount of such Letter of Credit,
payable on the date of such increase (the "LETTER OF CREDIT FEES").

                      (ii) L/C ISSUER CHARGES. The Borrowers shall pay to the
Administrative Agent the standard charges assessed by the L/C Issuer in
connection with the issuance, administration, amendment, payment or cancellation
of Letters of Credit.

                      (iii) CHARGES TO THE LOAN ACCOUNT. Each Borrower hereby
authorizes the Administrative Agent to, and the Administrative Agent may, from
time to time, charge the Loan Account pursuant to Sections 2.01A(c) and 4.02 of
this Agreement with the amount of any Letter of Credit fees or charges due under
this Section 2.03A.



                                      -38-
<PAGE>   43

                                  ARTICLE III

                      SECURITY AND ADMINISTRATIVE PRIORITY

            SECTION 3.01 COLLATERAL; GRANT OF LIEN AND SECURITY INTEREST.

                  (a) As security for the full and timely payment and
performance of all of the Obligations, each Borrower and Guarantor hereby as of
the Entry Date assigns, pledges, transfers and grants to the Collateral Agent,
for the benefit of the Lenders, a security interest in and to and Lien on all of
the property, assets or interests in property or assets of such Person, of any
kind or nature whatsoever, real or personal, now existing or hereafter acquired
or created (including, without limitation, all property of the estate (within
the meaning of the Bankruptcy Code) all accounts, inventory, contract rights,
instruments, documents, chattel paper, general intangibles, machinery and
equipment, real property, leases, 100% of the Capital Stock or other equity
interests in any domestic Subsidiary of the Parent and 65% of the Capital Stock
or other equity interests in any foreign Subsidiary of the Parent, investment
property, the Letter of Credit Collateral Account, all causes of action arising
under the Bankruptcy Code or otherwise (other than Avoidance Actions), and all
proceeds, rents, products and profits of any of the foregoing (all property of
the Borrowers subject to the security interest referred to in this Section
3.01(a) being hereafter referred to as the "COLLATERAL"), PROVIDED, HOWEVER,
that Collateral shall not include the assets described in Schedule 3.01(a)
hereto (the "EXCLUDED ASSETS").

                  (b) Upon entry of the Final Bankruptcy Court Order, the Liens
and security interests in favor of the Collateral Agent referred to in Section
3.01(a) hereof shall be valid and perfected Liens and security interests in the
Collateral, prior to all other Liens and security interests in the Collateral,
except for Permitted Liens, provided that, notwithstanding the foregoing, such
Liens and security interests in the Priority Collateral in favor of the
Collateral Agent for the benefit of the Lenders shall be prior to the Liens and
security interests in the Priority Collateral in favor of the Replacement
Facility Agent for the benefit of the Replacement Facility Lenders. Such Liens
and security interests and their priority shall remain in effect until the Total
Commitment shall have been terminated and all Obligations shall have been repaid
in cash in full.

                  (c) Notwithstanding anything herein to the contrary (i) all
proceeds received by the Agents and the Lenders from the Collateral subject to
the Liens granted in this Section 3.01 and in each other Loan Document and by
the Final Bankruptcy Court Order shall be subject to the prior payment of the
Carve-Out Expenses having priority of payment over the Obligations to the extent
set forth in the definition of Agreed Administrative Expense Priorities, (ii) no
Person entitled to Carve-Out Expenses shall be entitled to sell or otherwise
dispose, or seek or object to the sale or other disposition, of any Collateral;
and (iii) the administrative expense claim status of the Obligations granted in
the Final Bankruptcy Court Order and described in Section 3.02 shall not apply
to Avoidance Actions.

            SECTION 3.02 ADMINISTRATIVE PRIORITY. Each Borrower and Guarantor
agrees that the Obligations of such Person shall constitute allowed
administrative expenses in the Chapter 11 Cases which are PARI PASSU with the
allowed administrative expenses of the Replacement Facility Lenders in respect
of obligations under the Replacement Facility Documents and with the allowed
administrative expenses of certain creditors of Copperweld



                                      -39-
<PAGE>   44

pursuant to the Copperweld Order, having priority over all administrative
expenses of and unsecured claims against such Person now existing or hereafter
arising, of any kind or nature whatsoever, including, without limitation, all
administrative expenses of the kind specified in, or arising or ordered under,
Sections 105, 326, 328, 503(b), 506(c), 507(a), 507(b), 546(c), 726 and 1114 of
the Bankruptcy Code (whether or not such expenses or claims may become secured
by a judgment lien or other non-consensual lien, levy or attachment), subject,
as to priority, only to Carve-Out Expenses having priority of payment over the
Obligations to the extent set forth in the definition of Agreed Administrative
Expense Priorities.

            SECTION 3.03 GRANTS, RIGHTS AND REMEDIES. The Liens and security
interests granted pursuant to Section 3.01(a) hereof and the administrative
priority granted pursuant to Section 3.02 hereof may be independently granted by
the Loan Documents and by other Loan Documents hereafter entered into. This
Agreement, the Final Bankruptcy Court Order and such other Loan Documents
supplement each other, and the grants, priorities, rights and remedies of the
Agents and the Lenders hereunder and thereunder are cumulative.

            SECTION 3.04 NO FILINGS REQUIRED. The Liens and security interests
referred to herein shall be deemed valid and perfected by entry of the Final
Bankruptcy Court Order, and entry of the Final Bankruptcy Court Order shall have
occurred on or before the date of the initial Loans hereunder. The Collateral
Agent shall not be required to file any financing statements, mortgages, notices
of Lien or similar instruments in any jurisdiction or filing office or to take
any other action in order to validate or perfect the Lien and security interest
granted by or pursuant to this Agreement, the Final Bankruptcy Order or any
other Loan Document.

            SECTION 3.05 SURVIVAL. The Liens, lien priority, administrative
priorities and other rights and remedies granted to the Agents and the Lenders
pursuant to this Agreement, the Final Bankruptcy Court Order and the other Loan
Documents (specifically including, but not limited to, the existence, perfection
and priority of the Liens and security interests provided herein and therein,
and the administrative priority provided herein and therein) shall not be
modified, altered or impaired in any manner by any other financing or extension
of credit or incurrence of debt by any Borrower or Guarantor (pursuant to
Section 364 of the Bankruptcy Code or otherwise), or by any dismissal or
conversion of any of the Chapter 11 Cases, or by any other act or omission
whatsoever. Without limitation, notwithstanding any such order, financing,
extension, incurrence, dismissal, conversion, act or omission:

                  (a) except for the Carve-Out Expenses having priority of
payment over the Obligations to the extent set forth in the definition of Agreed
Administrative Expense Priorities and the PARI PASSU status of the allowed
administrative expenses of the Replacement Facility Lenders and certain
creditors of Copperweld pursuant to the Copperweld Order, as set forth in
Section 3.02, no costs or expenses of administration which have been or may be
incurred in the Chapter 11 Cases or any conversion of the same or in any other
proceedings related thereto, and no priority claims, are or will be prior to or
on a parity with any claim of the Agents and the Lenders against any Borrower or
Guarantor in respect of any Obligation,

                  (b) the Liens in favor of the Collateral Agent and the Lenders
set forth in Section 3.01(a) hereof shall constitute valid and perfected first
priority Liens and security interests, subject only to Permitted Liens, to which
such Liens and security interests may be subordinate and junior, and shall be
prior to all other Liens and security interests, now existing or



                                      -40-
<PAGE>   45

hereafter arising, in favor of any other creditor or any other Person
whatsoever, provided that, notwithstanding the foregoing, such Liens and
security interests in the Priority Collateral in favor of the Collateral Agent
for the benefit of the Lenders shall be prior to the Liens and security
interests in the Priority Collateral in favor of the Replacement Facility Agent
for the benefit of the Replacement Facility Lenders, and

                  (c) the Liens in favor of the Collateral Agent and the Lenders
set forth herein and in the Loan Documents shall continue to be valid and
perfected without the necessity that the Collateral Agent file financing
statements, mortgages or otherwise perfect its Lien under applicable
nonbankruptcy law.


                                   ARTICLE IV

                      FEES, PAYMENTS AND OTHER COMPENSATION

            SECTION 4.01 AUDIT AND COLLATERAL MONITORING FEES. The Borrowers
acknowledge that representatives of the Administrative Agent and the Collateral
Agent may visit any Loan Party and/or conduct audits, inspections, valuations
and/or field examinations of any Loan Party at any time and from time to time in
a manner so as to not unduly disrupt the business of such Loan Party. The
Borrowers agree to pay $1,000 per day per examiner plus the examiner's
out-of-pocket costs and reasonable expenses incurred in connection with all such
visits, audits, inspections, valuations and field examinations.

            SECTION 4.02 PAYMENTS; COMPUTATIONS AND STATEMENTS. (a) The
Borrowers will make each payment under the Notes not later than 12:00 noon (New
York City time) on the day when due, in lawful money of the United States of
America and in immediately available funds, to the Administrative Agent at the
Payment Office. All payments received by the Administrative Agent after 12:00
noon (New York City time) on any Business Day will be credited to the Loan
Account on the next succeeding Business Day. All payments shall be made by the
Borrowers without defense, set-off or counterclaim to the Agents and the
Lenders. Except as provided in Section 2.02, after receipt, the Administrative
Agent will promptly thereafter cause to be distributed like funds relating to
the payment of principal ratably to the Lenders in accordance with their Pro
Rata Shares and like funds relating to the payment of any other amount payable
to any Lender to such Lender, in each case to be applied in accordance with the
terms of this Agreement, PROVIDED that the Administrative Agent will cause to be
distributed all interest and fees received from or for the account of the
Borrowers not less than once each month and in any event promptly after receipt
thereof. The Lenders and the Borrowers hereby authorize the Administrative Agent
to, and the Administrative Agent may, from time to time, charge the Loan Account
of the Borrowers with any amount due and payable by the Borrowers under any Loan
Document. Each of the Lenders and the Borrowers agree that the Administrative
Agent shall have the right to make such charges whether or not any Event of
Default or Default shall have occurred and be continuing or whether any of the
conditions precedent in Section 5.02 have been satisfied. Any amount charged to
the Loan Account of the Borrowers shall be deemed a Revolving Loan hereunder
made by the Lenders to the Borrowers, funded by the Administrative Agent on
behalf of the Lenders and subject to Section 2.02 of this Agreement. The Lenders
and the Borrowers confirm that any charges which the Administrative Agent may so
make to the Loan Account of the Borrowers as herein provided will be made as an
accommodation to the Borrowers and solely at the Administrative Agent's
discretion, provided that the Administrative



                                      -41-
<PAGE>   46

Agent shall from time to time upon the request of the Collateral Agent, charge
the Loan Account of the Borrowers with any amount due and payable under any Loan
Document. Whenever any payment to be made under any such Loan Document shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day and such extension of time shall in such
case be included in the computation of interest or fees, as the case may be. All
computations of fees shall be made by the Administrative Agent on the basis of a
year of 360 days for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such fees are payable.
Each determination by the Administrative Agent of an interest rate or fees
hereunder shall be conclusive and binding for all purposes in the absence of
manifest error.

                  (b) The Administrative Agent shall provide the Administrative
Borrower, promptly after the end of each calendar month, a summary statement (in
the form from time to time used by the Administrative Agent) of the opening and
closing daily balances in the Loan Account of the Borrowers during such month,
the amounts and dates on all Loans made to the Borrowers during such month, the
amounts and dates of all payments on account of the Loans to the Borrowers
during such month and the Loans to which such payments were applied, the amount
of interest accrued on the Loans to the Borrowers during such month, any Letters
of Credit issued by the L/C Issuer for the account of the Borrowers during such
month, specifying the face amount thereof, the amount of charges to such Loan
Account and/or Loans made to the Borrowers during such month to reimburse the
Lenders for drawings made under Letters of Credit, and the amount and nature of
any charges to such Loan Account made during such month on account of fees,
commissions, expenses and other Obligations. All entries on any such statement
shall be presumed to be correct and, 30 days after the same is sent, shall be
final and conclusive absent manifest error.

            SECTION 4.03 SHARING OF PAYMENTS, ETC. Except as provided in Section
2.02(c) and (d) hereof and in any written agreement among the Agents and the
Lenders, if any Lender shall obtain any payment (whether voluntary, involuntary,
through the exercise of any right of set-off, or otherwise) on account of any
Obligation in excess of its ratable share of payments on account of similar
obligations obtained by all the Lenders, such Lender shall forthwith purchase
from the other Lenders such participations in such similar obligations held by
them as shall be necessary to cause such purchasing Lender to share the excess
payment ratably with each of them; PROVIDED, HOWEVER, that if all or any portion
of such excess payment is thereafter recovered from such purchasing Lender, such
purchase from each Lender shall be rescinded and such Lender shall repay to the
purchasing Lender the purchase price to the extent of such recovery together
with an amount equal to such Lender's ratable share (according to the proportion
of (i) the amount of such Lender's required repayment to (ii) the total amount
so recovered from the purchasing Lender of any interest or other amount paid by
the purchasing Lender in respect of the total amount so recovered). The
Borrowers agree that any Lender so purchasing a participation from another
Lender pursuant to this Section 4.03 may, to the fullest extent permitted by
law, exercise all its rights (including the Lender's right of set-off) with
respect to such participation as fully as if such Lender were the direct
creditor of the Borrowers in the amount of such participation.

            SECTION 4.04 APPORTIONMENT OF PAYMENTS. Subject to Section 2.02(c)
and (d) hereof and to any written agreement among the Agents and the Lenders:



                                      -42-
<PAGE>   47

                  (a) All payments of principal and interest in respect of
outstanding Loans, all payments in respect of the Reimbursement Obligations, all
payments of fees (other than the fees set forth in Section 2.06 hereof to the
extent subject to a written agreement among the Agents and/or the Lenders, fees
with respect to Letters of Credit provided for in Section 2.02A(b)(ii) and the
audit and collateral monitoring fee provided for in Section 4.01) and all other
payments in respect of any other Obligations, shall be allocated by the
Administrative Agent among such of the Lenders as are entitled thereto, in
proportion to their respective Pro Rata Shares or otherwise as provided herein
or, in respect of payments not made on account of Loans or Letter of Credit
Obligations, as designated by the Person making payment when the payment is
made.

                  (b) After the occurrence and during the continuance of an
Event of Default, all payments in respect of any Obligations and all proceeds of
the Collateral, shall, unless otherwise provided in a written agreement among
the Agents and the Lenders, be applied (i) FIRST, ratably to pay the Obligations
in respect of any fees, expense reimbursements, indemnities and other amounts
then due to the Agents or the L/C Issuer until paid in full; (II) SECOND,
ratably to pay the Obligations in respect of any fees and indemnities then due
to the Lenders until paid in full; (iii) THIRD, ratably to pay interest due in
respect of the Loans, Collateral Agent Advances and Reimbursement Obligations
until paid in full; (iv) FOURTH, ratably to pay principal of the Loans,
Collateral Agent Advances and Letter of Credit Obligations (or, to the extent
such Obligations are contingent, to provide cash collateral in respect of such
Obligations) until paid in full; and (v) FIFTH, to the ratable payment of all
other Obligations then due and payable.

                  (c) In the event of a direct conflict between the priority
provisions of this Section 4.04 and other provisions contained in any other Loan
Document, it is the intention of the parties hereto that both such priority
provisions in such documents shall be read together and construed, to the
fullest extent possible, to be in concert with each other. In the event of any
actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms
and provisions of this Section 4.04 shall control and govern.

            SECTION 4.05 INCREASED COSTS AND REDUCED RETURN.

                  (a) If any Lender or the L/C Issuer shall have determined that
the adoption or implementation of, or any change in, any law, rule, treaty or
regulation, or any policy, guideline or directive of, or any change in the
interpretation or administration thereof by, any court, central bank or other
administrative or Governmental Authority, or compliance by any Lender or the L/C
Issuer or any Person controlling any such Lender or the L/C Issuer with any
directive of or guideline from any central bank or other Governmental Authority
or the introduction of or change in any accounting principles applicable to any
Lender or the L/C Issuer or any Person controlling any such Lender or the L/C
Issuer (in each case, whether or not having the force of law), shall (i) change
the basis of taxation of payments to any Lender or the L/C Issuer or any Person
controlling any such Lender or the L/C Issuer of any amounts payable hereunder
(except for taxes on the overall net income of any Lender or the L/C Issuer or
any Person controlling any such Lender or the L/C Issuer), (ii) impose, modify
or deem applicable any reserve, special deposit or similar requirement against
any Loan or Letter of Credit or against assets of or held by, or deposits with
or for the account of, or credit extended by, any Lender or the L/C Issuer or
any Person controlling any such Lender or the L/C Issuer or (iii) impose on any



                                      -43-
<PAGE>   48

Lender or the L/C Issuer or any Person controlling any such Lender or the L/C
Issuer any other condition regarding this Agreement or any Loan or Letter of
Credit, and the result of any event referred to in clauses (i), (ii) or (iii)
above shall be to increase the cost to any Lender or the L/C Issuer of making
any Loan, issuing, guaranteeing or participating in any Letter of Credit, or
agreeing to make any Loan or issue, guaranty or participate in any Letter of
Credit, or to reduce any amount received or receivable by any Lender or the L/C
Issuer hereunder, then, upon demand by such Lender or the L/C Issuer, the
Borrowers shall pay to such Lender or the L/C Issuer such additional amounts as
will compensate such Lender or the L/C Issuer for such increased costs or
reductions in amount.

                  (b) If any Lender or the L/C Issuer shall have determined that
any Capital Guideline or adoption or implementation of, or any change in, any
Capital Guideline by the Governmental Authority charged with the interpretation
or administration thereof, or compliance by any Lender or the L/C Issuer or any
Person controlling any Lender or the L/C Issuer with any Capital Guideline or
with any request or directive of any such Governmental Authority with respect to
any Capital Guideline, or the implementation of, or any change in, any
applicable accounting principles (in each case, whether or not having the force
of law), either (i) affects or would affect the amount of capital required or
expected to be maintained by any Lender or the L/C Issuer or any Person
controlling any Lender or the L/C Issuer, and any Lender or the L/C Issuer
determines that the amount of such capital is increased as a direct or indirect
consequence of any Loans made or maintained, Letters of Credit issued or any
guaranty or participation with respect thereto or any Lender's or the L/C
Issuer's or any such other controlling Person's other obligations hereunder, or
(ii) has or would have the effect of reducing the rate of return on any Lender's
or the L/C Issuer's or any such other controlling Person's capital to a level
below that which such Lender or the L/C Issuer or such controlling Person could
have achieved but for such circumstances as a consequence of any Loans made or
maintained, Letters of Credit issued, or any guaranty or participation with
respect thereto or any agreement to make Loans to issue Letters of Credit or
such Lender's or the L/C Issuer's or such other controlling Person's other
obligations hereunder (in each case, taking into consideration, such Lender's or
the L/C Issuer's or such other controlling Person's policies with respect to
capital adequacy), then, upon demand by any Lender or the L/C Issuer, the
Borrowers shall pay to such Lender or the L/C Issuer from time to time such
additional amounts as will compensate such Lender or the L/C Issuer for such
cost of maintaining such increased capital or such reduction in the rate of
return on such Lender's or the L/C Issuer's or such other controlling Person's
capital.

                  (c) All amounts payable under this Section 4.05 shall bear
interest from the date that is ten days after the date of demand by a Lender or
the L/C Issuer until payment in full to such Lender or the L/C Issuer at the
Reference Rate. A certificate of any Lender or the L/C Issuer claiming
compensation under this Section 4.05 specifying the event herein above described
and the nature of such event shall be submitted by such Lender or the L/C Issuer
to the Administrative Borrower with a copy to the Administrative Agent, setting
forth the additional amount due, an explanation of the calculation thereof and
such Lender's or the L/C Issuer's reasons for invoking the provisions of this
Section 4.05, and shall be final and conclusive absent manifest error.

            SECTION 4.06 JOINT AND SEVERAL LIABILITY OF THE BORROWERS. (a)
Notwithstanding anything in this Agreement or any other Loan Document to the
contrary, each




                                      -44-
<PAGE>   49

of the Borrowers hereby accepts joint and several liability hereunder and under
the other Loan Documents in consideration of the financial accommodations to be
provided by the Agents and the Lenders under this Agreement and the other Loan
Documents, for the mutual benefit, directly and indirectly, of each of the
Borrowers and in consideration of the undertakings of the other Borrowers to
accept joint and several liability for the Obligations. Each of the Borrowers,
jointly and severally, hereby irrevocably and unconditionally accepts, not
merely as a surety but also as a co-debtor, joint and several liability with the
other Borrowers, with respect to the payment and performance of all of the
Obligations (including, without limitation, any Obligations arising under this
Section 4.06), it being the intention of the parties hereto that all of the
Obligations shall be the joint and several obligations of each of the Borrowers
without preferences or distinction among them. If and to the extent that any of
the Borrowers shall fail to make any payment with respect to any of the
Obligations as and when due or to perform any of the Obligations in accordance
with the terms thereof, then in each such event the other Borrowers will make
such payment with respect to, or perform, such Obligation. Subject to the terms
and conditions hereof, the Obligations of each of the Borrowers under the
provisions of this Section 4.06 constitute the absolute and unconditional, full
recourse Obligations of each of the Borrowers enforceable against each such
Person to the full extent of its properties and assets, irrespective of the
validity, regularity or enforceability of this Agreement, the other Loan
Documents or any other circumstances whatsoever.

                  (b) The provisions of this Section 4.06 are made for the
benefit of the Agents, the Lenders and their successors and assigns, and may be
enforced by them from time to time against any or all of the Borrowers as often
as occasion therefor may arise and without requirement on the part of the
Agents, the Lenders or such successors or assigns first to marshal any of their
claims or to exercise any of their rights against any of the other Borrowers or
to exhaust any remedies available to them against any of the other Borrowers or
to resort to any other source or means of obtaining payment of any of the
Obligations hereunder or to elect any other remedy. The provisions of this
Section 4.06 shall remain in effect until all of the Obligations shall have been
paid in full or otherwise fully satisfied.

                  (c) Each of the Borrowers hereby agrees that it will not
enforce any of its rights of contribution or subrogation against the other
Borrowers with respect to any liability incurred by it hereunder or under any of
the other Loan Documents, any payments made by it to the Agents or the Lenders
with respect to any of the Obligations or any Collateral until such time as all
of the Obligations have been paid in full in cash. Any claim which any Borrower
may have against any other Borrower with respect to any payments to the Agents
or the Lenders hereunder or under any other Loan Documents are hereby expressly
made subordinate and junior in right of payment, without limitation as to any
increases in the Obligations arising hereunder or thereunder, to the prior
payment in full in cash of the Obligations.


                                   ARTICLE V

                               CONDITIONS TO LOANS

            SECTION 5.01 CONDITIONS PRECEDENT TO EFFECTIVENESS. This Agreement
shall become effective as of the Business Day (the "EFFECTIVE DATE") when each
of the following conditions precedent shall have been satisfied in a manner
satisfactory to the Agents:



                                      -45-
<PAGE>   50

                  (a) FINAL BANKRUPTCY ORDER. (i) The Final Bankruptcy Court
Order shall have been entered by the Bankruptcy Court (the "ENTRY DATE") and the
Agents shall have received a certified copy of such order, and such order shall
be in full force and effect and shall not have been reversed, stayed, modified
or amended absent the prior written consent of the Agents, the Lenders and the
Borrowers.

