<PAGE>

                                                                   EXHIBIT 10.46

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

                                LOAN AGREEMENT


                         dated as of November 15, 1996


                                     among


                           PARIBAS PROPERTIES, INC.
                                  as Lessor,


                        VARIOUS FINANCIAL INSTITUTIONS
                               IDENTIFIED HEREIN
                             as Financing Lenders,


                        VARIOUS FINANCIAL INSTITUTIONS
                               IDENTIFIED HEREIN
                               as Equity Lenders


                                      and


                                BANQUE PARIBAS
                           as Agent for the Lenders

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

<PAGE>
 
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
 
                                                                                Page
<S>                                                                             <C>
 
ARTICLE I - DEFINITIONS; INTERPRETATION.......................................   2
 
ARTICLE II - AMOUNT AND TERMS OF LENDERS' COMMITMENTS.........................   2
     SECTION 2.1.  Commitments................................................   2
     SECTION 2.2.  Notes......................................................   2
     SECTION 2.3.  Prepayments................................................   2
     SECTION 2.4.  Interest Rates, Optional Prepayments and Conversions,
                   and Payment Date...........................................   3
     SECTION 2.5.  Computation of Interest....................................   4
     SECTION 2.6.  Additional Interest on Eurodollar Loans....................   4
     SECTION 2.7.  Pro Rata Treatment and Payments............................   5
     SECTION 2.8.  Security...................................................   5
 
ARTICLE III -CONDITIONS PRECEDENT.............................................   6
     SECTION 3.1.  Conditions to Effectiveness................................   6
     SECTION 3.2.  Conditions to Each Loan....................................   6
 
ARTICLE IV - DISTRIBUTIONS....................................................   6
     SECTION 4.1.  Basic Rent.................................................   6
     SECTION 4.2.  Purchase Payments by the Lessee............................   6
     SECTION 4.3.  Payment of Loan Balance by Lessee Upon Remarketing of
                   Equipment..................................................   7
     SECTION 4.4.  Remaining Sales Proceeds of Remarketing of Equipment.......   7
     SECTION 4.5.  Supplemental Rent..........................................   7
     SECTION 4.6.  Excepted Payments..........................................   7
     SECTION 4.7.  Distribution of Payments after Loan Event of Default.......   8
     SECTION 4.8.  Other Payments.............................................   9
     SECTION 4.9.  Casualty and Condemnation Prior to Lease Event of Default..  10
 
ARTICLE V - FORBEARANCE OF LENDERS, ETC.......................................  10
     SECTION 5.1.  Forbearance................................................  10
     SECTION 5.2.  Subordination with Respect to Certain Amounts After
                   Lease Event of Default.....................................  11
 
ARTICLE VI - LOAN AGREEMENT EVENTS OF DEFAULT.................................  11
     SECTION 6.1.  Loan Agreement Events of Default...........................  11
     SECTION 6.2.  Remedies...................................................  12
 
ARTICLE VII - CERTAIN REMEDIAL MATTERS; RELEASE...............................  14

</TABLE> 
<PAGE>


<TABLE> 

<S>                                                                             <C>  
     SECTION 7.1.  Certain Remedial Matters...................................  14
     SECTION 7.2.  Release of Equipment, etc..................................  14
 
ARTICLE VIII - THE LESSOR.....................................................  15
     SECTION 8.1.  Notice of Default; Action After Default....................  15
     SECTION 8.2.  Action Upon Instructions...................................  15
     SECTION 8.3.  Certain Duties and Responsibilities of Lessor..............  16
     SECTION 8.4.  Furnishing of Documents....................................  17
     SECTION 8.5.  Moneys Received by the Lessor..............................  17
     SECTION 8.6.  NO REPRESENTATIONS OR WARRANTIES AS TO
                   EQUIPMENT OR DOCUMENTS.....................................  17
 
ARTICLE IX - INDEMNIFICATION OF LESSOR; COMPENSATION..........................  17
     SECTION 9.1.  Lenders to Indemnify Lessor................................  17
     SECTION 9.2.  Compensation...............................................  18
 
ARTICLE X - THE AGENT.........................................................  18
     SECTION 10.1.  Appointment...............................................  18
     SECTION 10.2.  Delegation of Duties......................................  19
     SECTION 10.3.  Exculpatory Provisions....................................  19
     SECTION 10.4.  Reliance by Agent.........................................  19
     SECTION 10.5.  Notice of Default.........................................  19
     SECTION 10.6.  Non-Reliance on Agent and Other Lenders...................  20
     SECTION 10.7.  Indemnification...........................................  20
     SECTION 10.8.  Agent in Its Individual Capacity..........................  21
     SECTION 10.9.  Successor Agent...........................................  21
 
ARTICLE XI - COLLECTIONS, LIMITED RECOURSE, ETC...............................  22
     SECTION 11.1.  Collections and Remittances by Lessor.....................  22
     SECTION 11.2.  Payments from Equipment Only..............................  22
 
ARTICLE XII - MISCELLANEOUS...................................................  22
     SECTION 12.1.  Amendments and Waivers....................................  22
     SECTION 12.2.  Headings..................................................  22
     SECTION 12.3.  Notices...................................................  22
     SECTION 12.4.  No Waiver; Cumulative Remedies............................  22
     SECTION 12.5.  Survival of Representations and Warranties................  23
     SECTION 12.6.  Successors and Assigns; Assignment by Lessor..............  23
     SECTION 12.7.  Adjustments...............................................  23
     SECTION 12.8.  Counterparts..............................................  23
     SECTION 12.9.  Severability..............................................  23
     SECTION 12.10.  Intention................................................  24
     SECTION 12.11.  WAIVER OF TRIAL BY JURY..................................  24
</TABLE> 
                                      ii
<PAGE>

<TABLE> 
     <S>                                                                        <C>  
     SECTION 12.12.  GOVERNING LAW............................................  24
     SECTION 12.13.  Nonrecourse..............................................  24
     SECTION 12.14.  Tax Reports..............................................  25
     SECTION 12.15.  SUBMISSION TO JURISDICTION...............................  25
     SECTION 12.16.  FINAL AGREEMENT..........................................  25
     SECTION 12.17.  Intercreditor Agreements.................................  25
     SECTION 12.18.  Payments.................................................  26
 
</TABLE>

Exhibits:
-------- 
Exhibit A - Financing Note
Exhibit B - Equity Note
Exhibit C - Guaranty

                                      iii
<PAGE>

                                                                  Loan Agreement
 
                                LOAN AGREEMENT


     THIS LOAN AGREEMENT dated as of November 15, 1996 (this "Loan Agreement"),
                                                              --------------   
among PARIBAS PROPERTIES, INC., a Delaware corporation (the "Lessor"); BANQUE
                                                             ------          
PARIBAS and the various financial institutions that are or may from time to time
become parties hereto as Financing Lenders hereunder (collectively, the
"Financing Lenders"); the financial institution or institutions that are or may
------------------                                                             
from time to time become parties hereto as Equity Lenders (collectively, the
"Equity Lenders"); and BANQUE PARIBAS as Agent (the "Agent") for the Financing
---------------                                      -----                    
Lenders and the Equity Lenders (sometimes collectively called the "Lenders").
                                                                   -------   

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

                                   Recitals
                                   --------

     A.  Pursuant to that certain Participation Agreement dated as of the date
hereof (the "Participation Agreement"), entered into by and among Mail-Well I
             -----------------------                                         
Corporation, a Delaware corporation (the "Lessee" or a "Guarantor"), certain
                                          ------        ---------           
subsidiaries of the Lessee (the "Subsidiary Guarantors"), the Lessor, the
                                 ---------------------                   
Financing Lenders, the Equity Lenders, and the Agent, the Lenders have agreed to
make loans (the "Loans") available to the Lessor to enable the Lessor to
                 -----                                                  
purchase the Equipment described therein from the Lessee and certain of the
Subsidiary Guarantors.

     B.  The Participation Agreement provides, among other things, that (a) the
Lessee, Mail-Well, Inc., a Delaware corporation ("Holdings"), and the Subsidiary
                                                  --------                      
Guarantors (collectively, the "Guarantors") have agreed to guaranty the payment
                               ----------                                      
of the Financing Loans and other Obligations to the Financing Lenders therein
described and (b) the Guarantors and the Lessee have made certain
representations, warranties and covenants for the benefit of the Lenders.

     C.  The Lessor desires to hereby obtain the Loans from the Lenders in a
maximum aggregate principal amount not to exceed Thirty Million and No/100
Dollars ($30,000,000.00), of which the sum of $24,500,000.00 will be loaned to
the Lessor by the Financing Lenders and the sum of $5,500,000.00 will be loaned
to the Lessor by the Equity Lenders, upon and subject to the terms and
conditions herein set forth.

     D.  Each Lender is willing, on the terms and subject to the conditions
hereinafter set forth (including Article III), to make a Loan or Loans to the
                                 -----------                                 
Lessor in an aggregate amount not to exceed its Commitment as set forth on
Schedule I to the Participation Agreement, as such Schedule may be amended from
time to time.


<PAGE>

                                                                  Loan Agreement
                                   Agreement
                                   ---------

          NOW, THEREFORE, the parties hereto agree as follows:

                                   ARTICLE I

                          DEFINITIONS; INTERPRETATION

          Capitalized terms used but not otherwise defined in this Loan
Agreement have the respective meanings specified in Appendix A to this Loan
                                                    ----------             
Agreement; and the rules of interpretation set forth in Appendix A to this Loan
                                                        ----------             
Agreement shall apply to this Loan Agreement.

                                  ARTICLE II

                   AMOUNT AND TERMS OF LENDERS' COMMITMENTS

          SECTION 2.1.  Commitments.  Subject to the terms and conditions hereof
                        -----------                                             
and of the Participation Agreement, each Lender severally agrees to make a Loan
to the Lessor at the request of the Lessee on the Effective Date in accordance
with the procedures set forth in Article III of the Participation Agreement for
the purpose of enabling the Lessor to acquire the Equipment and to pay the
Purchase Price payable by the Lessor to the Lessee and/or its Subsidiaries for
the Equipment, in an aggregate principal amount not to exceed the amount of such
Lender's Commitment.  No amounts paid or prepaid with respect to any Loans may
be reborrowed.

          SECTION 2.2.  Notes.
                        ----- 

          (a) The Loan made by each Lender shall be evidenced by a promissory
note of the Lessor, substantially in the form of Exhibit A with respect to each
                                                 ---------                     
Financing Loan (a "Financing Note"), and substantially in the form of Exhibit B
                   --------------                                     ---------
with respect to each Equity Loan (a "Equity Note") (each Financing Note and each
                                     -----------                                
Equity Note being sometimes referred to as a "Note"), with appropriate
                                              ----                    
insertions as to payee, date and principal amount, payable to the order of such
Lender and in a principal amount equal to the Commitment of such Lender.  Each
Note shall (i) be dated the Effective Date (as defined in Section 3.1 hereof),
                                                          -----------         
(ii) be stated to mature on the Maturity Date and (iii) provide for the payment
of interest in accordance with this Loan Agreement.

          (b) Any Lender that is not a U.S. Person and that could become
completely exempt from withholding of U.S. Taxes in respect of payment of any
Obligations due to such Lender hereunder relating to any of its Loans if such
Loans were in registered form for U.S. Federal income tax purposes may request
the Lessor (through the Agent), and the Lessor agrees thereupon, to exchange
such Lender's Note evidencing its Loans for a promissory note registered 

                                       2
<PAGE>

                                                                  Loan Agreement

as provided in Section 13.8(h) of the Participation Agreement (a "Registered
                                                                  ----------
Note").  Registered Notes may not be exchanged for Notes that are not in
----
registered form.


          SECTION 2.3.  Prepayments.
                        ----------- 

          (a) Voluntary.  The Lessor may at any time and from time to time
              ---------                                                   
prepay the Loans, in whole or in part, without premium or penalty (subject to
Section 11.5 of the Participation Agreement), upon at least three (3) Business
Days' written notice to the Agent, specifying the date and amount of prepayment.
Upon receipt of any such notice the Agent shall promptly notify each Lender.  If
any such notice is given, the amount specified in such notice shall be due and
payable on the date specified therein, together with any amounts payable
pursuant to Article XI (including without limitation Section 11.5) of the
Participation Agreement.  All voluntary prepayments of the Loans shall be
distributed by the Agent pro rata to prepay the Loans  in the following order of
priority:  first, to pay the accrued but unpaid interest (including Equity
           -----                                                          
Yield) to the date of such prepayment; and second, to pay the unpaid principal
                                           ------                             
amount on any Loan.  Neither the Lessor, the Lessee nor any other party shall be
entitled to the release of any of the Liens created by the Security Documents,
or of any collateral pledged thereunder, as the result of any voluntary partial
prepayment of the Loans.

          (b) Mandatory.  Notwithstanding the foregoing, all amounts payable by
              ---------                                                        
the Lessee pursuant to Article XV, XVI, XVIII or XX of the Master Lease shall be
used to prepay the Loans and shall be applied to the Financing Loans and Equity
Loans in the manner set forth in Article IV hereof.
                                 ----------        

          SECTION 2.4.  Interest Rates, Optional Prepayments and Conversions, 
                        -----------------------------------------------------
and Payment Dates.
-----------------

          (a) Each Loan shall bear interest for each day at a rate per annum 
     as follows:

              (i)  during the periods such Loan is a Prime Rate Loan, the Prime
     Rate determined for such day plus the Applicable Margin,
                                  ----                       

              (ii) during the periods such Loan is a Eurodollar Loan, the
     Eurodollar Rate determined for such day plus the Applicable Margin.
                                             ----                       

          (b) Lessor's right to convert Loans from one Type to another is
subject to the conditions and provisions of Section 11.2 of the Participation
                                            ------------
Agreement.

          (c) The Lessor shall have the right from time to time to prepay the
Loans, to convert all or part of a Loan of one Type into a Loan of another Type
or to continue Eurodollar Loans; provided that (i) the Lessor shall give the
Agent notice of any such prepayment, conversion or

                                       3
<PAGE>

                                                                  Loan Agreement

continuation with regard to Prime Rate Loans at least one (1) Business Day and
with respect to Eurodollar Loans at least three (3) Business Days prior to the
date of the relevant prepayment, conversion or continuation, and each such
notice shall be irrevocable and shall be effective only if received by the Agent
not later than 11:00 a.m., Houston, Texas time, on the Business Day prior to the
relevant date, (ii) Eurodollar Loans may only be converted on the last day of an
Interest Period, (iii) except for conversions of Eurodollar Loans into Prime
Rate Loans, no conversions or continuations shall be made while a Default has
occurred and is continuing, and (iv) optional prepayments of the Loans shall be
applied to the then remaining installments of principal of the Loans, pro rata.

     (d) If all or a portion of (i) the principal amount of any Loan, (ii) any
interest payable thereon or (iii) any other amount payable hereunder shall not
be paid when due (whether at the stated maturity, by acceleration or otherwise),
such past due amount shall bear interest at a rate per annum which is equal to
the Default Rate until all such amounts, plus interest at the Default Rate, are
paid in full.

     (e) Interest shall be payable in arrears on each Scheduled Payment Date,
                                                                             
provided that (i) interest accruing pursuant to paragraph (d) of this Section
--------                                        -------------         -------
2.4 shall be payable from time to time on demand and (ii) each prepayment of the
---                                                                             
Loans shall be accompanied by accrued interest to the date of such prepayment on
the amount prepaid.

     (f) Reference is hereby made to Article XI of the Participation Agreement
for the consequences of events and the limitation on the rights of Lessor
hereunder relating to, inter alia, determination of the Eurodollar Rate, the
                       ----- ----                                           
Prime Rate, increased costs, funding losses and increased capital costs.

     SECTION 2.5.  Computation of Interest.
                   ----------------------- 

     (a) Interest on the Loans by reference to the Eurodollar Rate shall be
calculated on the basis of a 360-day year for the actual days elapsed.  Interest
on the Loans by reference to the Prime Rate shall be calculated on the basis of
a 365- (or 366-, as the case may be) day year for the actual days elapsed at all
times interest is so calculated.  The Agent shall as soon as practicable notify
the Lessor, Lessee and the Lenders of each determination of a Eurodollar Rate.
Any change in the interest rate on a Loan resulting from a change in the Reserve
Requirement or the Prime Rate shall become effective as of the opening of
business on the day on which such change becomes effective.  The Agent shall as
soon as practicable notify the Lessor, Lessee and the Lenders of the effective
date and the amount of each such change in interest rate.

     (b) Each determination of an interest rate by the Agent pursuant to any
provision of this Loan Agreement shall be conclusive and binding on the Lessor
and each Lender in the absence of manifest error.  The Agent shall, at the
request of the Lessor or the Lessee, deliver 

                                       4
<PAGE>

                                                                  Loan Agreement

to the Lessor or the Lessee a statement showing the quotations used by the Agent
in determining any interest rate pursuant to Section 2.5(a).
                                             -------------- 

     SECTION 2.6.  Additional Interest on Eurodollar Loans.  The Lessor shall
                   ---------------------------------------                   
pay, directly to each Lender from time to time, additional interest on the
unpaid principal amount of each Eurodollar Loan held by such Lender, from the
date of the making of such Eurodollar Loan until such principal
amount is paid in full, at an interest rate per annum determined by such Lender
in good faith equal to the positive remainder (if any) of (a) the Adjusted
Eurodollar Rate applicable to such Eurodollar Loan minus (b) the Eurodollar Rate
                                                   -----                        
applicable to such Eurodollar Loan.  Each payment of additional interest
pursuant to this Section 2.6 shall be payable by the Lessor on each date upon
                 -----------                                                 
which interest is payable on such Eurodollar Loan pursuant to Section 2.4(e);
                                                              -------------- 
provided, however, that the Lessor shall not be obligated to make any such
--------  -------                                                         
payment of additional interest until the first Business Day after the date when
the Lessor has been informed (i) that such Lender is subject to a Reserve
Requirement and (ii) of the amount of such Reserve Requirement (after which time
the Lessor shall be obligated to make all such payments of additional interest,
including, without limitation, such payments of additional interest that
otherwise would have been payable by the Lessor on or prior to such time had the
Lessor been earlier informed).

     SECTION 2.7.  Pro Rata Treatment and Payments.  Each borrowing by the
                   -------------------------------                        
Lessor from the Lenders hereunder shall be made pro rata among the Lenders
                                                --- ----                  
according to the respective Commitment Percentage of each such Lender.  Except
as otherwise provided in Article IV hereof, each payment (including each
                         ----------                                     
prepayment) by the Lessor on account of principal of and interest on the Loans
shall be made pro rata among the Lenders according to the respective outstanding
              --- ----                                                          
principal amounts of the Loans then held by each such Lender.  Subject to
                                                                         
Article V, all payments (including prepayments) to be made by the Lessor
---------                                                               
hereunder and under the Notes, whether on account of principal, interest or
otherwise, shall be made without setoff or counterclaim and shall be made by the
Lessor to the applicable Lender prior to 11:00 a.m., Houston, Texas time, to
such Lender's Applicable Lending Office specified in Schedule IV to the
Participation Agreement (or to such other office as may be designated by such
Lender from time to time in a written notice to the Lessor) in funds consisting
of lawful currency of the United States of America which shall be immediately
available on the scheduled date when such payment is due, unless such scheduled
date shall not be a Business Day, in which case such payment shall be made on
the next succeeding Business Day.  Payments received after 11:00 a.m., Houston,
Texas time, on the date due shall for the purpose of Section 6.1 be deemed
                                                     -----------          
received on such day; provided, however, that for the purposes of Section
                      --------  -------                           -------
2.4(d), such payments shall be deemed received on the next succeeding Business
------
Day and, unless the Lenders are otherwise able to invest or employ such funds on
the date received, subject to interest at the then applicable interest rate as
provided in Section 2.4(d).
            -------------- 

     SECTION 2.8.  Security.  Each of the Lessee and the Lessor shall grant to
                   --------                                                   
the Agent for the benefit of the Equity Lenders, as security for the payment and
performance of all Equity Loans and all other indebtedness, liabilities and
obligations of the Lessor and/or the Lessee to the 

                                       5
<PAGE>

                                                                  Loan Agreement

Equity Lenders under the Operative Documents (the "Equity Obligations"), a
                                                   ------------------
valid, enforceable, perfected first priority security interest in and to the
Equipment, together with all accessories, replacements and substitutions
therefor (including without limitation all Modifications and Substituted
Equipment), all general intangibles relating thereto, and all revenues and
proceeds derived therefrom (including, without limitation, any insurance and
condemnation proceeds), in accordance with the terms of the Lessor First
Security Agreement. The Lessor and the Lessee shall grant to Agent for the
benefit of the Financing Lenders, as security for the payment and performance of
all Financing Loans and all other indebtedness, liabilities and obligations of
the Lessor and/or the Lessee to the Financing Lenders under the Operative
Documents (the "Financing Obligations"), a valid, enforceable, perfected 
                ---------------------
second priority security interest in and to the Equipment, together with all
accessories, replacements and substitutions therefor (including without
limitation all Modifications and Substituted Equipment), all general intangibles
relating thereto, and all revenues and proceeds derived therefrom (including,
without limitation, any insurance and condemnation proceeds), subject only to
the first priority security interest granted by the Lessor to the Agent for the
benefit of the Equity Lenders, in accordance with the terms of the Lessor Second
Security Agreement. The Financing Obligations shall additionally be
unconditionally guaranteed by a secured Guaranty executed by the Guarantors for
the benefit of the Agent and the Financing Lenders in the form attached hereto
as Exhibit C.  The Obligations of the Guarantors under the Guaranty shall be 
   ---------  
secured, on a pari passu basis, with all collateral securing the Credit 
              ---- -----
Facility Loans pursuant to the Credit Documents. The Lessor and the Lessee shall
further execute and deliver to the Agent, as Agent for the Lenders, an
Assignment of Lease and Rents covering all of the right, title and interest of
the Lessor under the Master Lease.

                                  ARTICLE III

                             CONDITIONS PRECEDENT

     SECTION 3.1.  Conditions to Effectiveness.  This Loan Agreement shall be
                   ---------------------------                               
effective on the Effective Date.

     SECTION 3.2.  Conditions to Each Loan.  The agreement of each Lender to
                   -----------------------                                  
make its Loan  on the Effective Date is subject to the concurrent disbursement
by each other Lender of its Loan on the Effective Date and to the satisfaction
of the applicable conditions precedent thereto set forth in Article VI of the
Participation Agreement.

                                  ARTICLE IV

                                 DISTRIBUTIONS

     SECTION 4.1.  Basic Rent.  Each payment of Basic Rent (and any payment of
                   ----------                                                 
interest on past due installments of Basic Rent) received by the Agent on behalf
of the Lessor under the 

                                       6
<PAGE>

                                                                  Loan Agreement

Master Lease shall be distributed by the Agent to the Financing Lenders and the
Equity Lenders pro rata for application to the Financing Lender Basic Rent and
the Equity Lender Basic Rent then due.

     SECTION 4.2.  Purchase Payments by the Lessee.  Any payment received by the
                   -------------------------------                              
Agent as a result of:

              (i)   the purchase of all of the Equipment in connection with the
     Lessee's exercise of its Purchase Option under Section 18.1 of the Master
     Lease, or

              (ii)  the Lessee's compliance with its obligation to purchase (or
     cause its designee to purchase) all of the Equipment in accordance with
     Section 18.2 or 18.3 of the Master Lease, or

              (iii) the Lessee's compliance with its obligation to purchase all
     unsold Equipment in accordance with Section 16.2(e) of the Master Lease, or

              (iv)  the Lessee's failure to fulfill one or more of the
     conditions required in order for Lessee to exercise the Remarketing Option
     with respect to any Equipment as set forth in Section 20.1 of the Master
     Lease, and the Lessor's receipt of the Lease Balance from the Lessee
     pursuant to the next-to-last paragraph of Section 20.1 of the Master Lease,

shall be distributed by the Agent to pay each of the Lenders in full the
Participant Balance of each Financing Lender and each Equity Lender.