                      (ii) An order of the Bankruptcy Court, in form and
substance satisfactory to the Collateral Agent, shall have been entered by the
Bankruptcy Court approving on a final basis the Replacement Facility, and the
Agents shall have received a certified copy of such order, and such order shall
be in full force and effect and shall not have been reversed, stayed, modified
or amended.

                  (b) PAYMENT OF FEES, ETC. The Borrowers shall have paid on or
before such date all fees, costs, expenses and taxes then payable pursuant to
Sections 2.06 and 12.04.

                  (c) REPRESENTATIONS AND WARRANTIES; NO EVENT OF DEFAULT. The
following statements shall be true and correct: (i) the representations and
warranties contained in Article VI and in each other Loan Document, certificate
or other writing delivered to any Agent, any Lender or the L/C Issuer pursuant
hereto or thereto on or prior to the Effective Date are true and correct on and
as of the Effective Date as though made on and as of such date and (ii) no
Default or Event of Default shall have occurred and be continuing on the
Effective Date or would result from this Agreement or the other Loan Documents
becoming effective in accordance with its or their respective terms.

                  (d) LEGALITY. The making of the initial Loans or the issuance
of any Letters of Credit shall not contravene any law, rule or regulation
applicable to any Agent, any Lender or the L/C Issuer.

                  (e) DELIVERY OF DOCUMENTS. The Collateral Agent shall have
received on or before the Effective Date the following, each in form and
substance satisfactory to the Collateral Agent and, unless indicated otherwise,
dated the Effective Date:

                      (i) a Term Note payable to the order of each Lender with a
Term Loan Commitment, duly executed by the Borrowers;

                      (ii) a Revolving Credit Note payable to the order of each
Lender with a Revolving Credit Commitment, duly executed by the Borrowers;

                      (iii) a Pledge Agreement, duly executed by each Loan
Party, together with the original stock certificates representing all of the
common stock of such Loan Party's subsidiaries and all intercompany promissory
notes of such Loan Party, accompanied by undated stock powers executed in blank
and other proper instruments of transfer;

                      (iv) an Intercreditor Agreement, duly executed by the
Collateral Agent and the Replacement Facility Agent;

                      (v) an Agreement Among Lenders, duly executed by the
Agents and the Lenders;



                                      -46-
<PAGE>   51

                      (vi) (A) copies of request for copies of information on
Form UCC-11, listing all effective financing statements which name as debtor any
Borrower and which are filed in the jurisdictions in which any Borrower has
assets or property, together with copies of such financing statements, none of
which, except as otherwise agreed in writing by the Collateral Agent, shall
cover any of the Collateral and the results of searches for any tax Lien and
judgment Lien filed against any Borrower or its property, which results, except
as otherwise agreed to in writing by the Collateral Agent, shall not show any
such Liens and (B) title searches with respect to all real property owned by VP
Buildings, which results shall be satisfactory to the Collateral Agent;

                      (vii) a copy of the resolutions of each Loan Party,
certified as of the Effective Date by the Secretary or Assistant Secretary
thereof, authorizing (A) the borrowings hereunder and the transactions
contemplated by the Loan Documents to which such Loan Party is or will be a
party, and (B) the execution, delivery and performance by such Loan Party of
each Loan Document and the execution and delivery of the other documents to be
delivered by such Person in connection herewith and therewith;

                      (viii) a certificate of the Secretary or Assistant
Secretary of each Loan Party, certifying the names and true signatures of the
representatives of such Loan Party authorized to sign each Loan Document to
which such Loan Party is or will be a party and the other documents to be
executed and delivered by such Loan Party in connection herewith and therewith,
together with evidence of the incumbency of such authorized officers;

                      (ix) a certificate of the appropriate official(s) of the
state of organization and each state of foreign qualification of each Loan Party
certifying as to the subsistence in good standing of, and the payment of taxes
by, such Loan Party in such state;

                      (x) a true and complete copy of the charter, certificate
of formation, certificate of limited partnership or other publicly filed
organizational document of each Loan Party certified as of a date not more than
30 days prior to the Effective Date by an appropriate official of the state of
organization of such Loan Party;

                      (xi) a copy of the charter and by-laws, limited liability
company agreement, operating agreement, agreement of limited partnership or
other organizational document of each Loan Party, together with all amendments
thereto, certified as of the Effective Date by the Secretary or Assistant
Secretary of such Loan Party;

                      (xii) opinions of Hennigan, Bennett & Dorman, special
counsel to the Loan Parties, and N. David Bleisch, Esq., in-house counsel to the
Loan Parties, substantially in the form of Exhibit I and as to such other
matters as the Collateral Agent may reasonably request;

                      (xiii) a certificate of an Authorized Officer of each Loan
Party, certifying as to the matters set forth in subsection (c) of this Section
5.01;

                      (xiv) a copy of the Financial Statements, together with a
certificate of an Authorized Officer of the Parent;



                                      -47-
<PAGE>   52

                      (xv) the financial projections described in Section
6.01(g)(ii) hereof, which projections shall be satisfactory in form and
substance to the Agents determined by the Agents in good faith;

                      (xvi) copies of all letters received by the Parent
expressing interest in an acquisition of the Capital Stock or assets of VP
Buildings and its Subsidiaries, together with any letters of intent, memoranda
of understanding or similar undertakings entered into by the Parent and a
prospective purchaser or proffered by a prospective purchaser with respect to
any such sale or disposition;

                      (xvii) evidence of the insurance coverage required by
Section 7.01 and, where requested by the Collateral Agent, with such
endorsements as to the named insureds or loss payees thereunder as the
Collateral Agent may request and providing that such policy may be terminated or
canceled (by the insurer or the insured thereunder) only upon 30 days' prior
written notice to the Collateral Agent and each such named insured or loss
payee, together with evidence of the payment of all premiums due in respect
thereof for such period as the Collateral Agent may request;

                      (xviii) a certificate of an Authorized Officer of the
Administrative Borrower, certifying the names and true signatures of the persons
that are authorized to provide Notices of Borrowing, Letter of Credit
Applications and all other notices under this Agreement and the other Loan
Documents;

                      (xix) copies of the Replacement Facility Documents as in
effect on the Effective Date, together with a certificate of an Authorized
Officer of the Parent stating that such agreements are true and correct copies
thereof and remain in full force and effect and that the Parent and its
Subsidiaries have not breached or defaulted in any of their obligations under
such agreements;

                      (xx) such depository account, blocked account, lockbox
account and similar agreements and other documents, each in form and substance
satisfactory to the Agents, as the Agents may request with respect to VP
Buildings' cash management system; and

                      (xxi) such other agreements, instruments, approvals,
opinions and other documents, each satisfactory to the Collateral Agent in form
and substance, as the Collateral Agent may reasonably request.

                  (f) MATERIAL ADVERSE EFFECT. The Collateral Agent shall have
determined, in its sole judgment, that no event or development has occurred
since December 31, 2000 which has had a Material Adverse Effect.

                  (g) PROCEEDINGS; RECEIPT OF DOCUMENTS. All proceedings in
connection with the making of the initial Loans or the issuance of the initial
Letters of Credit and the other transactions contemplated by this Agreement and
the other Loan Documents, and all documents incidental hereto and thereto, shall
be satisfactory to the Collateral Agent and its counsel, and the Collateral
Agent and such counsel shall have received all such information and such
counterpart originals or certified or other copies of such documents as the
Collateral Agent or such counsel may reasonably request.



                                      -48-
<PAGE>   53

                  (h) DUE DILIGENCE. The Agents shall have completed their
business and legal due diligence with respect to each Loan Party and the results
thereof shall be acceptable to the Agents, in their sole and absolute
discretion. (I) AVAILABILITY. After giving effect to all Loans to be made on the
Effective Date and the Letters of Credit issued on the Effective Date, the
Availability shall not be less than $65,000,000. The Administrative Borrower
shall deliver to the Agents a certificate of the chief financial officer of the
Administrative Borrower certifying as to the matters set forth above and
containing the calculation of Availability.

            SECTION 5.02 CONDITIONS PRECEDENT TO ALL LOANS AND LETTERS OF
CREDIT. The obligation of any Agent or any Lender to make any Loan or of the
Administrative Agent to assist the Borrowers in establishing or opening any
Letter of Credit after the Effective Date is subject to the fulfillment, in a
manner satisfactory to the Administrative Agent, of each of the following
conditions precedent:

                  (a) PAYMENT OF FEES, ETC. The Borrowers shall have paid all
fees, costs, expenses and taxes then payable by the Borrowers pursuant to this
Agreement and the other Loan Documents, including, without limitation, Sections
2.06 and 12.04 hereof.

                  (b) REPRESENTATIONS AND WARRANTIES; NO EVENT OF DEFAULT. The
following statements shall be true and correct, and the submission by the
Administrative Borrower to the Administrative Agent of a Notice of Borrowing
with respect to each such Loan, and the Borrowers' acceptance of the proceeds of
such Loan, or the submission by the Borrowers of a Letter of Credit Application
with respect to a Letter of Credit, and the issuance of such Letter of Credit,
shall each be deemed to be a representation and warranty by the Borrowers on the
date of such Loan or the date of issuance of such Letter of Credit that: (i) the
representations and warranties contained in Article VI and in each other Loan
Document, certificate or other writing delivered to any Agent or any Lender
pursuant hereto or thereto on or prior to the date of such Loan or such Letter
of Credit are true and correct on and as of such date as though made on and as
of such date, (ii) at the time of and after giving effect to the making of such
Loan and the application of the proceeds thereof or at the time of issuance of
such Letter of Credit, no Default or Event of Default has occurred and is
continuing or would result from the making of the Loan to be made, or the
issuance of such Letter of Credit to be issued, on such date and (iii) the
conditions set forth in this Section 5.02 have been satisfied as of the date of
such request.

                  (c) LEGALITY. The making of such Loan or the issuance of such
Letter of Credit shall not contravene any law, rule or regulation applicable to
any Agent, any Lender or the L/C Issuer.

                  (d) NOTICES. Except in the case of a Revolving Loan pursuant
to Section 2.01A(c), the Administrative Agent shall have received (i) a Notice
of Borrowing pursuant to Section 2.02 hereof and (ii) a Letter of Credit
Application pursuant to Section 2.03A hereof.

                  (e) DELIVERY OF DOCUMENTS. The Agents shall have received such
other agreements, instruments, approvals, opinions and other documents, each in
form and substance satisfactory to the Agents, as any Agent may reasonably
request.



                                      -49-
<PAGE>   54

                  (f) PROCEEDINGS; RECEIPT OF DOCUMENTS. All proceedings in
connection with the making of such Loan or the issuance of such Letter of Credit
and the other transactions contemplated by this Agreement and the other Loan
Documents, and all documents incidental hereto and thereto, shall be
satisfactory to the Agents and their counsel, and the Agents and such counsel
shall have received all such information and such counterpart originals or
certified or other copies of such documents, in form and substance satisfactory
to the Agents, as the Agents or such counsel may reasonably request.

                  (g) FINAL BANKRUPTCY COURT ORDER. On the date of such Loan or
the issuance of such Letter of Credit, the Final Bankruptcy Court Order shall
have been signed and entered by the Bankruptcy Court, and the Agents shall have
received a certified copy of the same and such order shall be in full force and
effect and shall not have been reversed, stayed, modified or amended absent the
consent of the Agents, the Lenders and the Borrowers.


                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

            SECTION 6.01 REPRESENTATIONS AND WARRANTIES. Each Loan Party hereby
represents and warrants to the Agents, the Lenders and the L/C Issuer as
follows:

                  (a) ORGANIZATION, GOOD STANDING, ETC. Each Loan Party (i) is a
corporation, limited liability company or partnership duly organized, validly
existing and in good standing under the laws of the state of its organization,
(ii) subject to the entry and the terms of the Final Bankruptcy Court Order, has
all requisite power and authority to conduct its business as now conducted and
as presently contemplated and, in the case of the Borrowers, to make the
borrowings hereunder, and to execute and deliver each Loan Document to which it
is a party, and to consummate the transactions contemplated thereby, and (iii)
except as set forth on Schedule 6.01(a), is duly qualified to do business and is
in good standing in each jurisdiction in which the character of the properties
owned or leased by it or in which the transaction of its business makes such
qualification necessary.

                  (b) AUTHORIZATION, ETC. The execution, delivery and
performance by each Loan Party of each Loan Document to which it is or will be a
party, (i) have been duly authorized by all necessary corporate action, (ii) do
not and will not contravene its charter or by-laws, its limited liability
company or operating agreement or its certificate of partnership or partnership
agreement, as applicable, or after the Entry Date any applicable law, any
contractual restriction binding on or otherwise affecting it or any of its
properties (other than conflicts, breaches and defaults the enforcement of which
will be stayed by virtue of the filing of the Chapter 11 Cases), or any order or
decree of any court or Governmental Authority (including, without limitation,
any order entered in the Chapter 11 Cases), (iii) do not and will not result in
or require the creation of any Lien (other than pursuant to any Loan Document)
upon or with respect to any of its properties, and (iv) do not and will not
result in any default, noncompliance, suspension, revocation, impairment,
forfeiture or nonrenewal of any permit, license, authorization or approval
applicable to its operations or any of its properties.

                  (c) GOVERNMENTAL APPROVALS. Except for the entry of the Final
Bankruptcy Court Order, no authorization or approval or other action by, and no
notice to or



                                      -50-
<PAGE>   55

filing with, any Governmental Authority is required in connection with the due
execution, delivery and performance by any Loan Party of any Loan Document to
which it is or will be a party.

                  (d) EXECUTION AND BINDING EFFECT. Subject to the entry of and
the terms of the Final Bankruptcy Court Order, each of the Loan Documents when
delivered hereunder is or will be duly and validly executed and delivered by
each of the Loan Parties which is a party thereto and constitute legal, valid
and binding obligations of each of the Loan Parties which is a party thereto,
enforceable in accordance with the terms hereof or thereof.

                  (e) SUBSIDIARIES. Schedule 6.01(e) is a complete and correct
description of the name, jurisdiction of incorporation and ownership of the
outstanding Capital Stock of all of the direct and indirect Subsidiaries of the
Parent in existence on the date hereof. All of the issued and outstanding shares
of Capital Stock of such Subsidiaries have been validly issued and are fully
paid and nonassessable, and the holders thereof are not entitled to any
preemptive, first refusal or other similar rights. Except as indicated on
Schedule 6.01(e), all such Capital Stock is owned by the Parent or one or more
of its wholly-owned Subsidiaries, free and clear of all Liens. There are no
outstanding debt or equity securities of any Subsidiaries of the Parent and no
outstanding obligations of any Subsidiaries of the Parent convertible into or
exchangeable for, or warrants, options or other rights for the purchase or
acquisition from any such Subsidiaries of the Parent, or other obligations of
any Subsidiary to issue, directly or indirectly, any shares of Capital Stock of
any Subsidiary of the Parent.

                  (f) LITIGATION. Except as set forth on Schedule 6.01(f), there
is no pending or, to the knowledge of any Loan Party, threatened action, suit or
proceeding affecting any Loan Party before any court or other Governmental
Authority or any arbitrator that (i) if adversely determined, could have a
Material Adverse Effect or (ii) relates to this Agreement, the Notes or any
other Loan Document or any transaction contemplated hereby or thereby.

                  (g) FINANCIAL CONDITION.

                      (i) The Financial Statements, copies of which have been
delivered to each of the Agents and each of the Lenders, fairly present the
consolidated financial condition of the Parent and its Subsidiaries as at the
respective dates thereof and the consolidated results of operations of the
Parent and its Subsidiaries for the fiscal periods ended on such respective
dates, all in accordance with GAAP, and since December 31, 2000, no event or
development has occurred that has had or could have a Material Adverse Effect.

                      (ii) The Parent has heretofore furnished to the Lenders
thirteen week rolling cash flow projections of the Parent and its Subsidiaries,
which projections shall be updated from time to time pursuant to Section
7.01(a)(vii)(A). Such projections, as so updated, are believed by the Parent at
the time furnished to be reasonable, have been prepared on a reasonable basis
and in good faith by the Parent, and have been based on assumptions believed by
the Parent to be reasonable at the time made and upon the best information then
reasonably available to the Parent, and the Parent is not aware of any facts or
information that would lead it to believe that such projections, as so updated,
are incorrect or misleading in any material respect.



                                      -51-
<PAGE>   56

                  (h) COMPLIANCE WITH LAW, ETC. Except in the case of
Environmental Laws, as set forth on Schedule 6.01(r), none of the Loan Parties
is in violation of its organizational documents, any law, rule, regulation,
judgment or order of any Governmental Authority applicable to it or any of its
property or assets, or any material term of any Replacement Facility Document to
which it is a party, and no Default or Event of Default has occurred and is
continuing.

                  (i) ERISA. Except as set forth on Schedule 6.01(i), (i) each
Employee Plan is in substantial compliance with ERISA and the Internal Revenue
Code, (ii) no Termination Event has occurred nor is reasonably expected to occur
with respect to any Employee Plan, (iii) the most recent annual report (Form
5500 Series) with respect to each Employee Plan, including any required Schedule
B (Actuarial Information) thereto, copies of which have been filed with the
Internal Revenue Service and delivered to the Agents, is complete and correct
and fairly presents the funding status of such Employee Plan, and since the date
of such report there has been no material adverse change in such funding status,
(iv) copies of each agreement entered into with the PBGC, the U.S. Department of
Labor or the Internal Revenue Service with respect to any Employee Plan have
been delivered to the Agents, (v) no Employee Plan had an accumulated or waived
funding deficiency or permitted decreases which would create a deficiency in its
funding standard account or has applied for an extension of any amortization
period within the meaning of Section 412 of the Internal Revenue Code at any
time during the previous 60 months, and (vi) no Lien imposed under the Internal
Revenue Code or ERISA exists or is likely to arise on account of any Employee
Plan within the meaning of Section 412 of the Internal Revenue Code. Except as
set forth on Schedule 6.01(i), none of the Loan Parties or any of their ERISA
Affiliates have incurred any withdrawal liability under ERISA with respect to
any Multiemployer Plan, or are aware of any facts indicating that the Loan
Parties or any of their ERISA Affiliates may in the future incur any such
withdrawal liability. None of the Loan Parties or any of their ERISA Affiliates
nor any fiduciary of any Employee Plan has (i) engaged in a nonexempt prohibited
transaction described in Sections 406 of ERISA or 4975 of the Internal Revenue
Code, (ii) failed to pay any required installment or other payment required
under Section 412 of the Internal Revenue Code on or before the due date for
such required installment or payment, (iii) engaged in a transaction within the
meaning of Section 4069 of ERISA or (iv) incurred any liability to the PBGC
which remains outstanding other than the payments of premiums, and there are no
premium payments which have become due which are unpaid. There are no pending
or, to the knowledge of the Loan Parties, threatened claims, actions,
proceedings or lawsuits (other than claims for benefits in the normal course)
asserted or instituted against (i) any Employee Plan or its assets, (ii) any
fiduciary with respect to any Employee Plan, or (iii) any of the Loan Parties or
any of their ERISA Affiliates with respect to any Employee Plan. Except as
required by Section 4980B of the Internal Revenue Code, none of the Loan Parties
or any of their ERISA Affiliates maintains an employee welfare benefit plan (as
defined in Section 3(1) of ERISA) which provides health or welfare benefits
(through the purchase of insurance or otherwise) for any retired or former
employee of any Loan Party or any of its ERISA Affiliates or coverage after a
participant's termination of employment.

                  (j) TAXES, ETC. All Federal, state and local tax returns and
other reports required by applicable law to be filed by any Loan Party have been
filed, or extensions have been obtained, and all taxes, assessments and other
governmental charges imposed upon any Loan Party or any property of any Loan
Party and which have become due and payable on or



                                      -52-
<PAGE>   57

prior to the date hereof have been paid, except to the extent contested in good
faith by proper proceedings which stay the imposition of any penalty, fine or
Lien resulting from the non-payment thereof and with respect to which adequate
reserves have been set aside for the payment thereof or to the extent that such
payment or any enforcement action is stayed as a result of the Chapter 11 Cases.

                  (k) REGULATIONS T, U AND X. None of the Loan Parties is nor
will be engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulations T, U and
X), and no proceeds of any Loan will be used to purchase or carry any margin
stock or to extend credit to others for the purpose of purchasing or carrying
any margin stock.

                  (l) Intentionally Omitted.

                  (m) ADVERSE AGREEMENTS, ETC. No Loan Party is a party to any
agreement or instrument, or subject to any charter, limited liability company
agreement, partnership agreement or other corporate, partnership or limited
liability company restriction or any judgment, order, regulation, ruling or
other requirement of a court or other Governmental Authority, which has, or in
the future could have, a Material Adverse Effect.

                  (n) PERMITS, ETC. Except, in the case of Environmental Laws,
as set forth on Schedule 6.01(r), each Loan Party has, and is in compliance
with, all permits, licenses, authorizations, approvals, entitlements and
accreditations required for such Person lawfully to own, lease, manage or
operate, or to acquire, each business currently owned, leased, managed or
operated, or to be acquired, by such Person. No condition exists or event has
occurred which, in itself or with the giving of notice or lapse of time or both,
would result in the suspension, revocation, impairment, forfeiture or
non-renewal of any such permit, license, authorization, approval, entitlement or
accreditation, and there is no claim that any thereof is not in full force and
effect.

                  (o) PROPERTIES. (i) Each Loan Party has good and marketable
title to, or valid leasehold interests in, all property and assets material to
its business, free and clear of all Liens, except Permitted Liens.

                      (ii) Schedule 6.01(o) sets forth a complete and accurate
list, as of the Effective Date, of the location, by state and street address, of
all real property owned or leased by each Borrower.

                  (p) FULL DISCLOSURE. Each Loan Party has disclosed to the
Agents all agreements, instruments and corporate or other restrictions to which
it is subject, and all other matters known to it, that, individually or in the
aggregate, could result in a Material Adverse Effect. None of the other reports,
financial statements, certificates or other information furnished by or on
behalf of any Loan Party to the Agents in connection with the negotiation of
this Agreement or delivered hereunder (as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; PROVIDED that,
with respect to projected financial information, each Loan Party represents only
that such information was prepared in good faith based upon assumptions



                                      -53-
<PAGE>   58

believed to be reasonable at the time. There is no contingent liability or fact
that may have a Material Adverse Effect which has not been set forth in a
footnote included in the Financial Statements or a Schedule hereto.

                  (q) MATERIAL CONTRACTS. Each Replacement Facility Document (i)
is in full force and effect and is binding upon and enforceable against each
Loan Party that is a party thereto, and to the best knowledge of such Loan
Party, all other parties thereto in accordance with its terms, (ii) has not been
otherwise amended or modified, and (iii) is not in default due to the action of
any Loan Party or, to the best knowledge of any Loan Party, any other party
thereto.