     SECTION 4.3.  Payment of Loan Balance by Lessee Upon Remarketing of
                   -----------------------------------------------------
Equipment.  The payment by the Lessee of the Loan Balance to the Agent in
---------                                                                
accordance with Section 20.1(j) of the Master Lease upon the Lessee's exercise
of the Remarketing Option shall be distributed by the Agent in the following
amounts and order of priority:

              first, so much of such payments or amounts as shall constitute
              -----                                                         
     Supplemental Rent, to the Persons entitled thereto in accordance with
     Section 4.5; and
     -----------     

              second, to the Financing Lenders for application to pay in full
              ------          
     the Participant Balance of each Financing Lender.

     SECTION 4.4.  Remaining Sales Proceeds of Remarketing of Equipment.  Any
                   ----------------------------------------------------      
remaining payments received by the Agent on behalf of the Lessor under the
Master Lease as proceeds from the sale of the Equipment sold pursuant to the
Lessee's exercise of the Remarketing Option pursuant to Article XX of the Master
Lease (after the payment of amounts set forth in Section 4.3 above), together
                                                 -----------                 
with any payment made by the Lessee as a result of an appraisal pursuant to

                                       7
<PAGE>

                                                                  Loan Agreement

Section 12.2(b) of the Participation Agreement, shall be distributed by the
Agent from the funds so received in the following order of priority:

          first, to the Equity Lenders for application to pay in full the
          -----                                                          
     Participant Balance of each Equity Lender, and in the case where the amount
     so distributed shall be insufficient to pay in full as aforesaid, then pro
                                                                            ---
     rata among the Equity Lenders without priority of one Equity Lender over
     ----                                                                    
     the other in the proportion that the Participant Balance of each such
     Equity Lender bears to the aggregate Participant Balances of all Equity
     Lenders, and

          second, the balance, if any, shall be promptly distributed to, or as
          ------                                                              
     directed by, the Lessee (provided that the Lessee has paid the Loan Balance
                              --------                                          
     to the Lessor in accordance with Section 20.1(j) of the Master Lease).

     SECTION 4.5.  Supplemental Rent.  All payments of Supplemental Rent
                   -----------------                                    
received by the Agent (excluding any amounts payable pursuant to the preceding
provisions of this Article IV) shall be distributed promptly by the Agent upon
                   ----------                                                 
receipt thereof to the Persons entitled thereto pursuant to the Operative
Documents.

     SECTION 4.6.  Excepted Payments.  Notwithstanding any other provision of
                   -----------------                                         
this Loan Agreement, any Excepted Payment received at any time by the Agent
shall be distributed promptly to the Person entitled to receive such Excepted
Payment pursuant to the Operative Documents.

     SECTION 4.7.  Distribution of Payments after Loan Event of Default.
                   ---------------------------------------------------- 

     (a) All amounts received by the Agent on behalf of the Lessor under the
Master Lease after the occurrence of a Loan Event of Default in connection with
any sale of all or any part of the Equipment shall be distributed by the Agent
in the following order of priority:

          first, so much of such payment or amount as shall be required to
          -----                                                           
     reimburse the Lessor for any tax, expense or other loss incurred by the
     Lessor (to the extent not previously reimbursed and to the extent incurred
     in connection with any duties as the Lessor) and any unpaid ongoing fees of
     the Lessor shall be distributed to the Lessor for its own account;

          second, so much of such payments or amounts as shall be required to
          ------                                                             
     pay the then existing or prior Equity Lenders the amounts payable to them
     pursuant to any expense reimbursement or indemnification provisions of the
     Operative Documents shall be distributed to each such Equity Lender without
     priority of one over the other in accordance with the amount of such
     payment or payments payable to each such Person;

                                       8
<PAGE>

                                                                  Loan Agreement

          third, to the Equity Lenders for application to pay in full the
          -----                                                          
     Participant Balance of each Equity Lender and, in the case where the
     amounts so distributed shall be insufficient to pay in full as aforesaid,
     then pro rata among the Equity Lenders without priority of one Equity
     Lender over the other in the proportion that the Participant Balance of
     each such Equity Lender bears to the aggregate Participant Balances of all
     Equity Lenders;

          fourth, so much of such payments or amounts as shall be required to
          ------                                                             
     pay the then existing or prior Financing Lenders the amounts payable to
     them pursuant to any expense reimbursement or indemnification provisions of
     the Operative Documents shall be distributed to each such Financing Lender
     without priority of one over the other in accordance with the amount of
     such payment or payments payable to each such Person;

          fifth, to the Financing Lenders for application to pay in full the
          -----                                                             
     Participant Balance of each Financing Lender and, in the case where the
     amounts so distributed shall be insufficient to pay in full as aforesaid,
     then pro rata among the Financing Lenders without priority of one Financing
     Lender over the other in the proportion that the Participant Balance of
     each such Financing Lender bears to the aggregate Participant Balances of
     all Financing Lenders; and

          sixth, the balance, if any, of such payment or amounts remaining
          -----                                                           
     thereafter shall be promptly distributed to, or as directed by, the Lessee.

     (b)  All amounts received by the Agent on behalf of the Lessor under the
Master Lease in connection with any Casualty or Condemnation after the
occurrence of  a Loan Event of Default, shall be distributed by the Agent as
follows:

          (i)  in the event that the Agent, at the direction of the Required
     Equity Lenders, elects to pay all or a portion of such amounts to the
     Lessee for the repair of damage caused by such Casualty or Condemnation in
     accordance with Section 14.1(a) of the Master Lease, then such amounts
     shall be distributed to the Lessee, and

          (ii) in the event that the Agent, at the direction of Required Equity
     Lenders, elects to apply all or a portion of such amounts to the purchase
     price of the related Equipment in accordance with the last sentence of
     Section 14.1(a) and Article XV of the Master Lease, then such amounts shall
     be distributed in accordance with paragraph (a) above.

     (c)  All amounts received (other than payments or amounts described in
paragraph (a) or (b) above or Excepted Payments) by the Agent on behalf of the
-------------    ---                                                          
Lessor under the Master Lease 

                                       9
<PAGE>

                                                                  Loan Agreement
 
after the occurrence of a Loan Event of Default shall be distributed by the
Agent in the following order of priority:

          first, so much of such payment or amount as shall be required to
          -----                                                           
     reimburse the Lessor for any tax, expense or other loss incurred by the
     Lessor (to the extent not previously reimbursed and to the extent incurred
     in connection with any duties as the Lessor) and any unpaid ongoing fees of
     the Lessor shall be distributed to the Lessor for its own account;

          second, so much of such payments or amounts as shall be required to
          ------                                                             
     pay the then existing or prior Financing Lenders and the Equity Lenders the
     amounts payable to them pursuant to any expense reimbursement or
     indemnification provisions of the Operative Documents shall be distributed
     to each such Lender without priority of one over the other in accordance
     with the amount of such payment or payments payable to each such Person;

          third, to the Financing Lenders and the Equity Lenders pro rata in
          -----                                                             
     accordance, with, and for application to, the Participant Balance of each
     Financing Lender and each Equity Lender; and

          fourth, after payment in full of the Participant Balance of each
          ------                                                          
     Financing Lender and each Equity Lender and all other amounts due and owing
     to any Financing Lender or any Equity Lender, the balance, if any, of such
     payment or amounts remaining thereafter shall be promptly distributed to,
     or as directed by, the Lessee.

     (d)  During the occurrence and continuance of a Loan Event of Default, all
amounts (other than Excepted Payments) received or realized by the Lessor and
otherwise distributable pursuant to Sections 4.1 and 4.2 shall be distributed as
                                    ------------     ---                        
provided for in paragraphs (a), (b) and (c) above.
                --------------  ---     ---       

     SECTION 4.8.  Other Payments.
                   -------------- 

     (a)  Except as otherwise provided in Sections 4.1, 4.2, 4.7 and paragraph
                                         ------------  ---  ---     ---------
(b) below, any payment received by the Agent on behalf of the Lessor for which
----                                                                          
no provision as to the application thereof is made in the Operative Documents or
elsewhere in this Article IV shall be distributed pro rata among the Financing
                  ----------                      --- ----                    
Lenders and the Equity Lenders without priority of one over the other, in the
proportion that the Participant Balance of each bears to the aggregate of all
the Participant Balances.

     (b)  Except as otherwise provided in Sections 4.1, 4.2 and 4.7, all 
                                         ------------  ---     ---              
payments received and amounts realized by the Agent on behalf of the Lessor,
under the Master Lease or otherwise with respect to the Equipment to the extent
received or realized at any time after payment in full

                                       10
<PAGE>

                                                                  Loan Agreement

of the Participant Balances of all of the Financing Lenders and the Equity
Lenders and any other amounts due and owing to the Financing Lenders, the Equity
Lenders or the Lessor, shall be distributed forthwith by the Lessor in the order
of priority set forth in Section 4.7(c), except that such payment shall be
                         --------------
distributed omitting paragraph third of such Section 4.7(c).
                                             -------------- 

     (c)  Except as otherwise provided in Sections 4.1 and 4.2, any payment
                                         ------------     ---             
received by the Agent on behalf of the Lessor for which provision as to the
application thereof is made in an Operative Document but not elsewhere in this
Article IV shall be distributed forthwith by the Lessor to the Person and for
----------                                                                   
the purpose for which such payment was made in accordance with the terms of such
Operative Document.

     SECTION 4.9.  Casualty and Condemnation Prior to Lease Event of Default.
                   ---------------------------------------------------------  
Subject to Section 4.7(b), any amounts payable to the Agent on behalf of the
           --------------                                                   
Lessor as a result of a Casualty or Condemnation pursuant to Section 14.1 of the
Master Lease prior to the occurrence of a Lease Event of Default shall be
distributed as follows:

     (a)  all amounts payable to the Lessee for the repair of damage caused by
such Casualty or Condemnation in accordance with Section 14.1(a) of the Master
Lease shall be distributed to the Lessee, and

     (b)  all amounts that are to be applied to the purchase price of the
related Equipment in accordance with Section 14.1(a) and Article XV of the
Master Lease shall be distributed by the Agent in accordance with Section 4.7(a)
                                                                  --------------
above.



                                   ARTICLE V

                         FORBEARANCE OF LENDERS, ETC.

     SECTION 5.1.  Forbearance.  Notwithstanding any other provision herein or
                   -----------                                                
in any other Operative Document, the Agent and each Financing Lender hereby
agrees that it shall not, without the written consent of the Equity Lenders
(which consent may be withheld in the sole and absolute discretion of the Equity
Lenders), take any action, or otherwise request that any action be taken, to
enforce the lien and security interest of the Master Lease, the Lessor Second
Security Agreement, or the Assignment of Lease and Rent, including, without
limitation, (i) any action (statutory or otherwise) relating to a sale under
power of sale, (ii) accepting a bill of sale of foreclosure or otherwise taking
title to, or authorizing the conveyance of, the Equipment or any portion
thereof, (iii) appointing a receiver or taking any other action to obtain
possession or control of the Equipment or any portion thereof, or (iv)
commencing or participating in any foreclosure proceeding, prior to the payment
in full of the Equity Balance and all other amounts payable to the Equity
Lenders under the Participation Agreement and the other Operative 

                                       11
<PAGE>

                                                                  Loan Agreement

Documents, the permanent termination of all Commitments of the Equity Lenders,
and the satisfaction of all other obligations to the Equity Lenders under the
Operative Documents. The foregoing forbearance shall not apply to or affect in
any manner the rights of each Financing Lender with respect to the Guaranty or
to any other Operative Document other than the Master Lease, the Lessor Second
Security Agreement and the Assignment of Lease and Rent.