                  (r) ENVIRONMENTAL MATTERS. Except as set forth on Schedule
6.01(r), (i) the operations of each Loan Party are in compliance with all
Environmental Laws except for such violations that in the aggregate could not
have a Material Adverse Effect; (ii) there has been no Release at any of the
properties owned or operated by any Loan Party or a predecessor in interest, or
at any disposal or treatment facility which received Hazardous Materials
generated by any Loan Party or any predecessor in interest which could have a
Material Adverse Effect; (iii) no Environmental Action has been asserted against
any Loan Party or any predecessor in interest nor does any Loan Party have
knowledge or notice of any threatened or pending Environmental Action against
any Loan Party or any predecessor in interest which could have a Material
Adverse Effect; and (iv) no Environmental Actions have been asserted against any
facilities that may have received Hazardous Materials generated by any Loan
Party or any predecessor in interest which could have a Material Adverse Effect.

                  (s) INSURANCE. Each Loan Party keeps its property adequately
insured and maintains (i) insurance to such extent and against such risks,
including fire, as is customary with companies in the same or similar
businesses, (ii) workmen's compensation insurance in the amount required by
applicable law, (iii) public liability insurance, which shall include product
liability insurance, in the amount customary with companies in the same or
similar businesses against claims for personal injury or death on properties
owned, occupied or controlled by it, and (iv) such other insurance as may be
required by law or as may be reasonably required by the Collateral Agent
(including, without limitation, against larceny, embezzlement or other criminal
misappropriation). Schedule 6.01(s) sets forth a list of all insurance
maintained by each Loan Party on the Effective Date.

                  (t) USE OF PROCEEDS. The proceeds of the Loans shall be used
to (i) pay fees and expenses in connection with the transactions contemplated
hereby and (ii) fund working capital of the Borrowers (including, without
limitation, payments of fees and expenses to professionals under Sections 330
and 331 of the Bankruptcy Code and administrative expenses of the kind specified
in Section 503(b) of the Bankruptcy Code incurred in the ordinary course of
business of the Borrowers or otherwise approved by the Bankruptcy Court (and not
otherwise prohibited under this Agreement), subject to the priorities set forth
in the definition of "Agreed Administrative Expense Priorities" herein). The
Letters of Credit will be used for general working capital purposes.

                  (u) LOCATION OF BANK ACCOUNTS. Schedule 6.01(u) sets forth a
complete and accurate list, as of the Effective Date, of all deposit, checking
and other bank accounts, all securities and other accounts maintained with any
broker dealer and all other similar accounts maintained by VP Buildings,
together with a description thereof (i.e., the bank



                                      -54-
<PAGE>   59

or broker dealer at which such deposit or other account is maintained and the
account number and the purpose thereof).

                  (v) INTELLECTUAL PROPERTY. Upon delivery to the Collateral
Agent pursuant to Section 7.01(q), Schedule 6.01(v) shall set forth a complete
and accurate list, as of the date of delivery thereof, of all material licenses,
permits, patents, patent applications, trademarks, trademark applications,
service marks, tradenames, copyrights, copyright applications, franchises,
authorizations, non-governmental licenses and permits and other intellectual
property rights of each Borrower. Each Loan Party owns or licenses or otherwise
has the right to use all licenses, permits, patents, patent applications,
trademarks, trademark applications, service marks, tradenames, copyrights,
copyright applications, franchises, authorizations, non-governmental licenses
and permits and other intellectual property rights that are necessary for the
operations of its businesses, without infringement upon or conflict with the
rights of any other Person with respect thereto, except for such infringements
and conflicts which, individually or in the aggregate, could not have a Material
Adverse Effect. No slogan or other advertising device, product, process, method,
substance, part or other material now employed, or now contemplated to be
employed, by any Loan Party infringes upon or conflicts with any rights owned by
any other Person, and no claim or litigation regarding any of the foregoing is
pending or threatened, except for such infringements and conflicts which could
not have, individually or in the aggregate, a Material Adverse Effect. To the
best knowledge of each Loan Party, no patent, invention, device, application,
principle or any statute, law, rule, regulation, standard or code is pending or
proposed, which, individually or in the aggregate, could have a Material Adverse
Effect.

                  (w) HOLDING COMPANY AND INVESTMENT COMPANY ACTS. None of the
Loan Parties is (i) a "holding company" or a "subsidiary company" of a "holding
company" or an "affiliate" of a "holding company", as such terms are defined in
the Public Utility Holding Company Act of 1935, as amended, or (ii) an
"investment company" or an "affiliated person" or "promoter" of, or "principal
underwriter" of or for, an "investment company", as such terms are defined in
the Investment Company Act of 1940, as amended.

                  (x) EMPLOYEE AND LABOR MATTERS. There is (i) no unfair labor
practice complaint pending or, to the best knowledge of any Loan Party,
threatened against any Loan Party before any Governmental Authority and no
grievance or arbitration proceeding pending or threatened against any Loan Party
which arises out of or under any collective bargaining agreement, (ii) no
strike, labor dispute, slowdown, stoppage or similar action or grievance pending
or threatened against any Loan Party and (iii) to the best knowledge of any Loan
Party, no union representation question existing with respect to the employees
of any Loan Party and no union organizing activity taking place with respect to
any of the employees of any Loan Party which, in any such case, could have a
Material Adverse Effect. None of the Loan Parties or any of their ERISA
Affiliates has incurred any liability or obligation under the Worker Adjustment
and Retraining Notification Act ("WARN") or similar state law, which remains
unpaid or unsatisfied. The hours worked and payments made to employees of any
Loan Party have not been in violation of the Fair Labor Standards Act or any
other applicable legal requirements, except to the extent such violations could
not, individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect. All material payments due from any Loan Party on
account of wages and employee health and welfare insurance and other benefits
have been



                                      -55-
<PAGE>   60

paid or accrued as a liability on the books of the Loan Parties, except where
the failure to do so could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

                  (y) LOCATION OF INVENTORY; PLACE OF BUSINESS; CHIEF EXECUTIVE
OFFICE. There is no location at which VP Buildings has any Inventory with an
aggregate book value in excess of $500,000 (except for Inventory in transit)
other than (i) those locations listed on Schedule 6.01(y) and (ii) any other
locations approved in writing by the Collateral Agent pursuant to the definition
of "Eligible Raw Materials Inventory". Schedule 6.01(y) contains a true, correct
and complete list, as of the Effective Date, of the legal names and addresses of
each warehouse at which Inventory of VP Buildings is stored. None of the
receipts received by VP Buildings from any warehouse states that the goods
covered thereby are to be delivered to bearer or to the order of a named Person
or to a named Person and such named Person's assigns. Schedule 6.01(y) sets
forth a complete and accurate list as of the date hereof of (A) each place of
business of each Borrower and (B) the chief executive office of each Borrower.

                  (z) SCHEDULES. All of the information which is required to be
scheduled to this Agreement is set forth on the Schedules attached hereto, is
correct and accurate and does not omit to state any information material
thereto.

                  (aa) REPRESENTATIONS AND WARRANTIES IN DOCUMENTS; NO DEFAULT.
All representations and warranties set forth in this Agreement and the other
Loan Documents are true and correct in all respects at the time as of which such
representations were made and on the Effective Date. No Event of Default has
occurred and is continuing and no condition exists which constitutes a Default
or an Event of Default.

                  (bb) ADMINISTRATIVE PRIORITY; LIEN PRIORITY.

                       (i) After the Entry Date, the Obligations of each
Borrower will constitute allowed administrative expenses in the Chapter 11 Cases
which are PARI PASSU with the allowed administrative expenses of the Replacement
Facility Lenders in respect of obligations under the Replacement Facility
Documents and with the allowed administrative expenses of certain creditors of
Copperweld pursuant to the Copperweld Order, having priority in payment over all
other administrative expenses and unsecured claims against each Borrower now
existing or hereafter arising, of any kind or nature whatsoever, including
without limitation all administrative expenses of the kind specified in, or
arising or ordered under, Sections 105, 326, 328, 503(b), 506(c), 507(a),
507(b), 546(c), 726 and 1114 of the Bankruptcy Code (whether or not such
expenses or claims may become secured by a judgment lien or other non-consensual
lien, levy or attachment), subject, as to priority, only to Carve-Out Expenses
having priority of payment over the Obligations to the extent set forth in the
Agreed Administrative Expense Priorities.

                       (ii) Upon entry of the Final Bankruptcy Court Order, the
Lien and security interest of the Collateral Agent on the Collateral shall be a
valid and perfected first priority Lien, subject only to Permitted Liens,
provided that, notwithstanding the foregoing, such Liens and security interests
in the Priority Collateral in favor of the Collateral Agent for the benefit of
the Lenders shall be prior to the Liens and security interests in the Priority
Collateral in favor of the Replacement Facility Agent for the benefit of the
Replacement Facility Lenders.



                                      -56-
<PAGE>   61

                       (iii) After the Entry Date, the Final Bankruptcy Court
Order is in full force and effect, and has not been reversed, stayed, modified
or amended absent the consent of the Agents, the Lenders and the Borrowers.

                  (cc) APPOINTMENT OF TRUSTEE OR EXAMINER; LIQUIDATION. No order
has been entered in any Chapter 11 Case (i) for the appointment of a chapter 11
trustee, (ii) for the appointment of an examiner with enlarged powers (beyond
those set forth in Sections 1106(a)(3) and (4) of the Bankruptcy Code) under
Section 1106(b) of the Bankruptcy Code or (iii) to convert any Chapter 11 Case
to a chapter 7 case or to dismiss any Chapter 11 Case.


                                  ARTICLE VII

                          COVENANTS OF THE LOAN PARTIES

            SECTION 7.01 AFFIRMATIVE COVENANTS. So long as any principal of or
interest on any Loan, Reimbursement Obligation, Letter of Credit Obligation or
any other Obligation (whether or not due) shall remain unpaid or any Lender
shall have any Commitment hereunder, the Loan Parties will, unless the Required
Lenders shall otherwise consent in writing:

                  (a) REPORTING REQUIREMENTS. Furnish to each Agent and each
Lender:

                      (i) as soon as available and in any event within 45 days
after the end of each fiscal quarter of the Parent, consolidated and
consolidating balance sheets by business segment, consolidated and consolidating
statements of operations and retained earnings by business segment and
consolidated and consolidating statements of cash flows by business segment of
the Parent and its Subsidiaries as at the end of such quarter, and for the
period commencing at the end of the immediately preceding Fiscal Year and ending
with the end of such quarter, setting forth in each case in comparative form the
figures for the corresponding date or period of the immediately preceding Fiscal
Year, all in reasonable detail and certified by an Authorized Officer of the
Parent as fairly presenting, in all material respects, the financial position of
the Parent and its Subsidiaries as of the end of such quarter and the results of
operations and cash flows of the Parent and its Subsidiaries for such quarter,
in accordance with GAAP applied in a manner consistent with that of the most
recent audited financial statements of the Parent and its Subsidiaries furnished
to the Agents and the Lenders, subject to normal year-end adjustments;

                      (ii) as soon as available, and in any event within 90 days
after the end of each Fiscal Year, consolidated and consolidating balance sheets
by business segment, consolidated and consolidating statements of operations and
shareholders equity by business segment and consolidated and consolidating
statements of cash flows by business segment of the Parent and its Subsidiaries
as at the end of such Fiscal Year, setting forth in comparative form the
corresponding figures for the immediately preceding Fiscal Year, all in
reasonable detail and prepared in accordance with GAAP, and accompanied by a
report (as to the consolidated statements only), prepared in accordance with
auditing standards generally accepted in the United States, of independent
certified public accountants of recognized standing selected by the Parent and
satisfactory to the Agents (which report shall be without (A) any qualification
other than a "going concern" qualification, (B) any qualification or exception
as to the scope of such audit, or (C) any qualification which relates to the
treatment or classification of any item and



                                      -57-
<PAGE>   62

which, as a condition to the removal of such qualification, would require an
adjustment to such item, the effect of which would be to cause any noncompliance
with the provisions of Section 7.03, together with a written statement of such
accountants (1) to the effect that, in making the examination necessary for
their report on such financial statements, they have not obtained any knowledge
of the existence of an Event of Default or a Default with respect to Sections
7.02(g), 7.03(a) and 7.03(b) and (2) if such accountants shall have obtained any
knowledge of the existence of an Event of Default or such Default, describing
the nature thereof;

                      (iii) as soon as available, and in any event within 30
days after the end of each fiscal month of the Parent, internally prepared
consolidated and consolidating balance sheets by business segment, consolidated
and consolidating statements of operations by business segment and consolidated
and consolidating statements of cash flows by business segment for such fiscal
month of the Parent and its Subsidiaries and for the period from the beginning
of such Fiscal Year to the end of such fiscal month, all in reasonable detail
and certified by an Authorized Officer of the Parent as fairly presenting, in
all material respects, the financial position of the Parent and its Subsidiaries
as of the end of such fiscal month and the results of operations and cash flows
of the Parent and its Subsidiaries for such fiscal month, in accordance with
GAAP applied in a manner consistent with that of the most recent audited
financial statements furnished to the Agents and the Lenders, subject to normal
year-end adjustments; PROVIDED, HOWEVER, that if the end of such fiscal month is
also the end of a fiscal quarter or the end of a Fiscal Year, such report shall
be delivered in accordance with Section 7.01(a)(i) or Section 7.01(a)(ii), as
appropriate;

                      (iv) simultaneously with the delivery of the financial
statements of the Parent and its Subsidiaries required by clauses (i), (ii) and
(iii) of this Section 7.01(a), a certificate of an Authorized Officer of the
Parent (A) stating that such Authorized Officer has reviewed the provisions of
this Agreement and the other Loan Documents and has made or caused to be made
under his or her supervision a review of the condition and operations of the
Parent and its Subsidiaries during the period covered by such financial
statements with a view to determining whether the Parent and its Subsidiaries
were in compliance with all of the provisions of such Loan Documents at the
times such compliance is required by the Loan Documents, and that such review
has not disclosed, and such Authorized Officer has no knowledge of, the
existence during such period of an Event of Default or Default or, if an Event
of Default or Default existed, describing the nature and period of existence
thereof and the action which the Parent and its Subsidiaries propose to take or
have taken with respect thereto and (B) attaching a schedule showing the
calculations specified in Section 7.03;

                      (v) as soon as available and in any event within 10 days
of the end of each fiscal month of VP Buildings, reports in detail satisfactory
to the Administrative Agent and the Collateral Agent and certified by an
Authorized Officer of VP Buildings as being accurate and complete listing,
unless otherwise agreed to by the Administrative Agent, (A) all Accounts
Receivable of VP Buildings as of such day, which shall include the amount and
age of each Account Receivable, showing separately those which are more than 30,
60 and 90 days old and a description of all Liens, set-offs, defenses and
counterclaims with respect thereto, together with a reconciliation of such
schedule with the schedule delivered to the Administrative Agent and the
Collateral Agent pursuant to this clause (v)(A) for the immediately preceding
fiscal month, the name and mailing address of each Account Debtor with respect
to each such Account



                                      -58-
<PAGE>   63

Receivable and such other information as any Agent may request, (B) all accounts
payable of VP Buildings as of each such day which shall include the amount and
age of each account payable, the name and mailing address of each account
creditor and such other information as any Agent may request, and (C) all
Inventory of VP Buildings as of each such day, and containing a breakdown of
such Inventory by type and amount, the cost and the current market value thereof
(by location), the date of acquisition, the warehouse and production facility
location and such other information as any Administrative Agent and the
Collateral Agent may request, all in detail and in form satisfactory to the
Administrative Agent and the Collateral Agent;

                      (vi) within 4 Business Days after the end of each week,
(A) a Borrowing Base Certificate, current as of the close of business on Friday
of the immediately preceding week, supported by schedules showing the derivation
thereof and containing such detail and other information as any Administrative
Agent and the Collateral Agent may request from time to time provided, that (1)
the Borrowing Base set forth in the Borrowing Base Certificate shall be
effective from and including the date such Borrowing Base Certificate is duly
received by the Administrative Agent and the Collateral Agent but not including
the date on which a subsequent Borrowing Base Certificate is received by the
Administrative Agent and the Collateral Agent, unless any such Agent disputes
the eligibility of any property for inclusion in the calculation of the
Borrowing Base or the valuation thereof by notice of such dispute to the
Administrative Borrower and (2) in the event of any dispute about the
eligibility of any property for inclusion in the calculation of the Borrowing
Base or the valuation thereof, such Agent's good faith judgment shall control,
and (B) a copy of the borrowing base certificate delivered by the Loan Parties
to the Replacement Facility Agent pursuant to the Replacement Facility
Agreement;

                      (vii) (A) within 3 Business Days after the end of each
week, updated 13 week rolling cash flow projections, supplementing and
superseding the financial projections referred to in Section 6.01(g)(ii), in
form and substance satisfactory to the Administrative Agent and the Collateral
Agent, and (B) on or before December 31, 2001, financial projections of VP
Buildings and its Subsidiaries for the 2002 Fiscal Year of VP Buildings and its
Subsidiaries, in form and substance satisfactory to the Administrative Agent and
the Collateral Agent, all such financial projections to be reasonable, to be
prepared on a reasonable basis and in good faith, and to be based on assumptions
believed by the Parent to be reasonable at the time made and from the best
information then available to the Parent;

                      (viii) promptly after the filing thereof, copies of all
pleadings, motions, applications, financial information and other papers and
documents filed by the Borrowers in the Chapter 11 Cases, which papers and
documents shall also be given or served on the Agents' counsel;

                      (ix) promptly after the sending thereof, copies of all
written reports given by the Borrowers to any official or unofficial creditors'
committee in the Chapter 11 Cases, other than any such reports subject to
privilege, provided that such Person may redact any confidential information
contained in any such report if it provides a summary of the nature of the
information redacted to the Agents.



                                      -59-
<PAGE>   64

                      (x) promptly after submission to any Government Authority,
all documents and information furnished to such Government Authority in
connection with any investigation of any Loan Party other than routine inquiries
by such Governmental Authority;

                      (xi) as soon as possible, and in any event within 3 days
after the occurrence of an Event of Default or Default or the occurrence of any
event or development that could have a Material Adverse Effect, the written
statement of an Authorized Officer of the Administrative Borrower setting forth
the details of such Event of Default, Default, other event, development or
Material Adverse Effect and the action which the Parent and its Subsidiaries
propose to take with respect thereto;

                      (xii) (A) as soon as possible and in any event (1) within
10 days after any Loan Party or any ERISA Affiliate thereof knows or has reason
to know that any Reportable Event with respect to any Employee Plan has
occurred, (2) within 10 days after any Loan Party or any ERISA Affiliate thereof
knows or has reason to know that any other Termination Event with respect to any
Employee Plan has occurred, or (3) within 10 days after any Loan Party or any
ERISA Affiliate thereof knows or has reason to know that an accumulated funding
deficiency has been incurred or an application has been made to the Secretary of
the Treasury for a waiver or modification of the minimum funding standard
(including installment payments) or an extension of any amortization period
under Section 412 of the Internal Revenue Code with respect to an Employee Plan,
a statement of an Authorized Officer of the Administrative Borrower setting
forth the details of such occurrence and the action, if any, which such Loan
Party or such ERISA Affiliate proposes to take with respect thereto, (B)
promptly and in any event within 3 days after receipt thereof by any Loan Party
or any ERISA Affiliate thereof from the PBGC, copies of each notice received by
any Loan Party or any ERISA Affiliate thereof of the PBGC's intention to
terminate any Plan or to have a trustee appointed to administer any Plan, (C)
promptly and in any event within 10 days after the filing thereof with the
Internal Revenue Service if requested by any Agent, copies of each Schedule B
(Actuarial Information) to the annual report (Form 5500 Series) with respect to
each Employee Plan and Multiemployer Plan, (D) promptly and in any event within
10 days after any Loan Party or any ERISA Affiliate thereof knows or has reason
to know that a required installment within the meaning of Section 412 of the
Internal Revenue Code has not been made when due with respect to an Employee
Plan, (E) promptly and in any event within 3 days after receipt thereof by any
Loan Party or any ERISA Affiliate thereof from a sponsor of a Multiemployer Plan
or from the PBGC, a copy of each notice received by any Loan Party or any ERISA
Affiliate thereof concerning the imposition or amount of withdrawal liability
under Section 4202 of ERISA or indicating that such Multiemployer Plan may enter
reorganization status under Section 4241 of ERISA, and (F) promptly and in any
event within 10 days after any Loan Party or any ERISA Affiliate thereof sends
notice of a plant closing or mass layoff (as defined in WARN) to employees,
copies of each such notice sent by such Loan Party or such ERISA Affiliate
thereof;

                      (xiii) promptly after the commencement thereof but in any
event not later than 5 days after service of process with respect thereto on, or
the obtaining of knowledge thereof by, any Loan Party, notice of each action,
suit or proceeding before any court or other Governmental Authority or other
regulatory body or any arbitrator which, if adversely determined, could have a
Material Adverse Effect;



                                      -60-
<PAGE>   65

                      (xiv) as soon as possible and in any event within 5 days
after execution, receipt or delivery thereof, copies of any material notices
(other than notices of borrowing and borrowing base certificates delivered to
the Agents and the Lenders pursuant to Section 7.01(a)(vi)(B)) that any Loan
Party executes or receives in connection with any Replacement Facility Document;

                      (xv) as soon as possible and in any event within 5 days
after execution, receipt or delivery thereof, copies of any material notices
that any Loan Party executes or receives in connection with the sale or other
Disposition of the Capital Stock of, or all or substantially all of the assets
of, any Borrower;

                      (xvi) promptly after the sending or filing thereof, copies
of all statements, reports and other information any Loan Party sends to any
holders of its Indebtedness or its securities or files with the SEC or any
national (domestic or foreign) securities exchange;

                      (xvii) promptly upon receipt thereof, copies of all
financial reports (including, without limitation, management letters), if any,
submitted to any Loan Party by its auditors in connection with any annual or
interim audit of the books thereof; and

                      (xviii) promptly upon request, such other information
concerning the condition or operations, financial or otherwise, of any Loan
Party as any Agent may from time to time may reasonably request.

                  (b) SALE OF VP BUILDINGS. Keep the Agents and the Lenders
reasonably informed as to the status of discussions and negotiations for the
sale or other Disposition of the Capital Stock of, or all or substantially all
of the assets of, VP Buildings.

                  (c) COMPLIANCE WITH LAWS, ETC. Except, in the case of
Environmental Laws, as otherwise provided in Section 7.01(j), comply, and cause
each of their Subsidiaries to comply, in all material respects with all
applicable laws, rules, regulations and orders, such compliance to include,
without limitation, (i) paying before the same become delinquent all taxes,
assessments and governmental charges or levies imposed upon them or upon their
income or profits or upon any of their properties, and (ii) paying all lawful
claims which if unpaid might become a Lien or charge upon any of their
properties, except to the extent contested in good faith by proper proceedings
which stay the imposition of any penalty, fine or Lien resulting from the
non-payment thereof and with respect to which adequate reserves have been set
aside for the payment thereof or to the extent that such compliance or payment
or any enforcement action is stayed as a result of the Chapter 11 Cases.

                  (d) PRESERVATION OF EXISTENCE, ETC. Maintain and preserve, and
cause each of their Subsidiaries to maintain and preserve, their existence,
rights and privileges, and become or remain duly qualified and in good standing
in each jurisdiction in which the character of the properties owned or leased by
them or in which the transaction of their business makes such qualification
necessary.

                  (e) KEEPING OF RECORDS AND BOOKS OF ACCOUNT. Keep, and cause
each of their Subsidiaries to keep, adequate records and books of account, with
complete entries made in accordance with GAAP.



                                      -61-
<PAGE>   66


                  (f) INSPECTION RIGHTS. Permit, and cause each of their
Subsidiaries to permit, any Agent or any agents or representatives thereof at
any time and from time to time during normal business hours, at the expense of
the Borrowers, to examine and make copies of and abstracts from their records
and books of account, to visit and inspect their properties, to verify
materials, leases, notes, accounts receivable, deposit accounts and other assets
of the Loan Parties and their Subsidiaries, to conduct audits, physical counts,
valuations, appraisals, Phase I and Phase II Environmental Site Assessments or
examinations and to discuss their affairs, finances and accounts with any of the
directors, officers, managerial employees, independent accountants or other
representatives thereof. The Borrowers agree to pay the reasonable cost of such
audit, appraisal, assessment or examination.

                  (g) MAINTENANCE OF PROPERTIES, ETC. Maintain and preserve, and
cause each of their Subsidiaries to maintain and preserve, all of their
properties which are necessary or useful in the proper conduct of their business
in good working order and condition, ordinary wear and tear excepted.

                  (h) MAINTENANCE OF INSURANCE. Maintain, and cause each of
their Subsidiaries to maintain, insurance with responsible and reputable
insurance companies or associations (including, without limitation,
comprehensive general liability, hazard, rent and business interruption
insurance) with respect to their properties (including all real properties
leased or owned by them) and business, in such amounts and covering such risks
as is required by any Governmental Authority having jurisdiction with respect
thereto or as is carried generally in accordance with sound business practice by
companies in similar businesses similarly situated and in any event in amount,
adequacy and scope reasonably satisfactory to the Collateral Agent. All policies
covering the Collateral are to be made payable to the Collateral Agent for the
benefit of the Lenders, as its interests may appear, in case of loss, under a
standard non-contributory "lender" or "secured party" clause and are to contain
such other provisions as the Collateral Agent may require to fully protect the
Lenders' interest in the Collateral and to any payments to be made under such
policies. All certificates of insurance are to be delivered to the Collateral
Agent and the policies are to be premium prepaid, with the loss payable and
additional insured endorsement in favor of Collateral Agent and such other
Persons as the Collateral Agent may designate from time to time, and shall
provide for not less than 30 days' prior written notice to the Collateral Agent
of the exercise of any right of cancellation. If the Loan Parties or any of
their Subsidiaries fail to maintain such insurance, the Collateral Agent may
arrange for such insurance, but at the Borrowers' expense and without any
responsibility on the Collateral Agent's part for obtaining the insurance, the
solvency of the insurance companies, the adequacy of the coverage, or the
collection of claims. Upon the occurrence and during the continuance of an Event
of Default, the Collateral Agent shall have the sole right, in the name of the
Lenders, the Loan Parties and their Subsidiaries, to file claims under any
insurance policies, to receive, receipt and give acquittance for any payments
that may be payable thereunder, and to execute any and all endorsements,
receipts, releases, assignments, reassignments or other documents that may be
necessary to effect the collection, compromise or settlement of any claims under
any such insurance policies.

                  (i) OBTAINING OF PERMITS, ETC. Except, in the case of
Environmental Laws, as otherwise provided in Section 7.01(j), obtain, maintain
and preserve, and cause each of their Subsidiaries to obtain, maintain and
preserve, and take all necessary action to timely renew



                                      -62-
<PAGE>   67

all material permits, licenses, authorizations, approvals, entitlements and
accreditations which are necessary or useful in the proper conduct of their
businesses and become or remain, and cause each of their Subsidiaries to become
or remain, duly qualified and in good standing in each jurisdiction in which the
character of the properties owned or leased by them or in which the transaction
of their businesses makes such qualification necessary.

                  (j) ENVIRONMENTAL. (i) Keep any property either owned or
operated by them or any of their Subsidiaries free of any Environmental Liens;
(ii) comply, and cause their Subsidiaries to comply, in all material respects
with Environmental Laws and provide to the Collateral Agent documentation of
such compliance which the Collateral Agent reasonably requests; (iii) promptly
and in any event within 10 days of such Release, notify the Agents of any
Release of a Hazardous Material in excess of any reportable quantity from or
onto property owned or operated by the Loan Parties or any of their Subsidiaries
and take any Remedial Actions required to abate said Release; (iv) promptly
provide the Agents with written notice within 10 days of the receipt of any of
the following: (A) notice that an Environmental Lien has been filed against any
property of any Loan Party or any of its Subsidiaries; (B) commencement of any
Environmental Action or notice that an Environmental Action will be filed
against any Loan Party or any of its Subsidiaries which could have a Material
Adverse Effect; and (C) notice of a violation, citation or other administrative
order which could have a Material Adverse Effect and (v) defend, indemnify and
hold harmless the Agents and the Lenders and their transferees, and their
respective employees, agents, officers and directors, from and against any
claims, demands, penalties, fines, liabilities, settlements, damages, costs or
expenses (including, without limitation, attorney and consultant fees,
investigation and laboratory fees, court costs and litigation expenses) arising
out of (A) the presence, disposal, release or threatened release of any
Hazardous Materials on any property at any time owned or occupied by any Loan
Party or any of its Subsidiaries (or its respective predecessors in interest or
title), (B) any personal injury (including wrongful death) or property damage
(real or personal) arising out of or related to such Hazardous Materials, (C)
any investigation, lawsuit brought or threatened, settlement reached or
government order relating to such Hazardous Materials, (D) any violation of any
Environmental Law and/or (E) any Environmental Action filed against any Agent or
any Lender.

                  (k) FURTHER ASSURANCES. Subject to the terms of the Final
Bankruptcy Court Order, take such action and execute, acknowledge and deliver,
and cause each of their Subsidiaries to take such action and execute,
acknowledge and deliver, at their sole cost and expense, such agreements,
instruments or other documents as each Agent may require from time to time in
order (i) to carry out more effectively the purposes of this Agreement and the
other Loan Documents, (ii) to subject to valid and perfected first priority
Liens any of the Collateral or any other property of the Loan Parties and their
Subsidiaries, (iii) to establish and maintain the validity and effectiveness of
any of the Loan Documents and the validity, perfection and priority of the Liens
intended to be created thereby, and (iv) to better assure, convey, grant,
assign, transfer and confirm unto each Agent the rights now or hereafter
intended to be granted to the Agents, the Lenders and the L/C Issuer under this
Agreement or any other Loan Document. The assurances contemplated by this
Section 7.01(k) shall be given under applicable nonbankruptcy law (to the extent
not inconsistent with the Bankruptcy Code and orders of the Bankruptcy Court) as
well as the Bankruptcy Code, it being the intention of the parties that the
Agents may request assurances under applicable nonbankruptcy law, and such
request shall be complied with (if otherwise made in good faith by the Agents)
whether or not the Final Bankruptcy Court Order



                                      -63-
<PAGE>   68

is in force and whether or not dismissal of the Chapter 11 Cases or any other
action by the Bankruptcy Court is imminent, likely or threatened.

                  (l) CHANGE IN COLLATERAL; COLLATERAL RECORDS. (i) Give the
Collateral Agent not less than 30 days' prior written notice of any change in
the location of any Inventory of VP Buildings, other than to locations set forth
on Schedule 7.01(l) and with respect to which the Collateral Agent has fully
perfected its Liens thereon, (ii) advise the Collateral Agent promptly, in
sufficient detail, of any material adverse change relating to the type, quantity
or quality of the Collateral or the Lien granted thereon and (iii) execute and
deliver, and cause each of their Subsidiaries to execute and deliver, to the
Collateral Agent for the benefit of the Lenders from time to time, solely for
the Collateral Agent's convenience in maintaining a record of Collateral, such
written statements and schedules as the Collateral Agent may reasonably require,
designating, identifying or describing the Collateral.

                  (m) FISCAL YEAR. Cause the Fiscal Year of the Parent and its
Subsidiaries to end on December 31 of each calendar year unless the
Administrative Agent and the Collateral Agent consent to a change in such Fiscal
Year (and appropriate related changes to this Agreement).

                  (n) BORROWING BASE. Maintain all Revolving Loans and Letter of
Credit Obligations in compliance with the then current Borrowing Base.

                  (o) BUSINESS PLAN. Make the senior officers of the Parent
available to discuss its business plan (a copy of which has heretofore been
delivered to the Collateral Agent) with the Administrative Agent or the
Collateral Agent upon any such Agent's request.

                  (p) RESTRUCTURING PLAN. No later than April 16, 2001, deliver
to the Agents the Restructuring Plan in form and substance satisfactory to the
Agents and the Lenders.

                  (q) INTELLECTUAL PROPERTY. Within 10 days after the Effective
Date, deliver to the Agents Schedule 6.01(v) to the Financing Agreement, setting
forth a complete and accurate list, as of the date of delivery thereof, of all
material licenses, permits, patents, patent applications, trademarks, trademark
applications, service marks, tradenames, copyrights, copyright applications,
franchises, authorizations, non-governmental licenses and permits and other
intellectual property rights of each Borrower.

            SECTION 7.02 NEGATIVE COVENANTS. So long as any principal of or
interest on any Loan, Reimbursement Obligation, Letter of Credit Obligation or
any other Obligation (whether or not due) shall remain unpaid or any Lender
shall have any Commitment hereunder, the Loan Parties shall not, unless the
Required Lenders shall otherwise consent in writing:

                  (a) FINAL BANKRUPTCY COURT ORDER; ADMINISTRATIVE PRIORITY;
LIEN PRIORITY; PAYMENT OF CLAIMS.

                      (i) At any time seek, consent to or suffer to exist any
modification, stay, vacation or amendment of the Final Bankruptcy Court Order,
except for modifications and amendments agreed to by the Agents and the Lenders;



                                      -64-
<PAGE>   69

                      (ii) At any time suffer to exist a priority for any
administrative expense or unsecured claim against any Borrower or Guarantor (now
existing or hereafter arising of any kind or nature whatsoever, including
without limitation any administrative expenses of the kind specified in, or
arising or ordered under, Sections 105, 326, 328, 503(b), 506(c), 507(a),
507(b), 546(c) 726 and 1114 of the Bankruptcy Code (whether or not such expenses
or claims may become secured by a judgment lien or other non-consensual lien,
levy or attachment)) equal or superior to the priority of the Agents and the
Lenders in respect of the Obligations, except as provided in Section 3.02 and
for the Carve-Out Expenses having priority of payment over the Obligations to
the extent set forth in the definition of Agreed Administrative Expense
Priorities;

                      (iii) At any time suffer to exist any Lien on the
Collateral having a priority equal or superior to the Lien in favor of the
Agents and the Lenders in respect of the Collateral, except for Permitted Liens,
provided that, notwithstanding the foregoing, such Liens and security interests
in the Priority Collateral in favor of the Collateral Agent for the benefit of
the Lenders shall be prior to the Liens and security interests in the Priority
Collateral in favor of the Replacement Facility Agent for the benefit of the
Replacement Facility Lenders; and

                      (iv) Prior to the date on which the Obligations have been
paid in full in cash and the Total Commitment has been terminated, the Borrowers
shall not pay any administrative expense claims except (i) Priority Professional
Expenses and other payments pursuant to sub-clause (i) of clause "FIRST" of the
definition of the term "Agreed Administrative Expense Priorities", (ii)
administrative expense claims in respect of obligations under the Replacement
Facility, (iii) administrative expense claims of certain creditors of Copperweld
pursuant to the Copperweld Order, (iv) any Obligations due and payable
hereunder, and (iv) other administrative expense claims incurred in the ordinary
course of the business of the Borrowers or their respective Chapter 11 Cases, in
each case to the extent and having the order of priority set forth in the Agreed
Administrative Expense Priorities.

                  (b) LIENS, ETC. Create, incur, assume or suffer to exist, or
permit any of their Subsidiaries to create, incur, assume or suffer to exist any
Lien upon or with respect to any of their properties, whether now owned or
hereafter acquired, to file or suffer to exist under the Uniform Commercial Code
or any similar law or statute of any jurisdiction, a financing statement (or the
equivalent thereof) that names any Loan Party or any of their Subsidiaries as
debtor, to sign or suffer to exist any security agreement authorizing any
secured party thereunder to file such financing statement (or the equivalent
thereof), to sell any of their property or assets subject to an understanding or
agreement, contingent or otherwise, to repurchase such property or assets
(including sales of accounts receivable) with recourse to any Loan Party or any
of its Subsidiaries or assign or otherwise transfer, or permit any of their
Subsidiaries to assign or otherwise transfer, any account or other right to
receive income, other than Permitted Liens, provided that, Permitted Liens shall
not include, and no Liens shall be permitted on the assets of VP Buildings other
than the Liens of the Collateral Agent for the benefit of the Lenders and the
Lien of the Replacement Facility Agent for the benefit of the Replacement
Facility Lenders.

                  (c) INDEBTEDNESS. Create, incur, assume, guarantee or suffer
to exist, or otherwise become or remain liable with respect to, or permit any of
their Subsidiaries to create, incur, assume, guarantee or suffer to exist or
otherwise become or remain liable with respect to, any Indebtedness other than
Permitted Indebtedness.



                                      -65-
<PAGE>   70

                  (d) FUNDAMENTAL CHANGES.

                      (i) Wind-up, liquidate or dissolve (or permit or suffer
any Subsidiary thereof) or merge, consolidate or amalgamate with any Person, or,
except for any merger or consolidation of any Loan Party in connection with the
consummation of a plan of reorganization in the Chapter 11 Cases, agree to do
any of the foregoing or permit any of their Subsidiaries to do any of the
foregoing, provided that any Loan Party (other than VP Buildings and its
Subsidiaries) may be merged into another Loan Party, or may consolidate with
another such wholly-owned Subsidiary of such Loan Party, so long as (A) no other
provision of this Agreement would be violated thereby, (B) such Loan Party gives
the Agents at least 60 days' prior written notice of such merger or
consolidation, (C) no Default or Event of Default shall have occurred and be
continuing either before or after giving effect to such transaction, (D) the
Collateral Agent's rights in any Collateral, including, without limitation, the
existence, perfection and priority of any Lien thereon, are not adversely
affected by such merger or consolidation and (E) the surviving Subsidiary, if
any, is joined as a Loan Party hereunder and is a party to a Pledge Agreement
and a Security Agreement, in each case, which is in full force and effect on the
date of and immediately after giving effect to such merger or consolidation.

                      (ii) Convey, sell, lease or sublease, transfer or
otherwise dispose of, whether in one transaction or a series of related
transactions, all or any part of their business, property or assets, whether now
owned or hereafter acquired, or agree to do any of the foregoing or permit any
of their Subsidiaries to do any of the foregoing, PROVIDED that any of the Loan
Parties and their Subsidiaries may (A) sell Inventory in the ordinary course of
business, (B) dispose of obsolete or worn-out equipment in the ordinary course
of business, and (C) sell or otherwise dispose of other property or assets for
cash in an aggregate amount not less than the fair market value of such property
or assets, PROVIDED that (x) the consent of the Collateral Agent shall be
required for any such Dispositions or series of related Dispositions in which
the Net Cash Proceeds of such Dispositions exceed $5,000,000 in the aggregate
since the Effective Date and (y) the Net Cash Proceeds of such Dispositions are
paid to the Administrative Agent for the benefit of the Lenders pursuant to the
terms of Section 2.05(c)(iv).

                      (iii) Purchase or otherwise acquire, whether in one
transaction or a series of related transactions, all or substantially all of the
assets of any Person (or any division thereof), or agree to do any of the
foregoing or permit any of their Subsidiaries to do any of the foregoing.

                  (e) CHANGE IN NATURE OF BUSINESS. Make, or permit any of their
Subsidiaries to make, any change in the nature of its business as carried on at
the date hereof.

                  (f) LOANS, ADVANCES, INVESTMENTS, ETC. Make or commit or agree
to make any loan, advance, guarantee of obligations, other extension of credit
or capital contributions to, or hold or invest in or commit or agree to hold or
invest in, or purchase or otherwise acquire or commit or agree to purchase or
otherwise acquire any shares of the Capital Stock, bonds, notes, debentures or
other securities of, or make or commit or agree to make any other investment in,
any other Person, or purchase or own any futures contract or otherwise become
liable for the purchase or sale of currency or other commodities at a future
date in the nature of a futures contract, or permit any of their Subsidiaries to
do any of the foregoing, except for: (i) investments existing on the date
hereof, as set forth on Schedule 7.02(f), but not any



                                      -66-
<PAGE>   71

increase in the amount thereof as set forth in such Schedule or any other
modification of the terms thereof, (ii) (A) loans and advances by any Loan Party
to any other Loan Party made in the ordinary course of business and (B)
temporary loans and advances by the Loan Parties to Affiliates that are not Loan
Parties made in the ordinary course of business which have been approved by an
order of the Bankruptcy Court and which do not exceed in the aggregate for all
Loan Parties at any one time outstanding $15,000,000, and (iii) Permitted
Investments.

                  (g) CAPITAL EXPENDITURES. Cause VP Buildings to make or commit
or agree to make, or permit any of its Subsidiaries to make or commit or agree
to make, any Capital Expenditure (by purchase made or Capitalized Lease entered
into after the Filing Date) that would cause the aggregate amount of all such
Capital Expenditures arising from purchases made or Capitalized Leases entered
into after the Filing Date by VP Buildings and its Subsidiaries to exceed, for
each period beginning on January 1, 2001 and ending on each date listed below,
the applicable amount set forth below corresponding to such date:

                     PERIOD ENDING          CAPITAL EXPENDITURES
                     -------------          --------------------

                  March 31, 2001                $4,000,000
                  June 30, 2001                 $7,000,000
                  September 30, 2001           $11,000,000
                  December 31, 2001            $14,000,000
                  March 31, 2002               $17,000,000
                  June 30, 2002                $20,000,000

                  (h) RESTRICTED PAYMENTS. (i) Declare or pay any dividend or
other distribution, direct or indirect, on account of any Capital Stock of any
Loan Party or any of its Subsidiaries, now or hereafter outstanding, (ii) make
any repurchase, redemption, retirement, defeasance, sinking fund or similar
payment, purchase or other acquisition for value, direct or indirect, of any
Capital Stock of any Loan Party or any direct or indirect parent of any Loan
Party, now or hereafter outstanding, (iii) make any payment to retire, or to
obtain the surrender of, any outstanding warrants, options or other rights for
the purchase or acquisition of shares of any class of Capital Stock of any Loan
Party, now or hereafter outstanding, (iv) return any Capital Stock to any
shareholders or other equity holders of any Loan Party or any of its
Subsidiaries, or make any other distribution of property, assets, shares of
Capital Stock, warrants, rights, options, obligations or securities thereto as
such or (v) pay any management fees or any other fees or expenses (including the
reimbursement thereof by any Loan Party or any of its Subsidiaries) pursuant to
any management, consulting or other services agreement to any of the
shareholders or other equityholders of any Loan Party or any of its Subsidiaries
or other Affiliates, or to any other Subsidiaries or Affiliates of any Loan
Party; PROVIDED, HOWEVER, that the Loan Parties may pay dividends to the Parent.

                  (i) FEDERAL RESERVE REGULATIONS. Permit any Loan or the
proceeds of any Loan under this Agreement to be used for any purpose that would
cause such Loan to be a margin loan under the provisions of Regulation T, U or X
of the Board.

                  (j) PAYMENTS. Make any payment of principal or interest or
otherwise on account of any Indebtedness or trade payable incurred prior to the
Filing Date, PROVIDED that such payments may be made: (i) to the holders of, or
in respect of, wage, salary, commission,



                                      -67-
<PAGE>   72

employee benefit and other employee compensation obligations (including expense
reimbursements) which arose prior to the Filing Date; (ii) to landlords in
connection with the assumption of unexpired leases under Section 365 of the
Bankruptcy Code in an aggregate amount not to exceed $5,000,000; (iii) to
lessors and non-debtor parties to executory contracts in connection with the
assumption of such Leases and contracts under Section 365 of the Bankruptcy
Code; (iv) in respect of workers' compensation benefits and liability and
property insurance policies of the Loan Parties in an aggregate amount not to
exceed $5,000,000; (v) in respect of payroll taxes, sales and use taxes,
garnishment payments or other trust fund disbursements in accordance with past
practice of the Loan Parties; (vi) to utility companies providing services to
the Loan Parties in accordance with past practice of the Loan Parties; (vii) in
respect of payments to critical trade vendors of the Loan Parties in an
aggregate amount not to exceed $20,000,000; (viii) to the holders of Permitted
Liens, except to the extent required to prepay the Loans pursuant to the terms
of this Agreement, the proceeds of the assets subject to such Permitted Liens in
connection with the sale of such assets; and (ix) in respect of the obligations
required to be paid pursuant to the Copperweld Order; in each case, after prior
written notice of such payment has been given by the Administrative Borrower to
the Agents and subject to approval of the Bankruptcy Court.

                  (k) TRANSACTIONS WITH AFFILIATES. Enter into, renew, extend or
be a party to, or permit any of their Subsidiaries to enter into, renew, extend
or be a party to any transaction or series of related transactions (including,
without limitation, the purchase, sale, lease, transfer or exchange of property
or assets of any kind or the rendering of services of any kind) with any
Affiliate, except (i) in the ordinary course of business in a manner and to an
extent consistent with past practice and necessary or desirable for the prudent
operation of their businesses, for fair consideration and on terms no less
favorable to the Loan Parties or such Subsidiaries than would be obtainable in a
comparable arm's length transaction with a Person that is not an Affiliate
thereof, (ii) transactions among the Loan Parties, and (iii) transactions
permitted under Section 7.02(f) of this Agreement.

                  (l) MODIFICATIONS OF INDEBTEDNESS, ORGANIZATIONAL DOCUMENTS
AND CERTAIN OTHER AGREEMENTS, ETC. Amend, modify or otherwise change (or permit
the amendment, modification or other change in any manner of) any of the
provisions of any Indebtedness (including, without limitation, Indebtedness
owing to the Replacement Facility Lenders under the Replacement Facility
Documents) of the Loan Parties or any of their Subsidiaries or of any instrument
or agreement (including, without limitation, any purchase agreement, indenture,
loan agreement or security agreement) relating to any such Indebtedness if such
amendment, modification or change would shorten the final maturity or average
life to maturity of, or require any payment to be made earlier than the date
originally scheduled on, such Indebtedness, would increase the interest rate
applicable to such Indebtedness, or would change the subordination provision, if
any, of such Indebtedness, or would otherwise be adverse to the issuer of such
Indebtedness in any respect.