     SECTION 5.2.  Subordination with Respect to Certain Amounts After Lease
                   ---------------------------------------------------------
Event of Default.  The Lessor and each Financing Lender covenants and agrees for
----------------                                                                
the benefit of the Equity Lenders that, notwithstanding any other provision of
this Loan Agreement, upon the occurrence of a Loan Event of Default, including
without limitation a Lease Event of Default, the rights of the Financing Lenders
with respect to amounts received by the Agent in connection with (i) the sale or
other disposition of all or any part of any one or more items of Equipment, or
(ii) any subleases or reletting affecting the Equipment or any rents, issues or
profits accruing thereunder, or any other proceeds of the property described in
clauses (i) and (ii), shall be subordinate and subject in right of payment to
the prior payment in full in cash of the Participant Balance of each Equity
Lender.

                                  ARTICLE VI

                       LOAN AGREEMENT EVENTS OF DEFAULT

          SECTION 6.1.  Loan Agreement Events of Default.  The occurrence of any
                        --------------------------------                        
one or more of the following events (whether such event shall be voluntary or
involuntary or come about or be effected by operation of law or pursuant to or
in compliance with any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body) shall constitute a
"Loan Agreement Event of Default":
--------------------------------  

          (a)  The Lessor shall (i) default in the payment when due (including,
     without limitation, pursuant to Section 2.4(d)) of any principal of the
                                     --------------                         
     Loans or (ii) default in the payment when due of any interest on the Loans
     and such default shall continue for five (5) or more days or (iii) default
     in the payment of any other amounts owing hereunder or under any other
     Operative Document to which it is a party and such default shall continue
     for five (5) or more days after the Lessor's and Lessee's receipt of notice
     of such default;

          (b)  The Lessor shall default in the due performance or observance by
     it of any term, covenant or agreement contained in this Loan Agreement or
     the Notes (other than those referred to in paragraph (a) above), and such
                                                -------------                 
     default shall have continued unremedied for a period of at least ten (10)
     days after the receipt by the Lessor and Lessee of notice thereof from the
     Agent;

                                       12
<PAGE>

                                                                  Loan Agreement

          (c)  Any representation, warranty or statement made or deemed made by
     the Lessee herein or in any other Operative Document or the Participation
     Agreement, or, in any statement or certificate delivered or required to be
     delivered pursuant hereto or thereto, shall prove to be untrue in any
     material respect on the date as of when made or deemed made; or

          (d)  Any Lease Event of Default shall have occurred and be continuing;

          (e)  The Lessee shall (i) apply for or consent to the appointment of,
     or the taking of possession by, a receiver, custodian, trustee, examiner,
     liquidator or the like of itself or of all or any substantial part of the
     Equipment, (ii) make a general assignment for the benefit of its creditors,
     (iii) commence a voluntary case under the United States Bankruptcy Code (as
     now or hereafter in effect, the "Bankruptcy Code"), (iv) institute any
                                      ---------------                      
     proceeding or file a petition seeking to take advantage of any other law
     relating to bankruptcy, insolvency, reorganization, liquidation,
     dissolution, winding-up or composition or readjustment of debts, (v) fail
     to controvert in a timely and appropriate manner, or acquiesce in writing
     to, any petition filed against it in an involuntary case under the
     Bankruptcy Code, or (vi) take any corporate or other action for the purpose
     of effecting any of the foregoing.

          (f)  A proceeding or case shall be commenced, without the application,
     approval or consent of the Lessee in any court of competent jurisdiction,
     seeking (i) its reorganization, liquidation, dissolution, arrangement or
     winding-up, or the composition or readjustment of its debts, (ii) the
     appointment of a receiver, custodian, trustee, examiner, liquidator or the
     like of the Lessee or of all or any substantial part of the Equipment, or
     (iii) similar relief in respect the Lessee under any law relating to
     bankruptcy, insolvency, reorganization, winding-up or composition or
     adjustment of debts, and such proceeding or case shall continue 
     undismissed, or an order, judgment or decree approving or ordering any of
     the foregoing shall be entered and continue unstayed and in effect, for a
     period of 60 or more days; or an order for relief against the Lessee shall
     be entered in an involuntary case under the Bankruptcy Code.

          (g)  Exclusive of paragraphs (e) and (f) above, an Event of Default
                            --------------     ---                           
     shall occur under either of the Credit Agreements, or, in the event that
     the Credit Agreements no longer exist, the occurrence of an event which
     would have constituted an Event of Default under either of the Credit
     Agreements had they remained in full force and effect.

     SECTION 6.2.  Remedies.
                   -------- 

     (a)  Upon the occurrence of any Loan Agreement Event of Default, (i) if 
such event is a Loan Agreement Event of Default specified in Sections 6.1(e) or
                                                             ---------------   
6.1(f) above, all Obligations 
------

                                       13
<PAGE>

                                                                  Loan Agreement

shall immediately become due and payable, and (ii) if such event is any other
Loan Agreement Event of Default, the Agent may, or upon the written instructions
of either the Required Equity Lenders or the Required Financing Lenders, the
Agent shall, by notice to the Lessor, declare all or any part of the Obligations
to be due and payable forthwith, whereupon all or any part of such Obligations
shall immediately become due and payable (any of the foregoing occurrences or
actions referred to in paragraphs (i) or (ii) above, an "Acceleration").  
                       --------------    ----            ------------
Except as expressly provided above in this Article VI, presentment, demand, 
                                           ----------
protest and all other notices of any kind are hereby expressly waived.


     (b)  Upon the occurrence of any Loan Agreement Event of Default and at any
time thereafter so long as any Loan Agreement Event of Default shall be
continuing, the Agent may, or upon the written instructions of either the
Required Equity Lenders or the Required Financing Lenders, the Agent shall, as
set forth below, exercise any or all of the rights and powers and pursue any and
all of the remedies available to the Lenders hereunder and (subject to the terms
thereof) under the Master Lease and the other Operative Documents, together with
any and all rights and remedies available under the Uniform Commercial Code or
any provision of law, in accordance with the following provisions:

          (i) Equity Lender Remedies.  Upon receipt of written instructions from
              ----------------------                                            
     the Required Equity Lenders, the Agent shall enforce the provisions of the
     Lessor First Security Agreement and the Master Lease, including without
     limitation requiring that the Lessee purchase the Equipment pursuant to
     Section 18.3 of the Master Lease.  Without limitation
     of the foregoing, upon the request of the Required Equity Lenders, the
     Agent shall (w) take any action (statutory or otherwise) relating to a sale
     of the Equipment under the Lessor First Security Agreement, (x) accept a
     bill of sale of foreclosure or otherwise take title to, or authorize the
     conveyance of, the Equipment or any portion thereof, (y) appoint a receiver
     or take any other action to obtain possession or control of the Equipment
     or any portion thereof, and/or (z) commence or participate in any
     foreclosure proceeding and take any and all other actions as the Required
     Equity Lenders may request to enforce their rights and remedies hereunder,
     under the Notes, the Master Lease and the other Operative Documents.

          (ii) Financing Lender Remedies.  Upon receipt of written instructions
               -------------------------                                       
     from the Required Financing Lenders, the Agent shall, subject to the
     provisions of Article V hereof, exercise any or all of the rights and
                   ---------                                              
     powers and pursue any and all of the remedies available to the Financing
     Lenders hereunder and under the Operative Documents, including without
     limitation the institution of any action to enforce the provisions of the
     Guaranty and the Lessor's Second Security Agreement, and the commencement
     or participation in any foreclosure proceeding available to the Agent with
     respect to the Collateral under the Credit Agreements.  Without the written
     consent of the Required Equity Lenders, however, the Financing Lenders
     shall not take any action or request that 

                                       14
<PAGE>

                                                                  Loan Agreement

     the Agent exercise any remedies reserved to the Equity Lenders under
     subparagraph (i) above or in violation of the provisions of subsection 5.1
                                                                 --------------
     of this Loan Agreement; provided, however, that the Required Financing 
                             --------- --------
     Lenders, shall have the right to cause the Agent to demand the purchase of
     Equipment by the Lessee pursuant to Section 18.3 of the Master Lease.

          (iii)  Remedies of All Lenders.  Subject to the provisions of Article
                 -----------------------                                       
     V and the exclusive rights of the Equity Lenders to take the actions
     specified in subparagraph (i) above and the rights of the Financing Lenders
     to take the actions specified in subparagraph (ii) above, the Agent shall,
     upon receipt of written request from the Required Participants, proceed to
     protect and enforce all rights and remedies of the Lenders under this Loan
     Agreement, the Notes, the Master Lease and the other Operative Documents by
     suit or suits or proceedings in equity, at law or in bankruptcy, and
     whether for the specific performance of any covenant or agreement herein
     contained or in execution or aid of any power herein granted, or for
     foreclosure under the Operative Documents, or for the appointment of a
     receiver or receivers for the Equipment or any Equipment or for the
     recovery of judgment for the indebtedness secured thereby or for the
     enforcement of any other proper, legal or equitable remedy available under
     Applicable Law.

All amounts collected by the Agent under this Section 6.2 shall be held and
                                              -----------                  
distributed by the Agent in accordance with the provisions of Article IV hereof.
                                                              ----------        

     (c)  Subject to the nonrecourse provisions set forth in Section 12.13
                                                             -------------
hereof, the Lessor shall be liable for any and all accrued and unpaid amounts
due hereunder before, after or during the exercise of any of the foregoing
remedies, including all reasonable legal fees and other reasonable
costs and expenses incurred by the Agent or any Lender by reason of the
occurrence of any Loan Agreement Event of Default or the exercise of remedies
with respect thereto.

                                  ARTICLE VII

                       CERTAIN REMEDIAL MATTERS; RELEASE

     SECTION 7.1.  Certain Remedial Matters.  Notwithstanding any other
                   ------------------------                            
provision of this Loan Agreement or any other Operative Document:

          (i)  the Lessor, the Lenders or any other party entitled thereto shall
     at all times retain all rights to Excepted Payments and to demand, collect
     or commence an action at law to obtain such payments and to enforce any
     judgment with respect thereto; and

          (ii) the Lessor shall at all times retain the right, but not to the
     exclusion of the Agent, (A) to receive from the Lessee all notices,
     certificates and other documents and all 

                                       15
<PAGE>

                                                                  Loan Agreement

     information that the Lessee is permitted or required to give or furnish to
     the "Lessor" pursuant to the Master Lease, the Participation Agreement or
     any other Operative Document, (B) to provide such insurance as the Lessee
     shall have failed to maintain, and (C) subject to the other applicable
     provisions of this Loan Agreement, to perform for the Lessee under Article
     XVII of the Master Lease.

     SECTION 7.2.  Release of Equipment, etc.  (a) If the Lessee shall at any
                   -------------------------                                 
time purchase the Equipment pursuant to Article XV of the Master Lease, or
exercise its Purchase Option with respect to the Equipment under Article XVIII
of the Master Lease, or if all of the Equipment shall be sold in accordance with
and the Lessee otherwise satisfies each of the obligations and conditions set
forth at Article XX of the Master Lease, then, upon application of such amounts
to prepay the Loans pursuant to Article XV of the Master Lease and the Agent's
and the Lenders' receipt of all accrued interest and any other payments due and
owing from Lessee and/or the Lessor to the Agent and the Lenders on such date,
including without limitation pursuant to Article XII of the Participation
Agreement, the Equipment shall be released from the Liens in favor of the
Lenders.

     (b)  Upon payment in full of the Loan Balance and all other Obligations,
the Equipment shall be released from the Liens in favor of the Lenders.

     (c)  Upon request of the Lessor following a release of any Equipment
described in paragraphs (a) or (b) above, the Agent shall, at the sole cost and
             --------------    ---                                             
expense of the Lessee, execute and deliver to the Lessor or the Lessee, as
applicable, such documents as the Lessor shall reasonably request to evidence
such release.