                  (m) INVESTMENT COMPANY ACT OF 1940. Engage in any business,
enter into any transaction, use any securities or take any other action or
permit any of their Subsidiaries to do any of the foregoing, that would cause
them or any of their Subsidiaries to become subject to the registration
requirements of the Investment Company Act of 1940, as



                                      -68-
<PAGE>   73

amended, by virtue of being an "investment company" or a company "controlled" by
an "investment company" not entitled to an exemption within the meaning of such
Act.

                  (n) COMPROMISE OF ACCOUNTS RECEIVABLE. Compromise or adjust
any Account Receivable of VP Buildings (or extend the time of payment thereof)
or grant any discounts, allowances or credits other than, provided no Default or
Event of Default has occurred and is continuing, in the ordinary course of
business of VP Buildings.

                  (o) ENVIRONMENTAL. Permit the use, handling, generation,
storage, treatment, release or disposal of Hazardous Materials at any property
owned or leased by the Loan Parties or any of their Subsidiaries except in
compliance with Environmental Laws and so long as such use, handling,
generation, storage, treatment, release or disposal of Hazardous Materials does
not result in a Material Adverse Effect.

                  (p) EXCESS CASH. Accumulate or maintain cash in bank accounts
(in excess of checks outstanding against such accounts and amounts necessary to
meet minimum balance requirements), cash equivalents or Permitted Investments in
an aggregate amount in excess of $40,000,000 (excluding the Excluded Assets and
amounts deposited into the Collection Accounts) for a period of more than two
(2) consecutive Business Days.

                  (q) LIQUIDITY. Permit the aggregate amount of (i) Cash and
Cash Equivalents on hand of the Loan Parties excluding the Excluded Assets PLUS
(ii) the Unused Total Commitment (as defined in the Replacement Facility
Agreement as in effect on the date hereof) under the Replacement Facility
Agreement PLUS (iii) Availability to be less than $40,000,000.

                  (r) ERISA. (i) Engage or permit any Loan Party or any ERISA
Affiliate to engage, in any transaction described in Section 4069 of ERISA; (ii)
engage, or permit any Loan Party or ERISA Affiliate to engage, in any prohibited
transaction described in Section 406 of ERISA or 4975 of the Internal Revenue
Code for which a statutory or class exemption is not available or a private
exemption has not previously been obtained from the U.S. Department of Labor
which can reasonably be expected to have a Material Adverse Effect; (iii) adopt
or permit any Loan Party or ERISA Affiliate to adopt any employee welfare
benefit plan within the meaning of Section 3(1) of ERISA which provides benefits
to employees after termination of employment other than as required by Section
601 of ERISA or applicable law; (iv) fail to make any contribution or payment to
any Multiemployer Plan which it or any ERISA Affiliate may be required to make
under any agreement relating to such Multiemployer Plan, or any law pertaining
thereto which can reasonably be expected to have a Material Adverse Effect; or
(v) fail, or permit any Loan Party or any ERISA Affiliate to fail, to pay any
required installment or any other payment required under Section 412 of the
Internal Revenue Code on or before the due date for such installment or other
payment which can reasonably be expected to have a Material Adverse Effect.

                  (s) COPPERWELD ORDER. Make or permit, or agree to make or
permit, any material amendment, modification or extension of the Copperweld
Order without the prior written consent of the Required Lenders.



                                      -69-
<PAGE>   74

            SECTION 7.03 FINANCIAL COVENANTS. So long as any principal of or
interest on any Loan, Reimbursement Obligation, Letter of Credit Obligation or
any other Obligation (whether or not due) shall remain unpaid or any Lender
shall have any Commitment hereunder, the Loan Parties shall not, unless the
Required Lenders shall otherwise consent in writing:

                  (a) CONSOLIDATED EBITDA. Permit Consolidated EBITDA for each
six (6) month period ended at the end of each month set forth below, to be less
than the applicable amount set forth below corresponding to such date:

                            DATE                    CONSOLIDATED EBITDA
                            ----                    -------------------
                      April 30, 2001                   ($164,000,000)
                      May 31, 2001                     ($163,000,000)
                      June 30, 2001                    ($143,000,000)
                      July 31, 2001                    ($125,000,000)
                      August 31, 2001                  ($ 91,000,000)
                      September 30, 2001               ($ 84,000,000)
                      October 31, 2001                 ($ 67,000,000)
                      November 30, 2001                ($ 66,000,000)
                      December 31, 2001                ($ 66,000,000)
                      January 31, 2002                 ($ 66,000,000)
                      February 28, 2002                ($ 66,000,000)
                      March 31, 2002                   ($ 66,000,000)
                      April 30, 2002                   ($ 66,000,000)
                      May 31, 2002                     ($ 66,000,000)
                      June 30, 2002                    ($ 66,000,000)


                  (b) VP BUILDINGS EBITDA. Permit VP Buildings EBITDA for the
period from January 1, 2001 through the end of each month set forth below to be
less than the applicable amount set forth below corresponding to such date:

                            DATE                    VP BUILDINGS EBITDA
                            ----                    -------------------
                      April 30, 2001                   ($ 4,000,000)
                      May 31, 2001                     ($ 2,000,000)
                      June 30, 2001                     $ 2,000,000
                      July 31, 2001                     $ 4,000,000
                      August 31, 2001                   $ 8,000,000
                      September 30, 2001                $14,000,000
                      October 31, 2001                  $17,000,000
                      November 30, 2001                 $19,000,000
                      December 31, 2001                 $23,000,000

PROVIDED that, upon receipt of the financial projections required to be
delivered to the Agents and the Lenders pursuant to Section 7.01(a)(vii)(B) for
the 2002 Fiscal Year of VP Buildings and its Subsidiaries, the Administrative
Borrower and the Collateral Agent shall negotiate in good faith to determine the
minimum VP Buildings EBITDA for each twelve (12) month period of VP Buildings
and its Subsidiaries ended at the end of each month on and after January 1,
2002.



                                      -70-
<PAGE>   75

                                  ARTICLE VIII

                      MANAGEMENT, COLLECTION AND STATUS OF
                    ACCOUNTS RECEIVABLE AND OTHER COLLATERAL

            SECTION 8.01 COLLECTION OF ACCOUNTS RECEIVABLE; MANAGEMENT OF
COLLATERAL. (a) On or prior to the Effective Date, VP Buildings shall assist the
Administrative Agent in (i) establishing, and, during the term of this
Agreement, maintaining one or more lockboxes in the name of the Administrative
Agent and identified on Schedule 8.01 hereto (collectively, the "LOCKBOXES")
with the financial institutions set forth on Schedule 8.01 hereto or such other
financial institutions selected by VP Buildings and acceptable to the
Administrative Agent in its sole discretion (each being referred to as a
"LOCKBOX BANK"), and (ii) establishing, and during the term of this Agreement,
maintaining an account (a "COLLECTION ACCOUNT" and, collectively, the
"COLLECTION ACCOUNTS") in the name of the Administrative Agent with each Lockbox
Bank. VP Buildings shall irrevocably instruct its Account Debtors, with respect
to Accounts Receivable of VP Buildings, to remit all payment to be made by
checks or other drafts to the Lockboxes and to remit all payments to be made by
wire transfer or by Automated Clearing House, Inc. payments as directed by the
Administrative Agent and shall instruct each Lockbox Bank to deposit all amounts
received in its Lockbox to the Collection Account at such Lockbox Bank on the
day received or, if such day is not a Business Day, on the next succeeding
Business Day. Until the Administrative Agent has advised VP Buildings to the
contrary after the occurrence and during the continuance of an Event of Default,
VP Buildings may and will enforce, collect and receive all amounts owing on the
Accounts Receivable of VP Buildings for the Administrative Agent's benefit and
on the Administrative Agent's behalf, but at VP Buildings' expense; such
privilege shall terminate, at the election of any Agent, upon the occurrence and
during the continuance of any Event of Default. All checks, drafts, notes, money
orders, acceptances, cash and other evidences of Indebtedness received directly
by VP Buildings from any Account Debtor, as proceeds from Accounts Receivable of
VP Buildings, or as proceeds of any other Collateral, shall be held by VP
Buildings in trust for the Agents and the Lenders and upon receipt be deposited
by VP Buildings in original form and no later than the next Business Day after
receipt thereof into a Collection Account. VP Buildings shall not commingle such
collections with VP Buildings own funds or the funds of any Subsidiaries or
Affiliates of VP Buildings or with the proceeds of any assets not included in
the Collateral. The Administrative Agent shall charge the Loan Account on the
last day of each month with two (2) collection days for all such collections,
which shall be for the sole account of the Collateral Agent. All funds received
in the Collection Account shall be sent by wire transfer or Automated Clearing
House, Inc. payment to the Payment Office to be credited to the Administrative
Agent's Account for application at the end of each Business Day to reduce the
then principal balance of the Revolving Loans, conditional upon final payment to
the Administrative Agent. No checks, drafts or other instrument received by the
Administrative Agent shall constitute final payment to the Administrative Agent
unless and until such instruments have actually been collected.

                  (b) After the occurrence and during the continuance of an
Event of Default, the Administrative or the Collateral Agent may send a notice
of assignment and/or notice of the Lenders' security interest to any and all
Account Debtors or third parties holding or otherwise concerned with any of the
Collateral, and thereafter the Administrative Agent and the Collateral Agent
shall have the sole right to collect the Accounts Receivable and/or take



                                      -71-
<PAGE>   76

possession of the Collateral and the books and records relating thereto. VP
Buildings shall not, without prior written consent of the Administrative Agent
and the Collateral Agent, grant any extension of time of payment of any Account
Receivable, compromise or settle any Account Receivable for less than the full
amount thereof, release, in whole or in part, any Person or property liable for
the payment thereof, or allow any credit or discount whatsoever thereon, except,
in the absence of a continuing Event of Default, as permitted by Section
7.02(n).

                  (c) VP Buildings hereby appoints the Administrative Agent and
the Collateral Agent or its designee on behalf of such Agent as VP Buildings
attorney-in-fact with power exercisable during the continuance of any Event of
Default to endorse VP Buildings name upon any notes, acceptances, checks,
drafts, money orders or other evidences of payment relating to the Accounts
Receivable, to sign VP Buildings' name on any invoice or bill of lading relating
to any of the Accounts Receivable, drafts against Account Debtors with respect
to Accounts Receivable, assignments and verifications of Accounts Receivable and
notices to Account Debtors with respect to Accounts Receivable, to send
verification of Accounts Receivable, and, to notify the Postal Service
authorities to change the address for delivery of mail addressed to VP Buildings
to such address as such Agent may designate and to do all other acts and things
necessary to carry out this Agreement. All acts of said attorney or designee are
hereby ratified and approved, and said attorney or designee shall not be liable
for any acts of omission or commission (other than acts or omissions
constituting gross negligence or willful misconduct), or for any error of
judgment or mistake of fact or law; this power being coupled with an interest is
irrevocable until all of the Loans, Reimbursement Obligations, Letter of Credit
Obligations and other Obligations under the Loan Documents are paid in full and
all of the Loan Documents are terminated.

                  (d) Nothing herein contained shall be construed to constitute
any Agent as agent of VP Buildings for any purpose whatsoever, and the Agents
shall not be responsible or liable for any shortage, discrepancy, damage, loss
or destruction of any part of the Collateral wherever the same may be located
and regardless of the cause thereof (other than from acts or omissions of the
Agents constituting gross negligence or willful misconduct as determined by a
final judgment of a court of competent jurisdiction). The Agents shall not,
under any circumstance or in any event whatsoever, have any liability for any
error or omission or delay of any kind occurring in the settlement, collection
or payment of any of the Accounts Receivable or any instrument received in
payment thereof or for any damage resulting therefrom (other than acts or
omissions of the Agents constituting gross negligence or willful misconduct as
determined by a final judgment of a court of competent jurisdiction). The
Agents, by anything herein or in any assignment or otherwise, do not assume any
of the obligations under any contract or agreement assigned to any Agent and
shall not be responsible in any way for the performance by VP Buildings of any
of the terms and conditions thereof.

                  (e) If any Account Receivable of VP Buildings includes a
charge for any tax payable to any Governmental Authority, the Administrative
Agent and the Collateral Agent are hereby authorized (but in no event obligated)
in their discretion to pay the amount thereof to the proper taxing authority for
VP Buildings' account and to charge VP Buildings therefor. VP Buildings shall
notify the Administrative Agent and the Collateral Agent if any Account
Receivable includes any taxes due to any such Governmental Authority and, in the
absence of such notice, the Administrative Agent and the Collateral Agent shall
have the right to



                                      -72-
<PAGE>   77

retain the full proceeds of such Account Receivable and shall not be liable for
any taxes that may be due by reason of the sale and delivery creating such
Account Receivable.

                  (f) Notwithstanding any other terms set forth in the Loan
Documents, the rights and remedies of the Agents and the Lenders herein
provided, and the obligations of the Loan Parties set forth herein, are
cumulative of, may be exercised singly or concurrently with, and are not
exclusive of, any other rights, remedies or obligations set forth in any other
Loan Documents or as provided by law.

            SECTION 8.02 ACCOUNTS RECEIVABLE DOCUMENTATION. VP Buildings will at
such intervals as the Administrative Agent and the Collateral Agent may require,
execute and deliver confirmatory written assignments of the Accounts Receivable
to such Agents and furnish such further schedules and/or information as any such
Agent may require relating to the Accounts Receivable, including, without
limitation, sales invoices or the equivalent, credit memos issued, remittance
advices, reports and copies of deposit slips and copies of original shipping or
delivery receipts for all merchandise sold. In addition, VP Buildings shall
notify the Administrative Agent and the Collateral Agent of any non-compliance
in respect of the representations, warranties and covenants contained in Section
8.03. The items to be provided under this Section 8.02 are to be in form
reasonably satisfactory to the Administrative Agent and the Collateral Agent and
are to be executed and delivered to the Administrative Agent and the Collateral
Agent from time to time solely for their convenience in maintaining records of
the Collateral. VP Buildings' failure to give any of such items to such Agents
shall not affect, terminate, modify or otherwise limit the Collateral Agent's
Lien on the Collateral. VP Buildings shall not re-date any invoice or sale or
make sales on extended dating beyond that customary in VP Buildings industry,
and shall not re-bill any Accounts Receivable without promptly disclosing the
same to the Administrative Agent and Collateral Agent and providing the
Administrative Agent and Collateral Agent with copy of such re-billing,
identifying the same as such. If VP Buildings becomes aware of anything
materially detrimental to any of its customers' credit, VP Buildings will
promptly advise the Administrative Agent and Collateral Agent thereof.

            SECTION 8.03 STATUS OF ACCOUNTS RECEIVABLE AND OTHER COLLATERAL.
With respect to Collateral of any Loan Party at the time the Collateral becomes
subject to the Collateral Agent's Lien, each Loan Party covenants, represents
and warrants: (a) such Loan Party shall be the sole owner, free and clear of all
Liens except for Liens granted in the favor of the Collateral Agent for the
benefit of the Lenders and Permitted Liens, and fully authorized to sell,
transfer, pledge and/or grant a security interest in each and every item of said
Collateral; (b) except as disclosed to the Administrative Agent or the
Collateral Agent, each Account Receivable of VP Buildings shall be a good and
valid account representing an undisputed bona fide indebtedness incurred or an
amount indisputably owed by the Account Debtor therein named, for a fixed sum as
set forth in the invoice relating thereto with respect to any absolute sale and
delivery upon the specified terms of goods sold or services rendered by the VP
Buildings; (c) no Account Receivable of VP Buildings shall be subject to any
defense, offset, counterclaim, discount or allowance except as may be stated in
the invoice relating thereto, discounts and allowances as may be customary in VP
Buildings' business and as otherwise disclosed to the Administrative Agent and
the Collateral Agent; (d) none of the transactions underlying or giving rise to
any Account Receivable of VP Buildings shall violate any applicable



                                      -73-
<PAGE>   78

state or federal laws or regulations, and all documents relating thereto shall
be legally sufficient under such laws or regulations and shall be legally
enforceable in accordance with their terms; (e) no agreement under which any
deduction or offset of any kind, other than normal trade discounts, may be
granted or shall have been made by VP Buildings at or before the time such
Accounts Receivable of VP Buildings is created (other than those agreements
delivered to the Administrative Agent and the Collateral Agent at or before the
time such Accounts Receivable is included in the Borrowing Base); (f) all
agreements, instruments and other documents relating to any Account Receivable
shall be true and correct and in all material respects what they purport to be;
(g) all signatures and endorsements that appear on all material agreements,
instruments and other documents relating to any Account Receivable of VP
Buildings shall be genuine and all signatories and endorsers shall have full
capacity to contract; (h) VP Buildings shall maintain books and records
pertaining to said Collateral in such detail, form and scope as the
Administrative Agent and the Collateral Agent shall reasonably require; (i) VP
Buildings shall immediately notify the Administrative Agent and the Collateral
Agent if any of its Accounts Receivable arise out of contracts with the United
States or any department, agency, or instrumentality thereof and will execute
any instruments and take any steps required by the Collateral Agent in order
that all monies due or to become due under any such contract shall be assigned
to the Collateral Agent and notice thereof given to the United States Government
under the Federal Assignment of Claims Act, provided that, prior to a Default or
Event of Default, this clause (i) shall only apply to Accounts Receivable
included or to be included in the Borrowing Base; (j) such Loan Party will,
immediately upon learning thereof, report to the Administrative Agent and the
Collateral Agent any material loss or destruction of, or substantial damage to,
any of the Collateral, and any other matters affecting the value, enforceability
or collectibility of any of the Collateral; (k) if any amount payable under or
in connection with any Account Receivable is evidenced by a promissory note or
other instrument, such promissory note or instrument shall be immediately
pledged, endorsed, assigned and delivered to the Collateral Agent for the
benefit of the Lenders as additional Collateral, provided that, prior to a
Default or Event of Default, this clause (k) shall only apply to Accounts
Receivable included or to be included in the Borrowing Base; (l) such VP
Buildings shall not re-date any invoice or sale or make sales on extended dating
beyond that which is customary in the ordinary course of its business and in the
industry; (m) VP Buildings shall conduct a physical count of its Inventory at
such intervals as the Administrative Agent or the Collateral Agent may request
and such VP Buildings shall promptly supply the Administrative Agent and the
Collateral Agent with a copy of such count accompanied by a report of the value
(based on the lower of cost (on a first in first out basis) and market value) of
such Inventory; and (n) such Loan Party is not and shall not be entitled to
pledge the Agents' or the Lenders' credit on any purchases or for any purpose
whatsoever.

            SECTION 8.04 COLLATERAL CUSTODIAN. Upon the occurrence and during
the continuance of any Default or Event of Default, the Collateral Agent may at
any time and from time to time employ and maintain on the premises of any Loan
Party a custodian selected by the Collateral Agent who shall have full authority
to do all acts necessary to protect the Agents' and the Lenders' interests. Each
Loan Party hereby agrees to, and to cause its Subsidiaries to, cooperate with
any such custodian and to do whatever the Collateral Agent may reasonably
request to preserve the Collateral. All costs and expenses incurred by the
Collateral Agent by reason of the employment of the custodian shall be the
responsibility of the Borrowers and charged to the Loan Account.



                                      -74-
<PAGE>   79

                                   ARTICLE IX

                                EVENTS OF DEFAULT

            SECTION 9.01 EVENTS OF DEFAULT. If any of the following Events of
Default shall occur and be continuing:

                  (a) the Borrowers shall fail to pay any principal of or
interest on any Loan, any Collateral Agent Advance, any Reimbursement Obligation
or any fee, indemnity or other amount payable under this Agreement or any other
Loan Document when due (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise);

                  (b) any representation or warranty made or deemed made by or
on behalf of any Loan Party or by any officer of the foregoing under or in
connection with any Loan Document or under or in connection with any report,
certificate, or other document delivered to any Agent, any Lender or the L/C
Issuer pursuant to any Loan Document shall have been incorrect in any material
respect when made or deemed made;

                  (c) any Loan Party shall fail to perform or comply with any
covenant or agreement contained in Article VII or Article VIII, or any Loan
Party shall fail to perform or comply with any covenant or agreement contained
in any Security Agreement to which it is a party or any Pledge Agreement to
which it is a party;

                  (d) any Loan Party shall fail to perform or comply with any
other term, covenant or agreement contained in any Loan Document to be performed
or observed by it and, except as set forth in subsections (a), (b) and (c) of
this Section 9.01, such failure, if capable of being remedied, shall remain
unremedied for 15 days after the earlier of the date a senior officer of any
Loan Party becomes aware of such failure and the date written notice of such
default shall have been given by any Agent to such Loan Party;

                  (e) any Loan Party shall fail to pay any principal of or
interest on any of its Indebtedness incurred after the Filing Date (excluding
Indebtedness evidenced by the Notes) in excess of $5,000,000, or any interest or
premium thereon, when due (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise) and such failure shall continue after the
applicable grace period, if any, specified in the agreement or instrument
relating to such Indebtedness, or any other default under any agreement or
instrument relating to any such Indebtedness, or any other event, shall occur
and shall continue after the applicable grace period, if any, specified in such
agreement or instrument, if the effect of such default or event is to
accelerate, or to permit the acceleration of, the maturity of such Indebtedness;
or any such Indebtedness shall be declared to be due and payable, or required to
be prepaid (other than by a regularly scheduled required prepayment), redeemed,
purchased or defeased or an offer to prepay, redeem, purchase or defease such
Indebtedness shall be required to be made, in each case prior to the stated
maturity thereof;

                  (f) one or more judgments or orders for the payment of money
involving liabilities arising after the Filing Date exceeding $5,000,000 in the
aggregate shall be rendered against any Loan Party and remain unsatisfied and
either (i) enforcement proceedings shall have been commenced by any creditor
upon any such judgment or order, or (ii) there shall



                                      -75-
<PAGE>   80

be a period of 10 consecutive days after entry thereof during which a stay of
enforcement of any such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; PROVIDED, HOWEVER, that any such judgment or
order shall not give rise to an Event of Default under this subsection (f) if
and for so long as (A) the amount of such judgment or order is covered by a
valid and binding policy of insurance between the defendant and the insurer
covering full payment thereof and (B) such insurer has been notified, and has
not disputed the claim made for payment, of the amount of such judgment or
order;

                  (g) an order with respect to any of the Chapter 11 Cases shall
be entered by the Bankruptcy Court appointing, or any Loan Party shall file an
application for an order with respect to any Chapter 11 Case seeking the
appointment of, (i) a trustee under Section 1104, or (ii) an examiner with
enlarged powers relating to the operation of the business (powers beyond those
set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section
1106(b) of the Bankruptcy Code;

                  (h) an order with respect to any of the Chapter 11 Cases shall
be entered by the Bankruptcy Court converting such Chapter 11 Case to a Chapter
7 case;

                  (i) an order shall be entered by the Bankruptcy Court
confirming a plan of reorganization in any of the Chapter 11 Cases which does
not (i) contain a provision for termination of the Total Commitment and payment
in full in cash of all Obligations of the Borrowers hereunder and under the
other Loan Documents on or before the effective date of such plan or plans upon
entry thereof and (ii) provide for the continuation of the Liens and security
interests granted to Collateral Agent and priorities until such plan effective
date;

                  (j) an order shall be entered by the Bankruptcy Court
dismissing any of the Chapter 11 Cases which does not contain a provision for
termination of the Total Commitment, and payment in full in cash of all
Obligations of the Borrowers hereunder and under the other Loan Documents upon
entry thereof;

                  (k) an order with respect to any of the Chapter 11 Cases shall
be entered by the Bankruptcy Court without the express prior written consent of
the Agents and the Lenders, (i) to revoke, reverse, stay, modify, supplement or
amend the Final Bankruptcy Court Order or (ii) to permit any administrative
expense or any claim (now existing or hereafter arising, of any kind or nature
whatsoever) to have administrative priority as to the Borrowers equal (other
than the PARI PASSU claims under the Replacement Facility or, with respect to
Copperweld, the PARI PASSU claims under the Copperweld Order) or superior to the
priority of the Agents and the Lenders in respect of the Obligations, except for
allowed administrative expenses having priority over the Obligations to the
extent set forth in the Agreed Administrative Expense Priorities, or (iii) to
grant or permit the grant of a Lien on the Collateral other than a Permitted
Lien;

                  (l) an application for any of the orders described in clauses
(g), (h), (i), (j) or (k) above shall be made by a Person other than the
Borrowers and such application is not contested by the Borrowers in good faith
and the relief requested is granted in an order that is not stayed pending
appeal;



                                      -76-
<PAGE>   81

                  (m) an order shall be entered by the Bankruptcy Court that is
not stayed pending appeal granting relief from the automatic stay to any
creditor of any Loan Party with respect to any claim in an amount equal to or
exceeding $5,000,000 in the aggregate;

                  (n) (i) any Loan Party shall attempt to invalidate, reduce or
otherwise impair the Liens or security interests of Collateral Agent and the
Lenders, claims or rights against such Person or to subject any Collateral to
assessment pursuant to Section 506(c) of the Bankruptcy Code, (ii) any Lien or
security interest created by this Agreement or the Final Bankruptcy Court Order
shall, for any reason, cease to be valid or (iii) any action is commenced by any
Loan Party which contests the validity, perfection or enforceability of any of
the Liens and security interests of Collateral Agent and the Lenders created by
this Agreement or the Final Bankruptcy Court Order;

                  (o) the determination of any Loan Party, whether by vote of
such Person's board of directors or otherwise, to suspend the operation of such
Person's business in the ordinary course, liquidate all or substantially all of
such Person's assets, or employ an agent or other third party to conduct any
sales of all or substantially all of such Person's assets (other than in
connection with the sale of VP Buildings), or the filing of a motion or other
application in the Chapter 11 Cases, seeking authority to do any of the
foregoing;

                  (p) any provision of any Loan Document shall at any time for
any reason (other than pursuant to the express terms thereof) cease to be valid
and binding on or enforceable against any Loan Party intended to be a party
thereto, or the validity or enforceability thereof shall be contested by any
party thereto, or a proceeding shall be commenced by any Loan Party or any
Governmental Authority having jurisdiction over any of them, seeking to
establish the invalidity or unenforceability thereof, or any Loan Party shall
deny in writing that it has any liability or obligation purported to be created
under any Loan Document;

                  (q) this Agreement or the Final Bankruptcy Court Order shall
for any reason fail or cease to create a valid and perfected and, except to the
extent permitted by the terms hereof or thereof, first priority Lien in favor of
the Collateral Agent for the benefit of the Lenders on any Collateral purported
to be covered thereby;

                  (r) any Loan Party or any of its ERISA Affiliates shall have
made a complete or partial withdrawal from a Multiemployer Plan which is likely
to have a Material Adverse Effect;

                  (s) any Termination Event with respect to any Employee Plan
shall have occurred which is likely to have a Material Adverse Effect;

                  (t) any Loan Party shall be liable for any Environmental
Liabilities or Costs the payment of which will have a Material Adverse Effect;

                  (u) a Change of Control shall have occurred;

                  (v) an "Event of Default" shall have occurred under the
Replacement Facility Agreement; or



                                      -77-
<PAGE>   82

                  (w) an event or development occurs after the Entry Date which
has a Material Adverse Effect;

then, and in any such event, the Collateral Agent may, and shall at the request
of the Required Lenders, by notice to the Administrative Borrower, (i) terminate
all Commitments, whereupon all Commitments shall terminate immediately, (ii)
declare all Loans and Reimbursement Obligations then outstanding to be due and
payable, whereupon the aggregate principal of all Loans and Reimbursement
Obligations, all accrued and unpaid interest thereon, all fees and all other
amounts payable under this Agreement and the other Loan Documents shall become
due and payable immediately, without further order of, or application to, the
Bankruptcy Court, presentment, demand, protest or further notice of any kind,
all of which are hereby expressly waived by each Loan Party and (iii) exercise
any and all of its other rights and remedies under applicable law (including,
but not limited to, the Bankruptcy Code and the Uniform Commercial Code),
hereunder and under the other Loan Documents. Upon demand by the Administrative
Agent after the occurrence and during the continuation of any Event of Default,
the Borrowers shall deposit with the Administrative Agent with respect to each
Letter of Credit then outstanding cash in an amount equal to the greatest amount
for which such Letter of Credit may be drawn. Such deposits shall be held by the
Administrative Agent in the Letter of Credit Collateral Account as security for,
and to provide for the payment of, the Letter of Credit Obligations.


                                   ARTICLE X

                                      AGENT

            SECTION 10.01 APPOINTMENT. Each Lender (and each subsequent holder
of any Note by its acceptance thereof) hereby irrevocably appoints and
authorizes the Administrative Agent and the Collateral Agent to perform the
duties of each such Agent as set forth in this Agreement including: (i) to
receive on behalf of each Lender any payment of principal of or interest on the
Notes outstanding hereunder and all other amounts accrued hereunder for the
account of the Lenders and paid to such Agent, and, subject to Section 2.02 of
this Agreement, to distribute promptly to each Lender its Pro Rata Share of all
payments so received (ii) to distribute to each Lender copies of all material
notices and agreements received by such Agent and not required to be delivered
to each Lender pursuant to the terms of this Agreement, provided that the Agents
shall not have any liability to the Lenders for the Agents' inadvertent failure
to distribute any such notices or agreements to the Lenders; (iii) to maintain,
in accordance with its customary business practices, ledgers and records
reflecting the status of the Obligations, the Loans, and related matters and to
maintain, in accordance with its customary business practices, ledgers and
records reflecting the status of the Collateral and related matters; (iv) to
execute or file any and all financing or similar statements or notices,
amendments, renewals, supplements, documents, instruments, proofs of claim,
notices and other written agreements with respect to this Agreement or any other
Loan Document; (v) to make the Loans and/or Collateral Agent Advances, for such
Agent or on behalf of the applicable Lenders as provided in this Agreement or
any other Loan Document; (vi) to perform, exercise, and enforce any and all
other rights and remedies of the Lenders with respect to the Loan Parties, the
Obligations, or otherwise related to any of same to the extent reasonably
incidental to the exercise by such Agent of the rights and remedies specifically
authorized to be exercised by such



                                      -78-
<PAGE>   83

Agent by the terms of this Agreement or any other Loan Document; (vii) to incur
and pay such fees necessary or appropriate for the performance and fulfillment
of its functions and powers pursuant to the Loan Document; and (viii) subject to
Section 10.03 of this Agreement, to take such action as such Agent deems
appropriate on its behalf to administer the Loans and the Loan Documents and to
exercise such other powers delegated to such Agent by the terms hereof or the
Loan Documents (including, without limitation, the power to give or to refuse to
give notices, waivers, consents, approvals and instructions and the power to
make or to refuse to make determinations and calculations) together with such
powers as are reasonably incidental thereto to carry out the purposes hereof and
thereof. As to any matters not expressly provided for by this Agreement and the
other Loan Documents (including, without limitation, enforcement or collection
of the Notes), the Agents shall not be required to exercise any discretion or
take any action, but shall be required to act or to refrain from acting (and
shall be fully protected in so acting or refraining from acting) upon the
instructions of the Required Lenders, and such instructions of the Required
Lenders shall be binding upon all Lenders and all holders of Notes, provided,
however, that the L/C Issuer shall not be required to refuse to honor a drawing
under any Letter of Credit and the Agents shall not be required to take any
action which, in the reasonable opinion of any Agent, exposes such Agent to
liability or which is contrary to this Agreement or any Loan Document or
applicable law.

            SECTION 10.02 NATURE OF DUTIES. The Agents shall have no duties or
responsibilities except those expressly set forth in this Agreement or in the
Loan Documents. The Syndication Agent shall have no duties or obligations under
this Agreement and the other Loan Documents. The duties of the Agents shall be
mechanical and administrative in nature. The Agents shall not have by reason of
this Agreement or any Loan Document a fiduciary relationship in respect of any
Lender. Nothing in this Agreement or any of the Loan Documents, express or
implied, is intended to or shall be construed to impose upon the Agents any
obligations in respect of this Agreement or any of the Loan Documents except as
expressly set forth herein or therein. Each Lender shall make its own
independent investigation of the financial condition and affairs of the Loan
Parties in connection with the making and the continuance of the Loans hereunder
and shall make its own appraisal of the creditworthiness of the Loan Parties and
the value of the Collateral, and the Agents shall have no duty or
responsibility, either initially or on a continuing basis, to provide any Lender
with any credit or other information with respect thereto, whether coming into
their possession before the initial Loans hereunder or at any time or times
thereafter, provided that, upon the reasonable request of a Lender, each Agent
shall provide to such Lender any documents or reports delivered to such Agent by
the Loan Parties pursuant to the terms of this Agreement or any Loan Document.
If any Agent seeks the consent or approval of the Required Lenders to the taking
or refraining from taking any action hereunder, such Agent shall send notice
thereof to each Lender. Each Agent shall promptly notify each Lender any time
that the Required Lenders have instructed such Agent to act or refrain from
acting pursuant hereto.

            SECTION 10.03 RIGHTS, EXCULPATION, ETC. The Agents and their
directors, officers, agents or employees shall not be liable for any action
taken or omitted to be taken by them under or in connection with this Agreement
or the other Loan Documents, except for their own gross negligence or willful
misconduct as determined by a final judgment of a court of competent
jurisdiction. Without limiting the generality of the foregoing, the Agents (i)
may treat the payee of any Note as the holder thereof until the Agents receive
written notice of the



                                      -79-
<PAGE>   84

assignment or transfer thereof, pursuant to Section 12.07 hereof, signed by such
payee and in form satisfactory to the Agents; (ii) may consult with legal
counsel (including, without limitation, counsel to any Agent or counsel to the
Loan Parties), independent public accountants, and other experts selected by any
of them and shall not be liable for any action taken or omitted to be taken in
good faith by any of them in accordance with the advice of such counsel or
experts; (iii) make no warranty or representation to any Lender and shall not be
responsible to any Lender for any statements, certificates, warranties or
representations made in or in connection with this Agreement or the other Loan
Documents; (iv) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of this
Agreement or the other Loan Documents on the part of any Person, the existence
or possible existence of any Default or Event of Default, or to inspect the
Collateral or other property (including, without limitation, the books and
records) of any Person; (v) shall not be responsible to any Lender for the due
execution, legality, validity, enforceability, genuineness, sufficiency or value
of this Agreement or the other Loan Documents or any other instrument or
document furnished pursuant hereto or thereto; and (vi) shall not be deemed to
have made any representation or warranty regarding the existence, value or
collectibility of the Collateral, the existence, priority or perfection of the
Collateral Agent's Lien thereon, or any certificate prepared by any Loan Party
in connection therewith, nor shall the Agents be responsible or liable to the
Lenders for any failure to monitor or maintain any portion of the Collateral.
The Agents shall not be liable for any apportionment or distribution of payments
made in good faith pursuant to Section 4.04, and if any such apportionment or
distribution is subsequently determined to have been made in error the sole
recourse of any Lender to whom payment was due but not made, shall be to recover
from other Lenders any payment in excess of the amount which they are determined
to be entitled. The Agents may at any time request instructions from the Lenders
with respect to any actions or approvals which by the terms of this Agreement or
of any of the Loan Documents the Agents are permitted or required to take or to
grant, and if such instructions are promptly requested, the Agents shall be
absolutely entitled to refrain from taking any action or to withhold any
approval under any of the Loan Documents until they shall have received such
instructions from the Required Lenders. Without limiting the foregoing, no
Lender shall have any right of action whatsoever against any Agent as a result
of such Agent acting or refraining from acting under this Agreement, the Notes,
or any of the other Loan Documents in accordance with the instructions of the
Required Lenders.

            SECTION 10.04 RELIANCE. Each Agent shall be entitled to rely upon
any written notices, statements, certificates, orders or other documents or any
telephone message believed by it in good faith to be genuine and correct and to
have been signed, sent or made by the proper Person, and with respect to all
matters pertaining to this Agreement or any of the Loan Documents and its duties
hereunder or thereunder, upon advice of counsel selected by it.

            SECTION 10.05 INDEMNIFICATION. To the extent that any Agent is not
reimbursed and indemnified by any Loan Party, the Lenders will reimburse and
indemnify such Agent and the L/C Issuer from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses, advances or disbursements of any kind or nature whatsoever
which may be imposed on, incurred by, or asserted against such Agent or the L/C
Issuer any way relating to or arising out of this Agreement or any of the Loan
Documents or any action taken or omitted by such Agent or the L/C Issuer under
this Agreement or any of the Loan Documents, in proportion to each Lender's Pro
Rata Share, including, without limitation,



                                      -80-
<PAGE>   85

advances and disbursements made pursuant to Section 10.08; PROVIDED, HOWEVER,
that no Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses, advances
or disbursements for which there has been a final judicial determination that
such liability resulted from such Agent's or the L/C Issuer's gross negligence
or willful misconduct. The obligations of the Lenders under this Section 10.05
shall survive the payment in full of the Loans and the termination of this
Agreement.

            SECTION 10.06 AGENTS INDIVIDUALLY. With respect to its Pro Rata
Share of the Total Commitment hereunder, the Loans made by it and the Notes
issued to or held by it, each Agent shall have and may exercise the same rights
and powers hereunder and is subject to the same obligations and liabilities as
and to the extent set forth herein for any other Lender or holder of a Note. The
terms "Lenders" or "Required Lenders" or any similar terms shall, unless the
context clearly otherwise indicates, include each Agent in its individual
capacity as a Lender or one of the Required Lenders. Each Agent and its
Affiliates may accept deposits from, lend money to, and generally engage in any
kind of banking, trust or other business with the Borrowers as if it were not
acting as an Agent pursuant hereto without any duty to account to the Lenders.

            SECTION 10.07 SUCCESSOR AGENT.

                  (a) Each Agent may resign from the performance of all its
functions and duties hereunder and under the other Loan Documents at any time by
giving at least thirty (30) Business Days' prior written notice to the
Administrative Borrower and each Lender. Such resignation shall take effect upon
the acceptance by a successor Agent of appointment pursuant to clauses (b) and
(c) below or as otherwise provided below.

                  (b) Upon any such notice of resignation, the Required Lenders
shall appoint a successor Agent. Upon the acceptance of any appointment as Agent
hereunder by a successor Agent, such successor Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties and
obligations under this Agreement and the other Loan Documents. After any Agent's
resignation hereunder as an Agent, the provisions of this Article X shall inure
to its benefit as to any actions taken or omitted to be taken by it while it was
an Agent under this Agreement and the other Loan Documents.

                  (c) If a successor Agent shall not have been so appointed
within said thirty (30) Business Day period, the retiring Agent, with the
consent of the other Agent shall then appoint a successor Agent who shall serve
as an Agent until such time, if any, as the Required Lenders, with the consent
of the other Agent, appoint a successor Agent as provided above.

            SECTION 10.08 COLLATERAL MATTERS.

                  (a) The Collateral Agent may from time to time make such
disbursements and advances ("COLLATERAL AGENT ADVANCES") which the Collateral
Agent, in its sole discretion, deems necessary or desirable to preserve,
protect, prepare for sale or lease or dispose of the Collateral or any portion
thereof, to enhance the likelihood or maximize the amount of repayment by the
Borrowers of the Loans, Reimbursement Obligations, Letter of Credit Obligations
and other Obligations or to pay any other amount chargeable to the Borrowers



                                      -81-
<PAGE>   86

pursuant to the terms of this Agreement, including, without limitation, costs,
fees and expenses as described in Section 12.04. The Collateral Agent Advances
shall be repayable on demand and be secured by the Collateral. The Collateral
Agent Advances shall constitute Obligations hereunder which may be charged to
the Loan Account in accordance with Section 4.02. The Collateral Agent shall
notify each Lender and the Administrative Borrower in writing of each such
Collateral Agent Advance, which notice shall include a description of the
purpose of such Collateral Agent Advance. Without limitation to its obligations
pursuant to Section 10.05, each Lender agrees that it shall make available to
the Collateral Agent, upon the Collateral Agent's demand, in Dollars in
immediately available funds, the amount equal to such Lender's Pro Rata Share of
each such Collateral Agent Advance. If such funds are not made available to the
Collateral Agent by such Lender, the Collateral Agent shall be entitled to
recover such funds, on demand, from such Lender together with interest thereon,
for each day from the date such payment was due until the date such amount is
paid to the Collateral Agent, at the Federal Funds Rate for three Business Days
and thereafter at the Reference Rate.

                  (b) The Lenders hereby irrevocably authorize the Collateral
Agent, at its option and in its discretion, to release any Lien granted to or
held by the Collateral Agent upon any Collateral upon termination of the Total
Commitment and payment and satisfaction of all Loans, Reimbursement Obligations,
Letter of Credit Obligations, and all other Obligations which have matured and
which the Collateral Agent has been notified in writing are then due and
payable; or constituting property being sold or disposed of in the ordinary
course of any Loan Party's business and in compliance with the terms of this
Agreement and the other Loan Documents; or constituting property in which the
Loan Parties owned no interest at the time the Lien was granted or at any time
thereafter; or if approved, authorized or ratified in writing by the Lenders.
Upon request by the Collateral Agent at any time, the Lenders will confirm in
writing the Collateral Agent's authority to release particular types or items of
Collateral pursuant to this Section 10.08(b).

                  (c) Without in any manner limiting the Collateral Agent's
authority to act without any specific or further authorization or consent by the
Lenders (as set forth in Section 10.08(b)), each Lender agrees to confirm in
writing, upon request by the Collateral Agent, the authority to release
Collateral conferred upon the Collateral Agent under Section 10.08(b). Upon
receipt by the Collateral Agent of confirmation from the Lenders of its
authority to release any particular item or types of Collateral, and upon prior
written request by any Loan Party, the Collateral Agent shall (and is hereby
irrevocably authorized by the Lenders to) execute such documents as may be
necessary to evidence the release of the Liens granted to the Collateral Agent
for the benefit of the Lenders upon such Collateral; PROVIDED, HOWEVER, that (i)
the Collateral Agent shall not be required to execute any such document on terms
which, in the Collateral Agent's opinion, would expose the Collateral Agent to
liability or create any obligations or entail any consequence other than the
release of such Liens without recourse or warranty, and (ii) such release shall
not in any manner discharge, affect or impair the Obligations or any Lien upon
(or obligations of any Loan Party in respect of) all interests in the Collateral
retained by any Loan Party.

                  (d) The Collateral Agent shall have no obligation whatsoever
to any Lender to assure that the Collateral exists or is owned by the Loan
Parties or is cared for, protected or insured or has been encumbered or that the
Lien granted to the Collateral Agent



                                      -82-
<PAGE>   87

pursuant to this Agreement has been properly or sufficiently or lawfully
created, perfected, protected or enforced or is entitled to any particular
priority, or to exercise at all or in any particular manner or under any duty of
care, disclosure or fidelity, or to continue exercising, any of the rights,
authorities and powers granted or available to the Collateral Agent in this
Section 10.08 or in any of the Loan Documents, it being understood and agreed
that in respect of the Collateral, or any act, omission or event related
thereto, the Collateral Agent may act in any manner it may deem appropriate, in
its sole discretion, given the Collateral Agent's own interest in the Collateral
as one of the Lenders and that the Collateral Agent shall have no duty or
liability whatsoever to any other Lender, except as otherwise provided herein.

            SECTION 10.09 COLLATERAL SUB-AGENTS. Each Lender by its execution
and delivery of this Agreement (or any joinder hereto or any Assignment
hereunder) agrees that, in the event it shall hold any monies or other
investments on account of any Borrower or any other Loan Party, such monies or
other investments shall be held in the name and under the control of such
Lender, and such Lender shall hold such monies or other investments as a
collateral sub-agent for the Collateral Agent under this Agreement and the other
Loan Documents. The Borrowers by their execution and delivery of this Agreement
hereby consent to the foregoing.


                                   ARTICLE XI

                                    GUARANTY

            SECTION 11.01 GUARANTY. Each Guarantor hereby unconditionally and
irrevocably guarantees the punctual payment when due, whether at stated
maturity, by acceleration or otherwise, of all Obligations of the Borrowers now
or hereafter existing under any Loan Document, whether for principal, interest
fees, expenses or otherwise (such obligations, to the extent not paid by the
Borrowers, being the "Guaranteed Obligations"), and agrees to pay any and all
expenses (including reasonable counsel fees and expenses) incurred by the
Agents, the Lenders and the L/C Issuer in enforcing any rights under the
guaranty set forth in this Article. Without limiting the generality of the
foregoing, each Guarantor's liability shall extend to all amounts that
constitute part of the Guaranteed Obligations and would be owed by the Borrowers
to the Agents, the Lenders and the L/C Issuer under any Loan Document but for
the fact that they are unenforceable or not allowable due to the existence of
the Chapter 11 Cases.

            SECTION 11.02 GUARANTY ABSOLUTE. Each Guarantor guarantees that the
Guaranteed Obligations will be paid strictly in accordance with the terms of the
Loan Documents, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of the
Agents, the Lenders or the L/C Issuer with respect thereto. The obligations of
each Guarantor under this Article are independent of the Guaranteed Obligations,
and a separate action or actions may be brought and prosecuted against each
Guarantor to enforce such obligations, irrespective of whether any action is
brought against any Borrower or whether any Borrower is joined in any such
action or actions. The liability of each Guarantor under this Article shall be
irrevocable, absolute and unconditional irrespective of, and each Guarantor
hereby irrevocably waives any defenses it may now or hereafter have in any way
relating to, any or all of the following:



                                      -83-
<PAGE>   88

                  (a) any lack of validity or enforceability of any Loan
Document or any agreement or instrument relating thereto;

                  (b) any change in the time, manner or place of payment of, or
in any other term of, all or any of the Guaranteed Obligations, or any other
amendment or waiver of or any consent to departure from any Loan Document,
including, without limitation, any increase in the Guaranteed Obligations
resulting from the extension of additional credit to the Borrowers or otherwise;

                  (c) any taking, exchange, release or non-perfection of any
Collateral, or any taking, release or amendment or waiver of or consent to
departure from any other guaranty, for all or any of the Guaranteed Obligations;

                  (d) any change, restructuring or termination of the corporate,
limited liability company or partnership structure or existence of any Borrower;
or

                  (e) any other circumstance (including, without limitation, any
statute of limitations) or any existence of or reliance on any representation by
the Agents, the Lenders or the L/C Issuer that might otherwise constitute a
defense available to, or a discharge of, any Guarantor, any Borrower or any
other guarantor or surety.