                                 ARTICLE VIII

                                  THE LESSOR

          SECTION 8.1.  Notice of Default; Action After Default.  If the Lessor
                        ---------------------------------------                
shall have actual knowledge of a Default or Event of Default under any Operative
Document (collectively, the "Specified Events), the Lessor shall give prompt
                             ----------------                               
written notice thereof to each Lender, the Agent, the Lessee and any other
Person to whom notice is expressly required to be given by the Lessor under such
Operative Documents.  Subject to the terms of Article V and Section 8.3(d),
                                              ---------     -------------- 
following the occurrence of a Specified Event, the Lessor shall take or refrain
from taking such action, not inconsistent with the provisions of the Operative
Documents, with respect thereto as the Lessor shall be instructed in writing by
the Agent.  If the Lessor shall not have received instructions as provided above
within twenty (20) days after mailing of notice of such event to each Lender,
the Lessor may, subject to instructions received pursuant to the provisions of
the Operative Documents, take or refrain from taking such action (but shall be
under no duty to, and shall have no liability for its failure or refusal to,
take or refrain from taking any action with respect thereto) 

                                       16
<PAGE>

                                                                  Loan Agreement

as the Lessor shall deem advisable and in the best interests of the Lenders and
consistent with the terms of the Operative Documents.

          SECTION 8.2.  Action Upon Instructions.  Subject to the provisions of
                        ------------------------                               
Article V and Sections 8.3 and 8.4, upon the written instructions at any time
              ------------     ---                                           
and from time to time of the Agent, the Lessor shall take such of the following
actions as may be specified in such instructions:

          (a)  give such notice or direction or exercise such right or power
under the Master Lease or any other Operative Document as shall be specified in
such instructions;

          (b)  approve as satisfactory to it, or disapprove, as the case may be,
all matters required by the terms of any Operative Document to be so approved or
disapproved by the Lessor;

          (c)  after the expiration of the Lease Term, unless the Lessee shall
have purchased the Equipment in accordance with the Master Lease, convey all of
the Lessor's right, title and interest in and to the Equipment or any portion
thereof for such amount, on such terms and to such purchaser or purchasers as
shall be designated in such instructions, or otherwise lease or dispose of the
Equipment or any portion thereof on such terms as shall be designated in such
instructions; and

          (d)  any other action as specified by the Agent.

          SECTION 8.3.  Certain Duties and Responsibilities of Lessor.
                        --------------------------------------------- 

          (a)  Except during the continuance of a Loan Event of Default:

               (i)  the Lessor undertakes to perform such duties and only such
          duties as are specifically set forth herein and in the other Operative
          Documents, and no implied covenants or obligations shall be read into
          this Loan Agreement against the Lessor, and the Lessor agrees that it
          shall not, nor shall it have a duty to, manage, control, use, sell,
          maintain, insure, register, lease, operate, modify, dispose of or
          otherwise deal with the Equipment in any manner whatsoever, except as
          required by the terms of the Operative Documents and as otherwise
          provided herein; and

               (ii) in the absence of bad faith or gross negligence on its part,
          the Lessor may conclusively rely, as to the truth of the statements
          and the correctness of the opinions expressed therein, upon
          certificates or opinions furnished to the Lessor and conforming to the
          requirements of this Loan Agreement.

          (b)  No provision hereof or of any other Operative Document shall be
construed to relieve the Lessor of liability for its gross negligence or willful
misconduct or its negligence in 

                                       17
<PAGE>

                                                                  Loan Agreement

the handling of funds, or for the creation by the Lessor of any Liens or the
disposition by the Lessor of its interest in any Equipment in violation of the
terms hereof and of the other Operative Documents, it being understood that,
without limiting the foregoing:

          (i)   the Lessor shall not be liable for any error of judgment made in
     good faith by any of its officers, unless it shall be proved that the
     Lessor was grossly negligent;

          (ii)  the Lessor shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of the Agent pursuant to the express provisions hereof; and

          (iii) no provision hereof shall require the Lessor to expend or risk
     its own funds in the performance of any of its duties hereunder or under
     any of the other Operative Documents, or in the exercise of any of its
     rights or powers.

     (c)  The Lessor shall not be required to take any action hereunder or under
the Operative Documents, nor shall any other provision of this Loan Agreement or
any Operative Document be deemed to impose a duty on the Lessor to take any
action, if the Lessor shall determine, or shall have been advised by counsel,
that such action is likely to result in personal liability or is contrary to any
Requirement of Law or the Operative Documents.

     (d)  Whether or not therein expressly so provided, every provision of this
Loan Agreement relating to the conduct or affecting the liability of or
affording protection to the Lessor shall be subject to the provisions of this
Section 8.3.
-----------

     SECTION 8.4.  Furnishing of Documents.  The Lessor will furnish to the
                   -----------------------                                 
Agent and each Lender, respectively, promptly upon receipt thereof, duplicates
or copies of all reports, notices, requests, demands, certificates, financial
statements and any other instruments furnished to the Lessor hereunder or under
any other Operative Document, unless by the express terms of any Operative
Document a copy of the same is required to be furnished by some other Person
directly to such Agent or Lender, respectively, or the Lessor shall have
determined that the same has already been furnished to such Lender.

     SECTION 8.5.  Moneys Received by the Lessor.  The Lessor agrees to deposit
                   -----------------------------                               
and disburse, as appropriate, all moneys actually received by it under the terms
of the Master Lease  and in accordance with the terms of this Loan Agreement and
the other Operative Documents.

     SECTION 8.6.  NO REPRESENTATIONS OR WARRANTIES AS TO EQUIPMENT OR
                   ---------------------------------------------------
DOCUMENTS.  THE LESSOR IS NOT A MANUFACTURER OR OPERATOR OF ANY EQUIPMENT OR A
---------
DEALER IN ANY SIMILAR EQUIPMENT NOR HAS INSPECTED ANY EQUIPMENT PRIOR TO
DELIVERY TO AND ACCEPTANCE THEREOF BY THE LESSEE.  

                                       18
<PAGE>

                                                                  Loan Agreement

THE LESSOR HAS NOT MADE NOR DOES IT MAKE (A) ANY REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, AS TO ANY ENVIRONMENTAL MATTER OR CONDITION, VALUE, DESIGN,
OPERATION, CONDITION, QUALITY, DURABILITY, SUITABILITY, MERCHANTABILITY OR
FITNESS FOR USE OR FITNESS FOR A PARTICULAR PURPOSE, ABSENCE OF LATENT OR OTHER
DEFECTS WHETHER OR NOT DISCOVERABLE, ABSENCE OF ANY INFRINGEMENT OF ANY PATENT,
TRADEMARK OR COPYRIGHT, OR ANY OTHER WARRANTY WHATSOEVER, EXPRESS OR IMPLIED,
WITH RESPECT TO ANY EQUIPMENT, OR AS TO TITLE THERETO, OR (B) ANY REPRESENTATION
OR WARRANTY AS TO THE VALIDITY, LEGALITY OR ENFORCEABILITY OF THE OPERATIVE
DOCUMENTS (OTHER THAN AS TO THIS LOAN AGREEMENT AGAINST THE LESSOR), OR AS TO
THE CORRECTNESS OF ANY STATEMENT CONTAINED IN ANY THEREOF, EXCEPT AS SET FORTH
IN SECTION 7.2 OF THE PARTICIPATION AGREEMENT.

                                  ARTICLE IX

                    INDEMNIFICATION OF LESSOR; COMPENSATION

     SECTION 9.1.  Lenders to Indemnify Lessor.  Each Lender agrees to pay (or
                   ---------------------------                                
reimburse the Lessor for), to the extent not reimbursed by the Lessee and
without limiting the obligation of the Lessee to do so, ratably according to
such Lender's Commitment Percentage of all Loans on the date on which
indemnification is sought under this Section 9.1, all reasonable expenses of the
                                     -----------                                
Lessor hereunder, including the reasonable compensation, expenses and
disbursements of such agents, representatives, experts and counsel as the Lessor
may employ in connection with the exercise and performance of its rights and
duties under the Operative Documents, unless and to the extent that the Lessor
receives payment or reimbursement from the Lessee or any other Person under the
Operative Documents, whether or not the transactions contemplated hereby are
consummated.  Each Lender agrees to assume liability for, and to indemnify the
Lessor against and from (to the extent not reimbursed by the Lessee and without
limiting the obligation of the Lessee to do so), ratably according to the
percentage each such Lenders's Commitment Percentage of all Loans on the date on
which indemnification is sought under this Section 9.1, any and all liabilities,
                                           -----------
obligations, losses, damages, taxes, claims, actions, suits, costs, expenses and
disbursements (including reasonable legal fees and expenses) of any kind and
nature whatsoever which may be imposed on, incurred by or asserted at any time
against the Lessor (whether or not indemnified against by other parties) in any
way relating to or arising out of the administration of the Equipment or the
action or inaction of the Lessor hereunder or under the Operative Documents;
provided, however, that the Lessor shall not make any claim under this Section 
--------  -------                                                      -------
9.1 for any claim or expense indemnified against by the Lessee under Article 
---
XII of the Participation Agreement without first making demand on the Lessee for
payment of such claim or expense. The indemnities contained in this Section 9.1
                                                                    -----------
shall not be applicable to any claim arising out of 

                                       19
<PAGE>

                                                                  Loan Agreement

the gross negligence or willful misconduct of the Lessor, and such indemnities
shall survive the termination of this Loan Agreement.

     SECTION 9.2.  Compensation.  The Lessor shall receive as compensation for
                   ------------                                               
its services hereunder such ordinary fees as are fair, reasonable and customary
for the performance of such services and as may heretofore and from time to time
hereafter be agreed upon in writing between the Lessor and the Lessee.

                                   ARTICLE X

                                   THE AGENT

     SECTION 10.1.  Appointment.  Each Lender hereby irrevocably designates and
                    -----------                                                
appoints the Agent as the agent of such Lender under this Loan Agreement and the
other Operative Documents, and each such Lender irrevocably authorizes the
Agent, in such capacity, to take such action on its behalf under the provisions
of this Loan Agreement and the other Operative Documents and to exercise such
powers and perform such duties as are expressly delegated to the Agent by the
terms of this Loan Agreement and the other Operative Documents, together with
such other powers as are reasonably incidental thereto.  Without limitation, all
amounts payable to the Lenders by the Lessor, the Lessee and/or the other
Guarantors under the Operative Documents, exclusive only of Excepted Payments,
shall be paid to and collected by the Agent on behalf of the Lenders and
disbursed promptly by the Agent in accordance with the provisions of the
Operative Documents.  Notwithstanding any provision to the contrary elsewhere in
this Loan Agreement, the Agent shall not have any duties or responsibilities,
except those expressly set forth herein, or any fiduciary relationship with any
Lender or any other party to the Operative Documents, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Loan Agreement or any other Operative Document or otherwise exist
against the Agent.

     SECTION 10.2.  Delegation of Duties.  The Agent may execute any of its
                    --------------------                                   
duties under this Loan Agreement and the other Operative Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.

     SECTION 10.3.  Exculpatory Provisions.  Neither the Agent nor any of its
                    ----------------------                                   
officers, directors, employees, agents, attorneys-in fact or Affiliates shall be
(a) liable for any action lawfully taken or omitted to be taken by it or such
Person under or in connection with this Loan Agreement or any other Operative
Document (except for its or such Person's own gross negligence or willful
misconduct) or (b) responsible in any manner to any of the Lenders or any other
party to the Operative Documents for any recitals, statements, representations,
or warranties 

                                       20
<PAGE>
 
                                                                  Loan Agreement

made by the Lessor or the Lessee or any officer thereof contained in this Loan
Agreement or any other Operative Document or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Agent under or in connection with, this Loan Agreement or any other Operative
Document or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of this Loan Agreement or any other Operative Document or for any
failure of the Lessor or the Lessee to perform its obligations hereunder or
thereunder. The Agent shall not be under any obligation to any Lender or any
other party to the Operative Documents to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Loan Agreement or any other Operative Document, or to inspect the
Equipment, books or records of the Lessor or the Lessee.