This Article shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Guaranteed Obligations is rescinded
or must otherwise be returned by the Agents or the Lenders or any other Person,
all as though such payment had not been made.

            SECTION 11.03 WAIVER. Each Guarantor hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of the
Guaranteed Obligations and this Article and any requirement that the Agents, the
Lenders or the L/C Issuer exhaust any right or take any action against any
Borrower or any other Person or any Collateral. Each Guarantor acknowledges that
it will receive direct and indirect benefits from the financing arrangements
contemplated herein and that the waiver set forth in this Section 11.03 is
knowingly made in contemplation of such benefits. Each Guarantor hereby waives
any right to revoke this Article, and acknowledges that this Article is
continuing in nature and applies to all Guaranteed Obligations, whether existing
now or in the future.

            SECTION 11.04 CONTINUING GUARANTY; ASSIGNMENTS. This Article is a
continuing guaranty and shall (a) remain in full force and effect until the
later of the cash payment in full of the Guaranteed Obligations (other than
indemnification obligations as to which no claim has been made) and all other
amounts payable under this Article and the Final Maturity Date, (b) be binding
upon each Guarantor, its successors and assigns and (c) inure to the benefit of
and be enforceable by the Agents, the Lenders and the L/C Issuer and their
successors, pledgees, transferees and assigns. Without limiting the generality
of the foregoing clause (c), any Lender may pledge, assign or otherwise transfer
all or any portion of its rights and obligations under this Agreement
(including, without limitation, all or any portion of its Commitments, its
Loans, the Reimbursement Obligations and the Letter of Credit Obligations owing
to it and any Note held by it) to any other Person, and such other Person shall
thereupon become vested with all the benefits in respect thereof granted such
Lender herein or otherwise, in each case as provided in Section 12.07.



                                      -84-
<PAGE>   89

            SECTION 11.05 SUBROGATION. No Guarantor will exercise any rights
that it may now or hereafter acquire against any Borrower or any other insider
guarantor that arise from the existence, payment, performance or enforcement of
such Guarantor's obligations under this Article, including, without limitation,
any right of subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or remedy of the
Agents and the Lenders against any Borrower or any other insider guarantor or
any Collateral, whether or not such claim, remedy or right arises in equity or
under contract, statute or common law, including, without limitation, the right
to take or receive from any Borrower or any other insider guarantor, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security solely on account of such claim, remedy or right, unless and
until all of the Guaranteed Obligations and all other amounts payable under this
Article shall have been paid in full in cash and the Final Maturity Date shall
have occurred. If any amount shall be paid to any Guarantor in violation of the
immediately preceding sentence at any time prior to the later of the payment in
full in cash of the Guaranteed Obligations and all other amounts payable under
this Article and the Final Maturity Date, such amount shall be held in trust for
the benefit of the Agents and the Lenders and shall forthwith be paid to the
Agents and the Lenders to be credited and applied to the Guaranteed Obligations
and all other amounts payable under this Article, whether matured or unmatured,
in accordance with the terms of this Agreement, or to be held as collateral for
any Guaranteed Obligations or other amounts payable under this Article
thereafter arising. If (i) any Guarantor shall make payment to the Agents and
the Lenders of all or any part of the Guaranteed Obligations, (ii) all of the
Guaranteed Obligations and all other amounts payable under this Article shall be
paid in full in cash and (iii) the Final Maturity Date shall have occurred, the
Agents and the Lenders will, at such Guarantor's request and expense, execute
and deliver to such Guarantor appropriate documents, without recourse and
without representation or warranty, necessary to evidence the transfer by
subrogation to such Guarantor of an interest in the Guaranteed Obligations
resulting from such payment by such Guarantor.


                                  ARTICLE XII

                                  MISCELLANEOUS

            SECTION 12.01 NOTICES, ETC. (a) All notices and other communications
provided for hereunder shall be in writing and shall be mailed, telecopied or
delivered, (i) if to any Loan Party, at the following address:

            The LTV Corporation
            200 Public Square
            Cleveland, Ohio  44114-2308
            Attention: Chief Financial Officer

            Telephone:  216-622-5000
            Telecopier: 216-622-1931



                                      -85-
<PAGE>   90

            with a copy to:

            Hennigan, Bennett & Dorman
            601 South Figueroa Street, Suite 3300
            Los Angeles, California  90017
            Attention: Bruce Bennett, Esq.

            Telephone:  213-694-1200
            Telecopier: 213-694-1234

    (ii)    if to the Administrative Agent, to it at the following address:

            The CIT Group/Business Credit, Inc.
            Ten South LaSalle Street
            Chicago, Illinois  60603
            Attention: Regional Credit Manager

            Telephone:  312-424-9760
            Telecopier: 312-424-9740

    (iii)   if to the Collateral Agent, to it at the following address:

            Ableco Finance LLC
            450 Park Avenue, 28th Floor
            New York, New York  10022
            Attention: Eric F. Miller

            Telephone:  212-891-1549
            Telecopier: 212-758-5305

    (iv)    if to the Syndication Agent, to it at the following address:

            Abbey National Treasury Services plc
            Abbey House
            215-229 Baker Street
            London NW1 6XL
            Attention: Scott McMunn
                       Paul Caldwell
                       Andrew Briggs

            Telecopier: 011-44-207-487-0562

            with a copy to

            Cleary, Gottlieb, Steen & Hamilton
            One Liberty Plaza
            New York, New York  10006
            Attention: Lindsee P. Granfield, Esq.

            Telephone:  212-225-2738
            Telecopier: 212-225-3999



                                      -86-
<PAGE>   91



            and in each case of (ii), (iii) and (iv), with a copy to:

            Schulte Roth & Zabel LLP
            919 Third Avenue
            New York, New York  10022

            Attention: Frederic L. Ragucci, Esq.

            Telephone:  212-756-2000
            Telecopier: 212-593-5955

or, as to each party, at such other address as shall be designated by such party
in a written notice to the other parties complying as to delivery with the terms
of this Section 12.01. All such notices and other communications shall be
effective, (i) if mailed, when received or three days after deposited in the
mails, whichever occurs first, (ii) if telecopied, when transmitted and
confirmation received, or (iii) if delivered, upon delivery, except that notices
to any Agent or the L/C Issuer pursuant to Articles II and IIA shall not be
effective until received by such Agent or the L/C Issuer, as the case may be.

                  (b) Nothing in this Agreement or in any other Loan Document
shall be construed to limit or affect the obligation of any Borrower or any
other Person to serve upon the Agents and the Lenders in the manner prescribed
by the Bankruptcy Code any pleading or notice required to be given to the Agents
and the Lenders pursuant to the Bankruptcy Code.

            SECTION 12.02 AMENDMENTS, ETC. (a) No amendment or waiver of any
provision of this Agreement or any Note, and no consent to any departure by any
Borrower or any other Loan Party therefrom, shall in any event be effective
unless the same shall be in writing and signed by the Required Lenders or by the
Collateral Agent with the consent of the Required Lenders, and then such waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which given, PROVIDED, HOWEVER, that no amendment, waiver or consent
shall (i) increase the Commitment of any Lender, reduce the principal of, or
interest on, the Loans or the Reimbursement Obligations payable to any Lender,
reduce the amount of any fee payable for the account of any Lender, or postpone
or extend any date fixed for any payment of principal of, or interest or fees
on, the Loans or Letter of Credit Obligations payable to any Lender, in each
case without the written consent of any Lender affected thereby, (ii) increase
the Total Commitment without the written consent of each Lender, (iii) change
the percentage of the Commitments or of the aggregate unpaid principal amount of
the Notes that is required for the Lenders or any of them to take any action
hereunder, (iv) amend the definition of "Required Lenders" or "Pro Rata Share",
(v) release all or a substantial portion of the Collateral (except in the case
of any Disposition, if the Net Cash Proceeds of such Disposition are applied to
the Loans pursuant to Section 2.05(c)(iv) and except as otherwise provided in
this Agreement and the other Loan Documents), subordinate any Lien granted in
favor of the Collateral Agent for the benefit of the Lenders, or release any
Borrower or any Guarantor, (vi) modify, waive, release or subordinate the super
priority claim status of the Obligations (except as permitted in this Agreement
and the Loan Documents), (vii) amend, modify or waive this Section 12.02 of this
Agreement, or (vii) amend the definition of "Eligible Raw Materials Inventory",
"Eligible Accounts Receivable" or "Borrowing Base", in each case, without the
written consent of each Lender. Notwithstanding the foregoing, no amendment,
waiver or consent shall, unless in



                                      -87-
<PAGE>   92

writing and signed by an Agent, affect the rights or duties of such Agent (but
not in its capacity as a Lender) under this Agreement or the other Loan
Documents.

                  (b) The Administrative Agent and CIT, in its capacity as a
Lender, the Syndication Agent and Abbey, in its capacity as a Lender, and the
Collateral Agent and Ableco, in its capacity as a Lender, and the other Lenders
have executed an agreement on the Effective Date pursuant to which the
Administrative Agent, CIT, the Syndication Agent, Abbey, the Collateral Agent
and Ableco and the other Lenders have agreed to certain intercreditor
arrangements, including but not limited to, certain arrangements regarding
voting, allocation of payments, participations in and buyouts of the Obligations
and repayment priorities. The rights and duties of the Administrative Agent,
CIT, the Syndication Agent, Abbey, the Collateral Agent, and Ableco and the
Lenders, with respect to such matters, are subject to such agreement.

            SECTION 12.03 NO WAIVER; REMEDIES, ETC. No failure on the part of
any Agent or any Lender to exercise, and no delay in exercising, any right
hereunder or under any other Loan Document shall operate as a waiver thereof;
nor shall any single or partial exercise of any right under any Loan Document
preclude any other or further exercise thereof or the exercise of any other
right. The rights and remedies of the Agents and the Lenders provided herein and
in the other Loan Documents are cumulative and are in addition to, and not
exclusive of, any rights or remedies provided by law. The rights of the Agents
and the Lenders under any Loan Document against any party thereto are not
conditional or contingent on any attempt by the Agents and the Lenders to
exercise any of their rights under any other Loan Document against such party or
against any other Person.

            SECTION 12.04 EXPENSES; TAXES; ATTORNEYS' FEES. The Borrowers will
pay on demand, all costs and expenses incurred by or on behalf of the
Administrative Agent and the Collateral Agent (and, in the case of clauses (b)
through (m) below, the Lenders (and, in the case of Abbey, clauses (a) through
(m) below, PROVIDED that in the case of clause (a), only with respect to the
negotiation, preparation, execution and delivery of this Agreement and the other
Loan Documents)), regardless of whether the transactions contemplated hereby are
consummated, including, without limitation, reasonable fees, costs, client
charges and expenses of counsel for the Administrative Agent and the Collateral
Agent (and, in the case of clauses (b) through (m) below, the Lenders (and, in
the case of clauses (b) through (m) below, the Lenders (and, in the case of
Abbey, clauses (a) through (m) below, PROVIDED that in the case of clause (a),
only with respect to the negotiation, preparation, execution and delivery of
this Agreement and the other Loan Documents)), accounting, due diligence,
periodic field audits, physical counts, valuations, investigations, searches and
filings, monitoring of assets, appraisals of Collateral, title searches and
reviewing environmental assessments, miscellaneous disbursements, examination,
travel, lodging and meals, arising from or relating to: (a) the negotiation,
preparation, execution, delivery, performance and administration of this
Agreement and the other Loan Documents, (including, without limitation, the
preparation of any additional Loan Documents, pursuant to Section 7.01(b) or the
review of any of the agreements, instruments and documents referred to in
Section 7.02(f)), (b) any requested amendments, waivers or consents to this
Agreement or the other Loan Documents whether or not such documents become
effective or are given, (c) the preservation and protection of any of the
Lenders' rights under this Agreement or the other Loan Documents, (d) the
defense of any claim or action asserted or brought against the Agents or the
Lenders by any Person that arises from or relates to this Agreement, any other
Loan Document,



                                      -88-
<PAGE>   93

the Agents' or the Lenders' claims against the Borrowers and each other Loan
Party, or any and all matters in connection therewith, (e) the commencement or
defense of, or intervention in, any court proceeding arising from or related to
this Agreement or any other Loan Document, (f) the filing of any petition,
complaint, answer, motion or other pleading by the Agents or the Lenders, or the
taking of any action in respect of the Collateral or other security, in
connection with this Agreement or any other Loan Document, (g) the protection,
collection, lease, sale, taking possession of or liquidation of, any Collateral
or other security in connection with this Agreement or any other Loan Document,
(h) any attempt to enforce any Lien or security interest in any Collateral or
other security in connection with this Agreement or any other Loan Document, (i)
any attempt to collect from any Borrower or any other Loan Party, (j) the
receipt by the Agents or the Lenders of any advice from professionals with
respect to any of the foregoing, (k) all liabilities and costs arising from or
in connection with the past, present or future operations of each Borrower and
each other Loan Party involving any damage to real or personal property or
natural resources or harm or injury alleged to have resulted from any Release of
Hazardous Materials on, upon or into such property, (l) any Environmental
Liabilities and Costs incurred in connection with the investigation, removal,
cleanup and/or remediation of any Hazardous Materials present or arising out of
the operations of any facility of any Borrower and any other Loan Party, or (m)
any Environmental Liabilities and Costs incurred in connection with any
Environmental Lien. Without limitation of the foregoing or any other provision
of any Loan Document: (x) each Borrower agrees to pay all stamp, document,
transfer, recording or filing taxes or fees and similar impositions now or
hereafter determined by any Agent or any Lender to be payable in connection with
this Agreement or any other Loan Document, and each Borrower agrees to save the
Agents and the Lenders harmless from and against any and all present or future
claims, liabilities or losses with respect to or resulting from any omission to
pay or delay in paying any such taxes, fees or impositions, (y) each Borrower
agrees to pay all broker fees that may become due in connection with the
transactions contemplated by this Agreement and the other Loan Documents, and
(z) if any Borrower fails to perform any covenant or agreement contained herein
or in any other Loan Document, any Agent may itself perform or cause performance
of such covenant or agreement, and the expenses of the such Agent incurred in
connection therewith shall be reimbursed on demand by the Borrowers.

            SECTION 12.05 RIGHT OF SET-OFF. Upon the occurrence and during the
continuance of any Event of Default, any Lender may, and is hereby authorized
to, at any time and from time to time, without notice to the Borrowers (any such
notice being expressly waived by the Borrowers) and to the fullest extent
permitted by law, set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other indebtedness at
any time owing by such Lender to or for the credit or the account of the
Borrowers against any and all obligations of either now or hereafter existing
under any Loan Document, irrespective of whether or not such Lender shall have
made any demand hereunder or thereunder and although such obligations may be
contingent or unmatured. Each Lender agrees to notify the Administrative
Borrower promptly after any such set-off and application made by such Lender
provided that the failure to give such notice shall not affect the validity of
such set-off and application.

            SECTION 12.06 SEVERABILITY. Any provision of this Agreement, which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the



                                      -89-
<PAGE>   94

extent of such prohibition or unenforceability without invalidating the
remaining portions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction.

            SECTION 12.07 ASSIGNMENTS AND PARTICIPATIONS.

                  (a) This Agreement, the Notes and the other Loan Documents
shall be binding upon and inure to the benefit of the Borrowers and the other
the Loan Parties and each Agent and each Lender and their respective successors
and assigns (including, except for the right to request Loans, any trustee
succeeding to the rights of the Borrowers pursuant to Chapter 11 of the
Bankruptcy Code or pursuant to any conversion to a case under chapter 7 of the
Bankruptcy Code); PROVIDED, HOWEVER, that none of the Borrowers or the other
Loan Parties may assign or transfer any of their rights hereunder, or under the
Notes or the other Loan Documents, without the prior written consent of each
Lender and any such assignment without the Lenders' prior written consent shall
be null and void.

                  (b) Each Lender may, with the written consent of the
Collateral Agent, assign to one or more other lenders or other entities all or a
portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitments, the Loans made by it, the Notes
held by it and its Pro Rata Share of Letter of Credit Obligations); PROVIDED,
HOWEVER, that (i) such lender or other entity is determined in good faith by the
Collateral Agent to be a credit worthy lender or entity, (ii) such assignment is
in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess
thereof (or the remainder of such Lender's Commitment) (except such minimum
amount shall not apply to any Affiliate of a Lender or any fund or account
managed by a Lender), (iii) the assignee agrees to be bound by the terms of the
agreement among the Lenders referred to in Section 12.02(b) and (iv) the parties
to each such assignment shall execute and deliver to the Collateral Agent, for
its acceptance, an Assignment and Acceptance, together with any Note subject to
such assignment and such parties shall deliver to the Collateral Agent a
processing and recordation fee of $5,000 (except the payment of such fee shall
not be required if the assignee is an Affiliate of a Lender or to any fund or
account managed by a Lender). Upon such execution, delivery and acceptance, from
and after the effective date specified in each Assignment and Acceptance, which
effective date shall be at least three Business Days after the delivery thereof
to the Collateral Agent (or such shorter period as shall be agreed to by the
Collateral Agent and the parties to such assignment), (A) the assignee
thereunder shall become a "Lender" hereunder and, in addition to the rights and
obligations hereunder held by it immediately prior to such effective date, have
the rights and obligations hereunder that have been assigned to it pursuant to
such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to
the extent that rights and obligations hereunder have been assigned by it
pursuant to such Assignment and Acceptance, relinquish its rights and be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto).

                      (i) By executing and delivering an Assignment and
Acceptance, the assigning Lender and the assignee thereunder confirm to and
agree with each other and the other parties hereto as follows: (A) other than as
provided in such Assignment and Acceptance, the assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or any other Loan Document or the execution, legality, validity,



                                      -90-
<PAGE>   95

enforceability, genuineness, sufficiency or value of this Agreement or any other
Loan Document furnished pursuant hereto; (B) the assigning Lender makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Loan Parties or any of their Subsidiaries or the
performance or observance by the Loan Parties of any of their obligations under
this Agreement or any other Loan Document furnished pursuant hereto; (C) such
assignee confirms that it has received a copy of this Agreement and the other
Loan Documents, together with such other documents and information it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (D) such assignee will, independently and without
reliance upon the assigning Lender, any Agent or any Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement and the other Loan Documents; (E) such assignee appoints and
authorizes the Agents to take such action as agents on its behalf and to
exercise such powers under this Agreement and the other Loan Documents as are
delegated to the Agents by the terms hereof and thereof, together with such
powers as are reasonably incidental hereto and thereto; and (F) such assignee
agrees that it will perform in accordance with their terms all of the
obligations which by the terms of this Agreement and the other Loan Documents
are required to be performed by it as a Lender.

                      (ii) The Administrative Borrower authorizes the Collateral
Agent, and the Collateral Agent agrees, to maintain, or cause to be maintained
at the Payment Office, a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lenders and the Commitments of, and principal amount of the Loans and Letter
of Credit Obligations owing to each Lender from time to time (the "REGISTER").
The entries in the Register shall be conclusive and binding for all purposes,
absent manifest error, and the Borrowers, the Agents and the Lenders may treat
each Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Administrative Borrower and any Lender at any reasonable time and from time
to time upon reasonable prior notice.

                      (iii) Upon its receipt of an Assignment and Acceptance
executed by an assigning Lender and an assignee, together with the Notes subject
to such assignment, the Collateral Agent shall, if the Collateral Agent consents
to such assignment and if such Assignment and Acceptance has been completed (i)
accept such Assignment and Acceptance, (ii) give prompt notice thereof to the
Administrative Borrower (except no such notice shall be required if the assignee
is an Affiliate of the assigning Lender or a fund or account managed by such
Lender), (iii) record the information contained therein in the Register, and
(iv) prepare and distribute to each Lender and the Administrative Borrower a
revised Schedule 1.01(B) hereto after giving effect to such assignment, which
revised Schedule 1.01(B) shall replace the prior Schedule 1.01(B) and become
part of this Agreement (except no such revised Schedule 1.01(B) shall be
distributed if the assignee is an Affiliate of the assigning Lender or a fund or
account managed by such Lender).

                      (iv) A Registered Loan (and the Registered Note, if any,
evidencing the same) may be assigned or sold in whole or in part only by
registration of such assignment or sale on the Register (and each Registered
Note shall expressly so provide). Any assignment or sale of all or part of such
Registered Loan (and the Registered Note, if any,



                                      -91-
<PAGE>   96

evidencing the same) may be effected only by registration of such assignment or
sale on the Register, together with the surrender of the Registered Note, if
any, evidencing the same duly endorsed by (or accompanied by a written
instrument of assignment or sale duly executed by) the holder of such Registered
Note, whereupon, at the request of the designated assignee(s) or transferee(s),
one or more new Registered Notes in the same aggregate principal amount shall be
issued to the designated assignee(s) or transferee(s). Prior to the registration
of assignment or sale of any Registered Loan (and the Registered Note, if any,
evidencing the same), the Agents shall treat the Person in whose name such Loan
(and the Registered Note, if any, evidencing the same) is registered as the
owner thereof for the purpose of receiving all payments thereon and for all
other purposes, notwithstanding notice to the contrary.

                      (v) In the event that any Lender sells participations in a
Registered Loan, such Lender shall maintain a register on which it enters the
name of all participants in the Registered Loans held by it (the "PARTICIPANT
REGISTER"). A Registered Loan (and the Registered Note, if any, evidencing the
same) may be participated in whole or in part only by registration of such
participation on the Participant Register (and each Registered Note shall
expressly so provide). Any participation of such Registered Loan (and the
Registered Note, if any, evidencing the same) may be effected only by the
registration of such participation on the Participant Register.

                      (vi) Any foreign Person who purchases or is assigned or
participates in any portion of such Loan shall provide the Agents (in the case
of a purchase or assignment) or the Lender (in the case of a participation) with
a completed Internal Revenue Service Form W-8BEN (Certificate of Foreign Status)
or a substantially similar form for such purchaser, participant or any other
affiliate who is a holder of beneficial interests in the Loan.

                  (c) Each Lender may sell participations to one or more banks
or other entities in or to all or a portion of its rights and obligations under
this Agreement and the other Loan Documents (including, without limitation, all
or a portion of its Commitments, the Loans made by it and its Pro Rata Share of
the Letter of Credit Obligations); PROVIDED, that (i) such Lender's obligations
under this Agreement (including, without limitation, its Commitments hereunder)
and the other Loan Documents shall remain unchanged; (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, and the Borrowers, the Agents and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement and the other Loan
Documents; and (iii) a participant shall not be entitled to require such Lender
to take or omit to take any action hereunder except (A) action directly
effecting an extension of the maturity dates or decrease in the principal amount
of the Loans or Letter of Credit Obligations, or (B) action directly effecting
an extension of the due dates or a decrease in the rate of interest payable on
the Loans or the fees payable under this Agreement, or (C) actions directly
effecting a release of all or a substantial portion of the Collateral or any
Borrower or any Guarantor (except as set forth in Section 10.08 of this
Agreement or any Loan Document).