     SECTION 10.4.  Reliance by Agent.  The Agent shall be entitled to rely, and
                    -----------------                                           
shall be fully protected in relying, upon any Note, writing, resolution, notice,
consent, certificate, affidavit, letter, facsimile, telex or teletype message,
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Lessor or the Lessee), independent accountants and
other experts selected by the Agent.  The Agent may deem and treat the payee of
any Note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the
Agent.  The Agent shall be fully justified in failing or refusing to take any
action under this Loan Agreement or any other Operative Document unless it shall
first receive the advice or concurrence of Lenders holding a majority of the
outstanding Loans or it shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action.  The Agent shall in all
cases be fully protected in acting, or in refraining from acting, under this
Loan Agreement and the other Operative Documents in accordance with a request of
Lenders holding a majority of the outstanding Loans, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and all future holders of the Notes.

     SECTION 10.5.  Notice of Default.  The Agent shall not be deemed to have
                    -----------------                                        
knowledge or notice of the occurrence of any Loan Agreement Default or Loan
Agreement Event of Default hereunder unless the Agent has received notice from a
Lender or the Lessor referring to this Loan Agreement, describing such Loan
Agreement Default or Loan Agreement Event of Default and stating that such
notice is a "notice of default".  In the event that the Agent receives such a
notice, the Agent shall promptly give notice thereof to the Lenders and the
Lessee. The Agent shall take such action with respect to such Loan Agreement
Default or Loan Agreement Event of Default as shall be directed by Lenders
holding a majority of the outstanding Loans; provided, however, that unless and
                                             --------  -------
until the Agent shall have received such directions, the Agent may (but shall
not be obligated to) take such action, or refrain from taking such action, with
respect to such Loan Agreement Default or Loan Agreement Event of Default as it
shall deem advisable in the best interests of the Lenders.

                                       21
<PAGE>

                                                                  Loan Agreement
 
     SECTION 10.6.  Non-Reliance on Agent and Other Lenders.  Each Lender
                    ---------------------------------------              
expressly acknowledges that neither the Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by the Agent hereinafter
taken, including any review of the affairs of the Lessor or the Lessee, shall be
deemed to constitute any representation or warranty by the Agent to any Lender.
Each Lender represents to the Agent that it has, independently and without
reliance upon the Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, Equipment, financial and other
condition and creditworthiness of the Lessor and the Lessee and made its own
decision to make its Loans hereunder and enter into this Loan Agreement.  Each
Lender also represents that it will, independently and without reliance upon the
Agent or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Loan
Agreement and the other operative Documents, and to make such investigation as
it deems necessary to inform itself as to the business, operations, Equipment,
financial and other condition and creditworthiness of the Lessor and the Lessee.
Except for notices, reports and other documents expressly required to be
furnished to the Lenders by the Agent hereunder, the Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, Equipment, condition (financial
or otherwise), prospects or creditworthiness of the Lessor or the Lessee which
may come into the possession of the Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates.

     SECTION 10.7.  Indemnification.  Each Lender agrees to indemnify the Agent
                    ---------------                                            
in its capacity as such (to the extent not reimbursed by the Lessee and without
limiting the obligation of the Lessee to do so), ratably according to such
Lender's Commitment Percentage of all Loans, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever (including without
limitation all reasonable fees and disbursements of any law firm or other
external counsel of the Agent, the allocated cost of internal legal services and
all disbursements of internal counsel of the Agent) which may at any time
(including, without limitation, at any time following the payment of the Notes)
be, imposed on, incurred by or asserted against the Agent in any way relating to
or arising out of, the Commitments, this Loan Agreement, any of the other
Operative Documents or any documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or any action taken
or omitted by the Agent under or in connection with any of the foregoing;
provided, however, that no Lender shall be liable for the payment of any 
--------               
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the Agent's
gross negligence or willful misconduct. The agreements in this Section 10.7
                                                               ------------
shall survive the payment of the Obligations.

                                       22
<PAGE>

                                                                  Loan Agreement
 
     SECTION 10.8.  Agent in Its Individual Capacity.  The Agent and its
                    --------------------------------                    
Affiliates may make loans to, issue letters of credit for the account of, accept
deposits from, acquire equity interests in and generally engage in any kind of
banking, trust, financial advisory, underwriting or other business with the
Lessor, the Lessee and their Affiliates as though Banque Paribas were not the
Agent hereunder and under the other Operative Documents and without notice to or
consent of the Lenders.  Each Lender acknowledges that, pursuant to such
activities, Banque Paribas or its Affiliates may receive information regarding
the Lessee, the Lessor or their Affiliates (including information that may be
subject to confidentiality obligations in favor of the Lessee, the Lessor or
their Affiliates) and acknowledge that the Agent shall be under no obligation to
provide such information to them.  With respect to any Loans made or renewed by
it and any Note issued to it, Banque Paribas shall have the same rights and
powers under this Loan Agreement and the other Operative Documents as any Lender
and may exercise the same as though it were not the Agent, and, in the event
Banque Paribas, becomes a Lender, the terms "Lender" and "Lenders" shall include
Banque Paribas in its individual capacity.

     SECTION 10.9.  Successor Agent.  The Agent may resign as Agent upon twenty
                    ---------------                                            
(20) days' notice to the Lenders.  The Agent may be removed by the Required
Participants in the event that (i) the Agent fails to comply in any material
respect with its duties hereunder and under the other Operative Documents and
such failure continues for a period of fifteen (15) days after receipt by Agent
of written notice thereof from the Required Participants, or (ii) the Agent is
guilty of willful misconduct or gross negligence in the performance of its
duties hereunder and under the Operative Documents.  If the Agent shall be
removed or resign as Agent under this Loan Agreement and the other Operative
Documents, then the Required Participants shall appoint a successor agent for
Lenders, which successor agent shall be a commercial bank organized under the
laws of the United States of America or any State thereof or under the laws of
another country which is doing business in the United States of America and
having a combined capital, surplus and undivided profits of at least
$100,000,000 (and if no Lease Default or Lease Event of Default exists, shall be
approved by the Lessee (which consent shall not be unreasonably withheld)),
whereupon such successor agent shall succeed to the rights, powers and duties of
the Agent, and the term "Agent" shall mean such successor agent effective upon
such appointment and approval, and the former Agent's rights, powers and duties
as Agent shall be terminated, without any other or further act or deed on the
part of such former Agent or any of the parties to this Loan Agreement or any
holders of the Notes.  If no successor Agent has accepted appointment as Agent
by the date which is twenty (20) days following a resigning Agent's notice of
resignation, the resigning Agent's resignation shall nevertheless thereupon
become effective and the Lenders shall perform all of the duties of the Agent
hereunder until such time, if any, as Lenders holding a majority of the
outstanding Loans appoint a successor Agent as provided above.  After any
retiring Agent's resignation as Agent, all of the provisions of this 
Article X shall inure to its benefit as to any actions taken or omitted to
---------                                                                 
be taken by it while it was Agent under this Loan Agreement and the other
Operative Documents.

                                       23
<PAGE>

                                                                  Loan Agreement
 
                                  ARTICLE XI

                      COLLECTIONS, LIMITED RECOURSE, ETC.

     SECTION 11.1.  Collections and Remittances by Lessor.  The Lessor agrees
                    -------------------------------------                    
that, subject to the provisions of this Loan Agreement and the other Operative
Documents, it will during the Lease Term, administer the Equipment and, at the
direction of the Agent, take steps to collect all sums payable to the Lessor by
the Lessee under the Participation Agreement and the Master Lease (to the extent
not payable directly to the Agent or the other Lenders pursuant to the Operative
Documents or the Participation Agreement).

     SECTION 11.2.  Payments from Equipment Only.  All payments to be made by
                    ----------------------------                             
the Lessor (or by the Agent on behalf of the Lessor) under this Loan Agreement
shall be made only from (i) the income and the proceeds from the Equipment and
(ii) payments made by the Lessee to the Lessor under or in connection with the
Master Lease.  Each Lender agrees that the Lessor shall not be personally liable
to the Lenders for any amounts payable under this Loan Agreement or any other
Operative Document and shall not be subject to any liability under this Loan
Agreement or any other Operative Document except as specifically provided herein
or therein.

                                  ARTICLE XII

                                 MISCELLANEOUS

     SECTION 12.1.  Amendments and Waivers.  Neither this Loan Agreement, any
                    ----------------------                                   
other Operative Document, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of Section
13.5 of the Participation Agreement, but if in the opinion of the Lessor any
instrument required to be so executed adversely affects any right, duty or
liability of, or immunity or indemnity in favor of, the Lessor under this Loan
Agreement or any of the documents contemplated hereby to which the Lessor is a
party, or would cause or result in any conflict with or breach of any terms,
conditions or provisions of, or default under, the charter documents or by-laws
of the Lessor or any document contemplated hereby to which the Lessor is a
party, the Lessor may in its sole discretion decline to execute such instrument.

     SECTION 12.2.  Headings.  The headings of the various Sections herein are
                    --------                                                  
for convenience of reference only and shall not define or limit any of the terms
or provisions hereof.

     SECTION 12.3.  Notices.  All notices, requests and demands to or upon the
                    -------                                                   
respective parties hereto shall be given in accordance with Section 13.3 of the
Participation Agreement.


     SECTION 12.4.  No Waiver; Cumulative Remedies.  No failure to exercise and
                    ------------------------------                             
no delay in exercising, on the part of the Agent or any Lender, any right,
remedy, power or privilege 

                                       24
<PAGE>

                                                                  Loan Agreement

hereunder or under the other Operative Documents shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.

     SECTION 12.5.  Survival of Representations and Warranties.  All
                    ------------------------------------------      
representations and warranties made hereunder, in the other Operative Documents
and in any document, certificate or statement, delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Loan
Agreement and the Notes and the making of the Loans hereunder.

     SECTION 12.6.  Successors and Assigns; Assignment by Lessor.  This Loan
                    --------------------------------------------            
Agreement shall be binding upon and inure to the benefit of the Lessor, each
Lender, the Agent, each future holder of a Note and their respective successors
and assigns; provided that (i) no assignment shall be made by the Lessor or the
Agent of its obligations hereunder without the prior written consent of the
Required Participants, and (ii) any assignment by any Lender or future holder of
a Note shall be made subject to and in accordance with the provisions of Section
13.8 of the Participation Agreement.

     SECTION 12.7.  Adjustments.  Subject to the provisions of Article V hereof,
                    -----------                                                 
if any Financing Lender or Equity Lender, as the case may be (a "Benefitted
                                                                 ----------
Lender"), shall at any time receive any payment of all or part of its Loans, or
------                                                                         
interest thereon, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by setoff, pursuant to events or proceedings of
the nature referred to in Section 6.1(e), or otherwise), in a greater proportion
                          --------------                                        
than any such payment to or collateral received by any other Financing Lender or
Equity Lender, as the case may be,  in respect of such other Lender's Loans, or
interest thereon, such Benefitted Lender shall purchase for cash from the other
Lenders a participating interest in such portion of each such other Lender's
Loan, or shall provide such other Financing Lenders or Equity Lenders, as the
case may be, with the benefits of any such collateral, or the proceeds thereof,
as shall be necessary to cause such Benefitted Lender to share the excess
payment or benefits of such collateral or proceeds ratably with each of the
other Financing Lenders or Equity Lenders, as the case may be; provided,
                                                               -------- 
however, that if all or any portion of such excess payment or benefits is
-------                                                                  
thereafter recovered from such Benefitted Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest.

     SECTION 12.8.  Counterparts.  This Loan Agreement may be executed by one or
                    ------------                                                
more of the parties to this Loan Agreement on any number of separate
counterparts (including by telecopy), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.  A set of
the copies of this Loan Agreement signed by all the parties shall be delivered
to the Lessor and the Agent.

                                       25
<PAGE>

                                                                  Loan Agreement

     SECTION 12.9.  Severability.  Any provision of this Loan Agreement which is
                    ------------                                                
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

     SECTION 12.10.  Intention.  This Loan Agreement and the other Operative
                     ---------                                              
Documents represent the agreement of the Lessor, the Agent and the Lenders with
respect to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by the Agent or any Lender relative to subject
matter hereof not expressly set forth or referred to herein or in the other
Operative Documents.

     SECTION 12.11.  WAIVER OF TRIAL BY JURY.  THE PARTIES HERETO VOLUNTARILY
                     -----------------------                                 
AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY, IN RESPECT
OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,
THIS LOAN AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY OF THE
PARTIES HERETO.  THE PARTIES HERETO HEREBY AGREE THAT THEY WILL NOT SEEK TO
CONSOLIDATE ANY SUCH LITIGATION WITH ANY OTHER LITIGATION IN WHICH A JURY TRIAL
HAS NOT OR CANNOT BE WAIVED.  THE PROVISIONS OF THIS SECTION 12.11 HAVE BEEN
                                                     -------------          
FULLY NEGOTIATED BY THE PARTIES HERETO AND SHALL BE SUBJECT TO NO EXCEPTIONS.
THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT THEY HAVE EACH RECEIVED FULL AND
SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS LOAN AGREEMENT AND EACH
SUCH OTHER OPERATIVE DOCUMENT).

     SECTION 12.12.  GOVERNING LAW.  THIS LOAN AGREEMENT AND THE NOTES AND THE
                     -------------                                            
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS LOAN AGREEMENT AND THE NOTES
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF TEXAS.

     SECTION 12.13.  Nonrecourse.  Anything to the contrary contained in this
                     -----------                                             
Loan Agreement or in any other Operative Document notwithstanding, neither the
Lessor nor any officer, director or shareholder hereof, nor any of the Lessor's
successors or assigns (all such Persons being hereinafter referred to
collectively as the "Exculpated Persons"), shall be personally liable in any
                     ------------------                                     
respect for any Obligation hereunder or under any other Operative Document
including the payment of the principal of, or interest on, any of the Notes, or
for monetary damages for the breach of performance of any of the covenants
contained in this Loan Agreement, 

                                       26
<PAGE>

                                                                  Loan Agreement

the Notes or any of the other Operative Documents. The Agent and the Lenders
agree that, in the event any of them pursues any remedies available to them
under this Loan Agreement, the Notes or any other Operative Documents, none of
the Agent or the Lenders shall have any recourse against the Lessor, nor any
other Exculpated Person, for any deficiency, loss or claim for monetary damages
or otherwise resulting therefrom and recourse shall be had solely and
exclusively against the Equipment, the Lessee and the Guarantors; but nothing
contained herein shall be taken to prevent recourse against or the enforcement
of remedies against the Equipment in respect of the Obligations. Notwithstanding
the foregoing provisions of this Section 12.13 herein, nothing in this Loan 
                                 -------------
Agreement or any other Operative Document shall (a) constitute a waiver,
release, or discharge of any obligation evidenced or secured by this Loan
Agreement, any other Operative Document or any Security Document, (b) limit the
right of the Agent or any Lender to name the Lessor as a party defendant in any
action or suit for judicial foreclosure and sale under any Operative Document,
or (c) affect in any way the validity or enforceability of the Guaranty or any
other guaranty (whether of payment and/or performance) given to the Agent or any
Lender in connection with the Loans or any Obligation of the Lessee under the
Operative Documents (which shall be full recourse).

     SECTION 12.14.  Tax Reports.  In the event any tax report or tax return is
                     -----------                                               
required to be made by the Lessor with respect to the Equipment and the Lessee
is not required to prepare and file the same pursuant to the Master Lease, the
Lessor will, at the sole expense of Lessee, prepare such tax report or return in
respect of its interest in the Equipment and deliver a copy thereof to the
Agent.

     SECTION 12.15.  SUBMISSION TO JURISDICTION.  EACH PARTY HERETO HEREBY
                     --------------------------                           
SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF TEXAS AND OF ANY TEXAS STATE COURT SITTING IN HOUSTON,
TEXAS, AND TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS AND OF ANY TEXAS STATE COURT SITTING IN
DALLAS, TEXAS, FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING
TO THIS LOAN AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

     SECTION 12.16.  FINAL AGREEMENT.  THIS LOAN AGREEMENT AND THE OTHER
                     ---------------                                    
OPERATIVE DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO
WITH RESPECT TO THE LOANS AND MAY NOT 

                                       27
<PAGE>
 
                                                                  Loan Agreement

BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES HERETO.

     SECTION 12.17.  Intercreditor Agreements.  Each of the Financing Lenders
                     ------------------------                                
hereby (a) agrees to all terms and provisions of each of the "Intercreditor
Agreement" and the "Accounts Receivable Securitization Facility Intercreditor
Agreement" (as such terms are defined in the Mail-Well Credit Agreement), (b)
agrees to be bound by all of the terms and provisions of each of the
"Intercreditor Agreement" and the "Accounts Receivable Securitization Facility
Intercreditor Agreement" (as such terms are defined in the Mail-Well Credit
Agreement) as if it were a direct party and a signatory thereto (whether or not
it is a direct party or a signatory thereto) and (c) grants to the Agent a
special power of attorney to execute and deliver each of the "Intercreditor
Agreement" and the "Accounts Receivable Securitization Facility Intercreditor
Agreement" (as such terms are defined in the Mail-Well Credit Agreement) for, on
behalf of and in the name of such Lender.

     SECTION 12.18.  Payments.  All payments to be made to the Lenders or to the
                     --------                                                   
Agent on behalf of the Lenders hereunder and under the other Operative Documents
shall be deemed to have been made only when good, collected and indefeasible
funds have been received by the Agent and/or the Lenders, as the case may be.

                  [remainder of page left intentionally blank]

                                       28
<PAGE>

                                                                  Loan Agreement

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

                                    LESSOR:
                                    ------ 

                                    PARIBAS PROPERTIES, INC.,
                                    a Delaware corporation


                                    By: ___________________________________
                                        Edward V. Canale, President


                                    By: ___________________________________
                                        Matthew J. Cooleen, Vice President
<PAGE>

                                                                  Loan Agreement

                                    AGENT:
                                    ----- 

                                    BANQUE PARIBAS,
                                    as Agent and as a Lender


                                    By: _____________________________
                                         Pierre-Jean de Filippis,
                                         General Manager


                                    By: _____________________________
                                         Christopher S. Goodwin,
                                         Vice President

<PAGE>

                                                                  Loan Agreement
 
                                    FINANCING LENDER:
                                    ---------------- 

                                    ARAB BANKING CORPORATION
                                    (B.S.C.)



                                    By:
                                       -------------------------------
                                    Name:
                                         -----------------------------
                                    Title:
                                          -------------------------------


                                     Address for Notices:
                                     ------------------- 
                                     Arab Banking Corporation (B.S.C.)
                                     277 Park Avenue, 32nd Floor
                                     New York, New York  10172
                                     Telecopy No. : 212-583-0921
                                     Telephone No.:
                                                    ------------
                                     Attention: Ms. Louise Weiss
 
                                     With a copy to:
 
                                     Arab Banking Corporation (B.S.C.)
                                     600 Travis Street, Suite 1900
                                     Houston, Texas  77002
                                     Telecopy No. : 713-227-6507
                                     Telephone No.: 713-227-8444
                                     Attention: Stephen Plauche

                                     Lending Office for Prime Rate Loans:
                                     ----------------------------------- 
                                     Arab Banking Corporation (B.S.C.)
                                     277 Park Avenue, 32nd Floor
                                     New York, New York  10172-3299
                                     Attention:       Ms. Louise Weiss


<PAGE>

                                                                  Loan Agreement
                                    FINANCING LENDER:
                                    ---------------- 

                                    BANK OF AMERICA ILLINOIS



                                    By:
                                       --------------------------
                                    Name:
                                         ------------------------
                                    Title: 
                                          -----------------------     

                              Address for Notices:
                              ------------------- 
                              Bank of America Illinois
                              231 S. LaSalle Street
                              Chicago, Illinois  60697
                              Telecopy No.:  312-974-9626
                              Telephone No.: 312-828-6386
                              Attention:    Juanita L. Hester

                              with a copy to:

                              Bank of America
                              U.S. Div. - S.F. Credit Products #3838
                              555 California Street, 41st Floor
                              San Francisco, CA  94104
                              Attention:    Kevin Leader

                              Lending Office for Prime Rate Loans:
                              ----------------------------------- 
                              Bank of America Illinois
                              231 S. LaSalle Street
                              Chicago, Illinois  60697
                              Attention: Juanita L. Hester

<PAGE>

                                                                  Loan Agreement
                                    FINANCING LENDER:
                                    ---------------- 

                                    THE BANK OF NOVA SCOTIA



                                    By:
                                       ------------------------------
                                    Name:
                                         ----------------------------
                                    Title:
                                          ---------------------------



                          Address for Notices:
                          ------------------- 
                          The Bank of Nova
                          Scotia, Atlanta Agency
                          600 Peachtree Street N.E., Suite 2700
                          Atlanta, Georgia  30308
                          Telecopy No.:  404-888-8998
                          Telephone No.: 404-877-1500
                          Attention: F.C.H. Ashby
 
                          with a copy to:
 
                          The Bank of Nova Scotia
                          Houston Representative Office
                          1100 Louisiana, Suite 3000
                          Houston, Texas  77002
                          Telecopy No.:  713-752-2425
                          Telephone No.: 713-759-3432
                          Attention: Rosine Matthews


                          Lending Office for Prime Rate Loans:
                          -----------------------------------
                          The Bank of Nova
                          Scotia, Atlanta Agency
                          600 Peachtree Street
                          N.E., Suite 2700
                          Atlanta, Georgia 30308
                          Attention:  Cleve Bushey


<PAGE>

                                                                  Loan Agreement
 
                                      FINANCING LENDER:
                                      ---------------- 

                                      THE BOATMEN'S NATIONAL BANK
                                      OF ST. LOUIS


                                      By:
                                          --------------------------
                                      Name: 
                                            ------------------------
                                      Title:
                                             -----------------------


                            Address for Notices:                   
                            ------------------- 
                            The Boatmen's
                            National Bank of St. Louis
                            800 Market Street,
                            Mail Station LBP 37-01
                            St. Louis, Missouri 63101
                            Telecopy No.: 314-466-6645
                            Telephone No.:  314-466-7368
                            Attention: Pamela Boggeman

                            Lending Office for Prime Rate Loans:
                            -----------------------------------
                            The Boatmen's National Bank of St. Louis, Leveraged
                                           Finance
                                       
                            800 Market Street, Mail Station LBP 37-01
                            St. Louis, Missouri 63101
                            Attention: Pamela Boggeman

                            Lending Office for Eurodollar Loans:
                            -----------------------------------
                            The Boatmen's National Bank of St. Louis, Leveraged
                                          Finance
                            800 Market Street, Mail Station LBP 37-01
                            St. Louis, Missouri 63101
                            Attention: Pamela Boggeman

<PAGE>

                                                                  Loan Agreement

                                             FINANCING LENDER:
                                             ---------------- 

                                             THE CIT GROUP/BUSINESS CREDIT, INC.