            SECTION 12.08 COUNTERPARTS. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement.



                                      -92-
<PAGE>   97

            SECTION 12.09 GOVERNING LAW. THIS AGREEMENT, THE NOTES AND THE OTHER
LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE
STATE OF NEW YORK EXCEPT AS GOVERNED BY THE BANKRUPTCY CODE.

            SECTION 12.10 WAIVER OF JURY TRIAL, ETC. EACH LOAN PARTY, THE AGENTS
AND THE LENDERS HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS AGREEMENT, THE NOTES
OR THE OTHER LOAN DOCUMENTS, OR UNDER ANY AMENDMENT, WAIVER, CONSENT,
INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE
DELIVERED IN CONNECTION THEREWITH, OR ARISING FROM ANY FINANCING RELATIONSHIP
EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREE THAT ANY SUCH ACTION,
PROCEEDINGS OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
EACH LOAN PARTY CERTIFIES THAT NO OFFICER, REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY AGENT OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ANY AGENT
OR ANY LENDER WOULD NOT, IN THE EVENT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM,
SEEK TO ENFORCE THE FOREGOING WAIVERS. EACH LOAN PARTY HEREBY ACKNOWLEDGES THAT
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDERS ENTERING INTO THIS
AGREEMENT.

            SECTION 12.11 CONSENT BY THE AGENTS AND LENDERS. Except as otherwise
expressly set forth herein to the contrary, if the consent, approval,
satisfaction, determination, judgment, acceptance or similar action (an
"ACTION") of any Agent or any Lender shall be permitted or required pursuant to
any provision hereof or any provision of any other agreement to which any
Borrower or any other Loan Party are parties and to which any Agent or any
Lender has succeeded thereto, such Action shall be required to be in writing and
may be withheld or denied by such Agent or such Lender, in its sole discretion,
with or without any reason, and without being subject to question or challenge
on the grounds that such Action was not taken in good faith.

            SECTION 12.12 NO PARTY DEEMED DRAFTER. Each of the parties hereto
agrees that no party hereto shall be deemed to be the drafter of this Agreement.

            SECTION 12.13 REINSTATEMENT; CERTAIN PAYMENTS. If any claim is ever
made upon any Agent, any Lender or the L/C Issuer for repayment or recovery of
any amount or amounts received by such Agent, such Lender or the L/C Issuer in
payment or on account of any of the Obligations, such Agent, such Lender or the
L/C Issuer shall give prompt notice of such claim to each other Agent and Lender
and the Administrative Borrower, and if such Agent, such Lender or the L/C
Issuer repays all or part of such amount by reason of (i) any judgment, decree
or order of any court or administrative body having jurisdiction over such
Agent, such Lender or the L/C Issuer or any of their property, or (ii) any good
faith settlement or compromise of any such claim effected by such Agent, such
Lender or the L/C Issuer with any such claimant, then and in such event each
Loan Party agrees that (A) any such judgment, decree, order, settlement or
compromise shall be binding upon it notwithstanding the cancellation of any Note
or other instrument evidencing the Obligations or the other Loan Documents or
the termination of this



                                      -93-
<PAGE>   98

Agreement or the other Loan Documents, and (B) it shall be and remain liable to
such Agent, such Lender or the L/C Issuer hereunder for the amount so repaid or
recovered to the same extent as if such amount had never originally been
received by such Agent, such Lender or the L/C Issuer.

            SECTION 12.14 INDEMNIFICATION. In addition to each Loan Party's
other Obligations under this Agreement, each Loan Party agrees to, jointly and
severally, defend, protect, indemnify and hold harmless each Agent, each Lender
and the L/C Issuer and all of their respective officers, directors, employees,
attorneys, consultants and agents (collectively, the "INDEMNITEES") from and
against any and all losses, damages, liabilities, obligations, penalties, fees,
reasonable costs and expenses (including, without limitation, reasonable
attorneys' fees, costs and expenses) incurred by such Indemnitees, whether prior
to or from and after the Effective Date, whether direct, indirect or
consequential, as a result of or arising from or relating to or in connection
with any of the following: (i) the negotiation, preparation, execution or
performance or enforcement of this Agreement, any other Loan Document or of any
other document executed in connection with the transactions contemplated by this
Agreement, or the other Loan Documents (ii) any Agent's or any Lender's
furnishing of funds to the Borrowers or the L/C Issuer's issuing of Letters of
Credit for the account of the Borrowers under this Agreement, including, without
limitation, the management of any such Loans, the Reimbursement Obligations or
the Letter of Credit Obligations, (iii) any matter relating to the financing
transactions contemplated by this Agreement or the other Loan Documents or by
any document executed in connection with the transactions contemplated by this
Agreement or the other Loan Documents, or (iv) any claim, litigation,
investigation or proceeding relating to any of the foregoing, whether or not any
Indemnitee is a party thereto (collectively, the "INDEMNIFIED MATTERS");
PROVIDED, HOWEVER, that the Loan Parties shall not have any obligation to any
Indemnitee under this Section 12.14 for any Indemnified Matter caused by the
gross negligence or willful misconduct of such Indemnitee, as determined by a
final judgment of a court of competent jurisdiction. Such indemnification for
all of the foregoing losses, damages, fees, costs and expenses of the
Indemnitees are chargeable against the Loan Account. To the extent that the
undertaking to indemnify, pay and hold harmless set forth in this Section 12.14
may be unenforceable because it is violative of any law or public policy, each
Loan Party shall, jointly and severally, contribute the maximum portion which it
is permitted to pay and satisfy under applicable law, to the payment and
satisfaction of all Indemnified Matters incurred by the Indemnitees. This
Indemnity shall survive the repayment of the Obligations and the discharge of
the Liens granted under the Loan Documents.

            SECTION 12.15 THE PARENT AS AGENT FOR BORROWERS. Each Borrower
hereby irrevocably appoints the Parent as the borrowing agent and
attorney-in-fact for the Borrowers (the "ADMINISTRATIVE BORROWER") which
appointment shall remain in full force and effect unless and until the Agents
shall have received prior written notice signed by all of the Borrowers that
such appointment has been revoked and that another Borrower has been appointed
Administrative Borrower. Each Borrower hereby irrevocably appoints and
authorizes the Administrative Borrower (i) to provide to the Agents and receive
from the Agents all notices with respect to Loans obtained for the benefit of
any Borrower and all other notices and instructions under this Agreement and
(ii) to take such action as the Administrative Borrower deems appropriate on its
behalf to obtain Loans and to exercise such other powers as are reasonably
incidental thereto to carry out the purposes of this Agreement. It is understood
that



                                      -94-
<PAGE>   99

the handling of the Loan Account and Collateral of the Borrowers in a combined
fashion, as more fully set forth herein, is done solely as an accommodation to
the Borrowers in order to utilize the collective borrowing powers of the
Borrowers in the most efficient and economical manner and at their request, and
that neither the Agents nor the Lenders shall incur liability to the Borrowers
as a result hereof. Each of the Borrowers expects to derive benefit, directly or
indirectly, from the handling of the Loan Account and the Collateral in a
combined fashion since the successful operation of each Borrower is dependent on
the continued successful performance of the integrated group. To induce the
Agents and the Lenders to do so, and in consideration thereof, each of the
Borrowers hereby jointly and severally agrees to indemnify the Indemnitees and
hold the Indemnitees harmless against any and all liability, expense, loss or
claim of damage or injury, made against such Indemnitee by any of the Borrowers
or by any third party whosoever, arising from or incurred by reason of (a) the
handling of the Loan Account and Collateral of the Borrowers as herein provided,
(b) the Agents and the Lenders relying on any instructions of the Administrative
Borrower, or (c) any other action taken by the Agents or any Lender hereunder or
under the other Loan Documents.

            SECTION 12.16 RECORDS. The unpaid principal of and interest on the
Notes, the interest rate or rates applicable to such unpaid principal and
interest, the duration of such applicability, the Commitments, and the accrued
and unpaid fees payable pursuant to Section 2.06 hereof, including, without
limitation, the Closing Fee, the Unused Line Fee, Loan Servicing Fee, the
Administration Fee and the Letter of Credit fees, shall at all times be
ascertained from the records of the Agents, which shall be conclusive and
binding absent manifest error.

            SECTION 12.17 BINDING EFFECT. This Agreement shall become effective
when it shall have been executed by each Borrower, each Guarantor, each Agent
and each Lender and when the conditions precedent set forth in Section 5.01
hereof have been satisfied or waived in writing by the Agents, and thereafter
shall be binding upon and inure to the benefit of each Borrower, each Guarantor,
each Agent and each Lender, and their respective successors and assigns
(including, except for the right to request Loans, any trustee succeeding to the
rights of any Borrower pursuant to chapter 11 of the Bankruptcy Code or pursuant
to any conversion to a case under chapter 7 of the Bankruptcy Code), except no
Borrower or Guarantor shall have the right to assign its rights hereunder or any
interest herein without the prior written consent of each Lender, and any
assignment by any Lender shall be governed by Section 12.07 hereof.

            SECTION 12.18 INTEREST. It is the intention of the parties hereto
that each Agent and each Lender shall conform strictly to usury laws applicable
to it. Accordingly, if the transactions contemplated hereby or by any other Loan
Document would be usurious as to any Agent or any Lender under laws applicable
to it (including the laws of the United States of America and the State of New
York or any other jurisdiction whose laws may be mandatorily applicable to such
Agent or such Lender notwithstanding the other provisions of this Agreement),
then, in that event, notwithstanding anything to the contrary in this Agreement
or any other Loan Document or any agreement entered into in connection with or
as security for the Obligations, it is agreed as follows: (i) the aggregate of
all consideration which constitutes interest under law applicable to any Agent
or any Lender that is contracted for, taken, reserved, charged or received by
such Agent or such Lender under this Agreement or any other Loan Document or
agreements or otherwise in connection with the Obligations shall under no



                                      -95-
<PAGE>   100

circumstances exceed the maximum amount allowed by such applicable law, any
excess shall be canceled automatically and if theretofore paid shall be credited
by such Agent or such Lender on the principal amount of the Obligations (or, to
the extent that the principal amount of the Obligations shall have been or would
thereby be paid in full, refunded by such Agent or such Lender, as applicable,
to the Borrowers; and (ii) in the event that the maturity of the Obligations is
accelerated by reason of any Event of Default under this Agreement or otherwise,
or in the event of any required or permitted prepayment, then such consideration
that constitutes interest under law applicable to any Agent or any Lender may
never include more than the maximum amount allowed by such applicable law, and
excess interest, if any, provided for in this Agreement or otherwise shall be
canceled automatically by such Agent or such Lender, as applicable, as of the
date of such acceleration or prepayment and, if theretofore paid, shall be
credited by such Agent or such Lender, as applicable, on the principal amount of
the Obligations (or, to the extent that the principal amount of the Obligations
shall have been or would thereby be paid in full, refunded by such Agent or such
Lender to the Borrowers). All sums paid or agreed to be paid to any Agent or any
Lender for the use, forbearance or detention of sums due hereunder shall, to the
extent permitted by law applicable to such Agent or such Lender, be amortized
prorated, allocated and spread throughout the full term of the Loans until
payment in full so that the rate or amount of interest on account of any Loans
hereunder does not exceed the maximum amount allowed by such applicable law. If
at an time and from time to time (i) the amount of interest payable to any Agent
or any Lender on any date shall be computed at the Highest Lawful Rate
applicable to such Agent or such Lender pursuant to this Section 12.18 and (ii)
in respect of any subsequent interest computation period the amount of interest
otherwise payable to such Agent or such Lender would be less than the amount of
interest payable to such Agent or such Lender computed at the Highest Lawful
Rate applicable to such Agent or such Lender, then the amount of interest
payable to such Agent or such Lender in respect of such subsequent interest
computation period shall continue to be computed at the Highest Lawful Rate
applicable to such Agent or such Lender until the total amount of interest
payable to such Agent or such Lender shall equal the total amount of interest
which would have been payable to such Agent or such Lender if the total amount
of interest had been computed without giving effect to this Section 12.18.

            For purposes of this Section 12.18, the term "applicable law" shall
mean that law in effect from time to time and applicable to the loan transaction
between the Borrowers, on the one hand, and the Agents and the Lenders, on the
other, that lawfully permits the charging and collection of the highest
permissible, lawful non-usurious rate of interest on such loan transaction and
this Agreement, including laws of the State of New York and, to the extent
controlling, laws of the United States of America.

            The right to accelerate the maturity of the Obligations does not
include the right to accelerate any interest that has not accrued as of the date
of acceleration.

            SECTION 12.19 CONFIDENTIALITY. Each Agent and each Lender agrees (on
behalf of itself and each of its affiliates, directors, officers, employees and
representatives) to use reasonable precautions to keep confidential, in
accordance with its customary procedures for handling confidential information
of this nature and in accordance with safe and sound practices of comparable
commercial finance companies, any non-public information supplied to it by the
Loan Parties pursuant to this Agreement or the other Loan Documents which is
identified by the



                                      -96-
<PAGE>   101

Loan Parties as being confidential at the time the same is delivered to such
Person (and which at the time is not, and does not thereafter become, publicly
available or available to such Person from another source not known to be
subject to a confidentiality obligation to such Person not to disclose such
information), PROVIDED that nothing herein shall limit the disclosure of any
such information (i) to the extent required by statute, rule, regulation or
judicial process, (ii) to counsel for any Agent or any Lender, (iii) to
examiners, auditors, accountants or Securitization Parties, (iv) in connection
with any litigation to which any Agent or any Lender is a party or (v) to any
assignee or participant (or prospective assignee or participant) so long as such
assignee or participant (or prospective assignee or participant) first agrees,
in writing, to be bound by confidentiality provisions similar in substance to
this Section 12.19. Each Agent and each Lender agrees that, upon receipt of a
request or identification of the requirement for disclosure pursuant to clause
(iv) hereof, it will make reasonable efforts to keep the Loan Parties informed
of such request or identification; PROVIDED that the each Loan Party
acknowledges that each Agent and each Lender may make disclosure as required or
requested by any Governmental Authority or representative thereof and that each
Agent and each Lender may be subject to review by Securitization Parties or
other regulatory agencies and may be required to provide to, or otherwise make
available for review by, the representatives of such parties or agencies any
such non-public information.

            SECTION 12.20 INTEGRATION. This Agreement, together with the other
Loan Documents, reflects the entire understanding of the parties with respect to
the transactions contemplated hereby and shall not be contradicted or qualified
by any other agreement, oral or written, before the date hereof.

            SECTION 12.21 COLLATERAL AGENT AS PARTY-IN-INTEREST. Each Borrower
hereby stipulates and agrees that Collateral Agent is and shall remain a party
in interest in the Chapter 11 Cases and shall have the right to participate,
object and be heard in any motion or proceeding in connection therewith. Nothing
in this Agreement or any other Loan Document shall be deemed to be a waiver of
any of the Collateral Agent's rights or remedies under applicable law or
documentation. Without limitation of the foregoing, the Collateral Agent shall
have the right to make any motion or raise any objection it deems to be in its
interest (specifically including but not limited to objections to use of
proceeds of the Loans, to payment of professional fees and expenses or the
amount thereof, to sales or other transactions outside the ordinary course of
business or to assumption or rejection of any executory contract or lease),
PROVIDED that the Collateral Agent will not exercise such right if the action or
inaction by any Borrower which is the subject of such motion or objection is
expressly permitted by any covenant or provision of this Agreement.



                                      -97-
<PAGE>   102

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

                                    BORROWERS:
                                    ---------

                                    THE LTV CORPORATION


                                    By: _________________________________
                                        Name:
                                        Title:



                                    VP BUILDINGS, INC.


                                    By: _________________________________
                                        Name:
                                        Title:



                                    COPPERWELD CORPORATION


                                    By: _________________________________
                                        Name:
                                        Title:



                                    LTV STEEL COMPANY, INC.


                                    By: _________________________________
                                        Name:
                                        Title:



                                    GEORGIA TUBING CORPORATION


                                    By: _________________________________
                                        Name:
                                        Title:
<PAGE>   103

                                    GUARANTORS:
                                    ----------

                                    COPPERWELD BIMETALLIC PRODUCTS COMPANY
                                    COPPERWELD EQUIPMENT COMPANY
                                    COPPERWELD MARKETING & SALES COMPANY
                                    COPPERWELD TUBING PRODUCTS COMPANY
                                    CRYSTALANE, INC.
                                    DEARBORN LEASING COMPANY
                                    ERIE B CORPORATION
                                    ERIE I CORPORATION
                                    FOX TRAIL, INC.
                                    INVESTMENT BANKERS, INC.
                                    J&L EMPIRE, INC.
                                    JALCITE I, INC.
                                    JALCITE II, INC.
                                    JONES & LAUGHLIN STEEL INCORPORATED
                                    LTV BLANKING CORPORATION
                                    LTV ELECTRO-GALVANIZING, INC.
                                    LTV INTERNATIONAL, INC.
                                    LTV PICKLE, INC.
                                    LTV PROPERTIES, INC.
                                    LTV STEEL MINING COMPANY
                                    LTV STEEL DE MEXICO, LTD.
                                    LTV-COLUMBUS PROCESSING, INC.
                                    LTV-EGL HOLDING COMPANY
                                    LTV-ESCROW, INC.
                                    LTV-TRICO HOLDING, INC.
                                    LTV-TRICO, INC.
                                    LTV-WALBRIDGE, INC.
                                    LTVGT, INC.
                                    METALLON MATERIALS ACQUISITION CORPORATION
                                    MIAMI ACQUISITION CORPORATION
                                    NEMACOLIN MINES CORPORATION
                                    REOMAR, INC.
                                    REPUBLIC TECHNOLOGY CORPORATION
                                    SOUTHERN CROSS INVESTMENT COMPANY
                                    TAC ACQUISITION CORPORATION
                                    THE LTV CORPORATION (A WYOMING CORPORATION)
                                    TRICO STEEL COMPANY, INC.
                                    UNITED PANEL, INC.
                                    VARCO PRUDEN INTERNATIONAL, INC.
                                    VP-GRAHAM, INC.
                                    WELDED TUBE CO. OF AMERICA
                                    WELDED TUBE HOLDINGS, INC.
                                    YOUNGSTOWN ERIE CORPORATION
                                    YST ERIE CORPORATION



                                    By: _________________________________
                                        Name:
                                        Title:
<PAGE>   104

                                    AGENTS AND LENDERS:

                                    COLLATERAL AGENT AND LENDER:
                                    ---------------------------

                                    ABLECO FINANCE LLC


                                    By: _________________________________
                                        Name:
                                        Title:



                                    ADMINISTRATIVE AGENT AND LENDER:
                                    -------------------------------

                                    THE CIT GROUP/BUSINESS CREDIT, INC.


                                    By: _________________________________
                                        Name:
                                        Title:



                                    SYNDICATION AGENT AND LENDER:
                                    ----------------------------

                                    ABBEY NATIONAL TREASURY SERVICES plc


                                    By: _________________________________
                                        Name:
                                        Title:



                                    LENDERS:
                                    -------

                                    BANK OF AMERICA, N.A.


                                    By: _________________________________
                                        Name:
                                        Title:



                                    THE CHASE MANHATTAN BANK


                                    By: _________________________________
                                        Name:
                                        Title:



                                    CREDIT AGRICOLE INDOSUEZ


                                    By: _________________________________
                                        Name:
                                        Title:



                                    DK ACQUISITION PARTNERS, L.P.


                                    By: _________________________________
                                        Name:
                                        Title:
<PAGE>   105

                                SCHEDULE 1.01(A)
                                ----------------

                                   GUARANTORS
                                   ----------

Copperweld Bimetallic Products Company
Copperweld Equipment Company
Copperweld Marketing & Sales Company
Copperweld Tubing Products Company
Crystalane, Inc.
Dearborn Leasing Company
Erie B Corporation
Erie I Corporation
Fox Trail, Inc.
Investment Bankers, Inc.
J&L Empire, Inc.
Jalcite I, Inc.
Jalcite II, Inc.
Jones & Laughlin Steel Incorporated
LTV Blanking Corporation
LTV Electro-Galvanizing, Inc.
LTV International, Inc.
LTV Pickle, Inc.
LTV Properties, Inc.
LTV Steel Mining Company
LTV Steel de Mexico, Ltd.
LTV-Columbus Processing, Inc.
LTV-EGL Holding Company
LTV-Escrow, Inc.
LTV-Trico Holding, Inc.
LTV-Trico, Inc.
LTV-Walbridge, Inc.
LTVGT, Inc.
Metallon Materials Acquisition Corporation
Miami Acquisition Corporation
Nemacolin Mines Corporation
Reomar, Inc.
Republic Technology Corporation
Southern Cross Investment Company
TAC Acquisition Corporation
The LTV Corporation (A Wyoming Corporation)
Trico Steel Company, Inc.
United Panel, Inc.
Varco Pruden International, Inc.
VP-Graham, Inc.
Welded Tube Co. of America
Welded Tube Holdings, Inc.
Youngstown Erie Corporation
YST Erie Corporation
<PAGE>   106

                                SCHEDULE 1.01(B)

                        LENDERS AND LENDERS' COMMITMENTS
                        --------------------------------


<TABLE>
<CAPTION>
                                              Revolving Credit          Term Loan              Total
Lenders                                         Commitment              Commitment           Commitment
-------                                       ----------------          ----------           ----------
<S>                                           <C>                       <C>                  <C>
Ableco Finance LLC                               $1,600,000             $35,000,000         $36,600,000

The CIT Group/Business Credit, Inc.             $25,000,000                      $0         $25,000,000

Abbey National Treasury Services plc            $20,000,000                      $0         $20,000,000

Bank of America, N.A.                            $4,300,000                      $0          $4,300,000

The Chase Manhattan Bank                         $4,800,000                      $0          $4,800,000

Credit Agricole Indosuez                         $5,000,000                      $0          $5,000,000

DK Acquisition Partners, L.P.                    $4,300,000                      $0          $4,300,000
                                                -----------             -----------        ------------
                  TOTAL:                        $65,000,000             $35,000,000        $100,000,000
                                                ===========             ===========        ============
</TABLE>
<PAGE>   107

                                SCHEDULE 3.01(a)

                                 EXCLUDED ASSETS
                                 ---------------

1. That portion of a segregated or trust account established by the Parent to
   fund a retention and severance program to be proposed by the Parent (as to
   which the Lenders reserve all of their rights) that does not exceed the
   lesser of the amount authorized by the Bankruptcy Court and $8,000,000, to
   the extent that such retention and severance program is approved by an order
   or orders of the Bankruptcy Court.

2. The assets included in the Parent's Nonqualified Plans Master Trust and
   Copperweld's separate trusts for its Supplemental Pension Plan and for its
   employment agreement with John D. Turner, in each case, to the extent
   approved by an order or orders of the Bankruptcy Court.