                                             By:
                                                -------------------------------
                                             Name:
                                                  -----------------------------
                                             Title:
                                                   ----------------------------

                                       
                                 Address for Notices:
                                 ------------------- 
                                 The CIT Group/Business Credit, Inc.
                                 Two Lincoln Centre, 5420 LBJ Freeway, Suite 200
                                 Dallas, Texas  75240
                                 Telecopy No.:       972-455-1690
                                 Telephone No.:      972-455-1678
                                 Attention:          Pam Wozniak or Susan Brooks

                                 Lending Office for Prime Rate Loans:
                                 -----------------------------------
                                 The CIT Group/Business Credit, Inc.
                                 Two Lincoln Centre, 5420 LBJ Freeway, Suite 200
                                 Dallas, Texas  75240
                                 Attention:     Pam Wozniak


                                 Lending Office for Eurodollar Loans:
                                 ------------------------------------ 
                                 The CIT Group/Business Credit, Inc.
                                 Two Lincoln Centre, 5420 LBJ Freeway, Suite 200
                                 Dallas, Texas  75240
                                 Attention:     Pam Wozniak


<PAGE>
                                                                  Loan Agreement
 
                                            FINANCING LENDER:
                                            ---------------- 

                                            CREDIT LYONNAIS NEW YORK
                                            BRANCH



                                            By:____________________________
                                            Name:__________________________
                                            Title:_________________________


                                  Addresses for Notices:
                                  --------------------- 
                                  Credit Lyonnais
                                  1301 Avenue of the Americas
                                  New York, New York  10019
                                  Telecopy No.:      212-459-3170
                                  Telephone No.:     212-459-7000
                                  Attention:         Mark Koneval
 
                                  With a copy to:
 
                                  Credit Lyonnais
                                  2200 Ross Avenue, Suite 4400 West
                                  Dallas, Texas  75201
                                  Telecopy No.:      214-220-2323
                                  Telephone No.:     214-220-2300
                                  Attention:         Brian Brown

                                  Lending Office for Prime Rate Loans:
                                  ----------------------------------- 
                                  Credit Lyonnais New York Branch
                                  2200 Ross Avenue, Suite 4400 West
                                  Dallas, Texas  75201
                                  Attention:     Credit Lyonnais

                                  Lending Office for Eurodollar Loans:
                                  ----------------------------------- 
                                  Credit Lyonnais New York Branch
                                  2200 Ross Avenue, Suite 4400 West
                                  Dallas, Texas  75201
                                  Attention:     Credit Lyonnais
<PAGE>
 
                                                                  Loan Agreement

                                      37
<PAGE>
                                                                  Loan Agreement
 
                                           FINANCING LENDER:
                                           ---------------- 

                                           THE FUJI BANK, LIMITED



                                           By:_______________________________
                                           Name:_____________________________
                                           Title:____________________________


                                 Address for Notices:
                                 ------------------- 
                                 The Fuji Bank, Limited
                                 1221 McKinney Street, Suite 4100
                                 Houston, Texas 77010
                                 Telecopy No.:       713-759-0048
                                 Telephone No.:      713-650-7854
                                 Attention:          Nate Ellis

                                 Lending Office for Prime Rate Loans:
                                 ----------------------------------- 
                                 The Fuji Bank, Limited
                                 1221 McKinney Street, Suite 4100
                                 Houston, Texas 77010
                                 Attention:    Nate Ellis

                                 Lending Office for Eurodollar Loans:
                                 ----------------------------------- 
                                 The Fuji Bank, Limited
                                 1221 McKinney Street, Suite 4100
                                 Houston, Texas 77010
                                 Attention:    Nate Ellis
<PAGE>
                                                                  Loan Agreement
 
                                           FINANCING LENDER:
                                           ---------------- 

                                           THE LONG-TERM CREDIT BANK OF
                                           JAPAN, LIMITED, NEW YORK BRANCH



                                           By:_____________________________
                                           Name:___________________________
                                           Title:__________________________


                                    Address for Notices:
                                    ------------------- 
                                    The Long-Term Credit Bank of Japan, Limited,
                                    New York Branch
                                    165 Broadway, 49th Floor
                                    New York, New York 10006
                                    Telecopy No.:      212-608-2371
                                    Telephone No.:     212-335-4550
                                    Attention:         Frank H. Madden

                                    Lending Office for Prime Rate Loans:
                                    ----------------------------------- 
                                    The Long-Term Credit Bank of Japan, Limited,
                                    New York Branch
                                    165 Broadway, 49th Floor
                                    New York, New York 10006
                                    Attention:  Frank H. Madden

                                    Lending Office for Eurodollar Loans:
                                    ----------------------------------- 
                                    The Long-Term Credit Bank of Japan, Limited,
                                    New York Branch
                                    165 Broadway, 49th Floor
                                    New York, New York 10006
                                    Attention:  Frank H. Madden
<PAGE>
 
                                                                  Loan Agreement

                                    FINANCING LENDER:                          
                                    ----------------                           
                                                                               
                                    NATIONAL BANK OF CANADA                    
                                                                               
                                                                               
                                    By: ____________________________           
                                    Name: __________________________           
                                    Title: _________________________           
                                                                               
                                                                               
                                                                               
                                    By: ____________________________           
                                    Name: __________________________           
                                    Title: _________________________           
                                                                               
                                                                               
                            Address for Notices:                               
                            -------------------                                
                            National Bank of Canada                            
                            2121 San Jacinto, Suite 1850                       
                            Dallas, Texas  75201                               
                            Telecopy No.:       214-871-2015                   
                            Telephone No.:      214-871-1208                   
                            Attention:          Larry Sears (2 copies requested)
                                                                               
                            Lending Office for Prime Rate Loans:               
                            -----------------------------------                
                            National Bank of Canada, New York Branch           
                            125 West 55th Street                               
                            New York, New York 10019-5366                      
                            Attention:  Eleanor Valentine                      
                                                                               
                            Lending Office for Eurodollar Loans:               
                            -----------------------------------                
                            National Bank of Canada                            
                            125 West 55th Street                               
                            New York, New York 10019-5366                      
                            Attention:  Eleanor Valentine                       
<PAGE>
                                                                  Loan Agreement
 
                                         FINANCING LENDER:
                                         ---------------- 

                                         NATIONSBANK OF TEXAS, N.A.



                                         By:_________________________________
                                         Name:_______________________________
                                         Title:______________________________


                                 Address for Notices:
                                 ------------------- 
                                 NationsBank of Texas, N.A.
                                 901 Main Street
                                 Dallas, Texas  75202
                                 Telecopy No.:       214-508-0980
                                 Telephone No.:      214-508-3363
                                 Attention:          Kimberly Knop

                                 Lending Office for Prime Rate Loans:
                                 ----------------------------------- 
                                 NationsBank of Texas, N.A.
                                 901 Main Street
                                 Dallas, Texas  75202
                                 Attention:     Kimberly Knop

                                 Lending Office for Eurodollar Loans:
                                 ----------------------------------- 
                                 NationsBank of Texas, N.A.
                                 901 Main Street
                                 Dallas, Texas  75202
                                 Attention:     Kimberly Knop
<PAGE>

                                                                  Loan Agreement
 
                                 FINANCING LENDER:
                                 ---------------- 

                                 SOCIETE GENERALE, SOUTHWEST
                                 AGENCY



                                 By:____________________________
                                 Name:__________________________
                                 Title:_________________________


                            Address for Notices:
                            ------------------- 
                            Societe Generale
                            1111 Bagby, Suite 2020
                            Houston, Texas 77002
                            Telecopy No.:      713-650-0824
                            Telephone No.:     713-759-6318
                            Attention:         Dick Erbert

                            with a copy to:

                            Societe Generale
                            2001 Ross Avenue, Suite 4800
                            Dallas, Texas  75201
                            Attention:         Angela Aldridge

                            Lending Office for Prime Rate Loans:
                            ----------------------------------- 
                            Societe Generale
                            2001 Ross Avenue, Suite 4800
                            Dallas, Texas  75201
                            Attention:     Angela Aldridge

                            Lending Office for Eurodollar Loans:
                            ----------------------------------- 
                            Societe Generale
                            2001 Ross Avenue, Suite 4800
                            Dallas, Texas  75201
                            Attention:     Angela Aldridge
<PAGE>

                                                                  Loan Agreement
 
                                   FINANCING LENDER:
                                   ---------------- 

                                   TEXAS COMMERCE BANK NATIONAL
                                   ASSOCIATION



                                   By:___________________________
                                   Name:_________________________
                                   Title:________________________


                          Address for Notices:
                          ------------------- 
                          Texas Commerce Bank National Association
                          707 Travis Street, 7-TCB-North #79
                          Houston, Texas 77002
                          Telecopy No.:       713-216-6387
                          Telephone No.:      713-216-5656
                          Attention:          Mary Arnold

                          Lending Office for Prime Rate Loans:
                          ----------------------------------- 
                          Texas Commerce Bank National Association
                          707 Travis Street, 7-TCB-North #79
                          Houston, Texas 77002
                          Attention:    Mary Arnold

                          Lending Office for Eurodollar Loans:
                          ----------------------------------- 
                          Texas Commerce Bank National Association
                          707 Travis Street, 7-TCB-North #79
                          Houston, Texas 77002
                          Attention:    Mary Arnold
<PAGE>

                                                                  Loan Agreement

 
                                      EQUITY LENDERS:
                                      -------------- 

                                      GENERAL ELECTRIC CAPITAL
                                      CORPORATION



                                      By:__________________________
                                      Name:________________________
                                      Title:_______________________

                               Address for Notices:
                               ------------------- 
                               General Electric Capital Corporation
                               5400 LBJ Freeway, Suite 1280
                               Dallas, Texas 75240
                               Telecopy No.:       214-991-6367
                               Telephone No.:      214-419-3229
                               Attention:          Steven R. Bellah

                               Lending Office for Prime Rate Loans:
                               ----------------------------------- 
                               ___________________________________
                               ___________________________________
                               ___________________________________
                               Attention:_________________________

                               Lending Office for Eurodollar Loans:
                               ----------------------------------- 
                               ___________________________________
                               ___________________________________
                               ___________________________________
                               Attention:_________________________ 
 
<PAGE>
                                                                  Loan Agreement

                                   EXHIBIT A
                               TO LOAN AGREEMENT

                                FINANCING NOTE

$______________                                               __________________


     FOR VALUE RECEIVED, the undersigned, PARIBAS PROPERTIES, INC., a Delaware
corporation ("Maker"), promises to pay to the order of
              -----                                   
_________________________________ (the "Lender") on the Maturity Date the
                                        ------                           
principal sum of ______________________________________ DOLLARS
($__________________) pursuant to that certain Loan Agreement, dated as of
November 15, 1996 (together with all amendments and other modifications, if any,
from time to time thereafter made thereto, the "Loan Agreement"), entered into
                                                --------------                
by and among the Maker, the Agent and the various financial institutions
(including the Lender) who are, or may from time to time become, parties
thereto.  Capitalized terms used but not otherwise defined herein have the
respective meanings specified in Appendix A to the Loan Agreement.
                                 ----------                       

     Maker also promises to pay interest on the unpaid principal amount hereof
from time to time outstanding from the date hereof until maturity (whether by
acceleration or otherwise) and, after maturity, until paid, at the rates per
annum and on the dates specified in the Loan Agreement.

     Payments of both principal and interest are to be made without setoff or
counterclaim in lawful money of the United States of America in same day or
immediately available funds to the account of the Lender specified in Schedule
                                                                      --------
IV to the Participation Agreement (or to such other account as the Lender may
--                                                                           
from time to time designate in a written notice to the Maker).

     This Note is one of the Financing Notes referred to in, and evidences
indebtedness incurred under, the Loan Agreement, to which reference is made for
a description of the security for this Note and for a statement of the terms and
conditions on which the Maker is permitted and required to make prepayments and
repayments of principal of the indebtedness evidenced by this Note and on which
such indebtedness may be declared to be or automatically become immediately due
and payable.

     All parties hereto, whether as makers, endorsers, or otherwise, severally
waive presentment for payment, demand, protest and notice of dishonor.

     Except as provided in the Loan Agreement, by its acceptance of this Note
the Lender hereby agrees that, notwithstanding anything to the contrary
contained in this Note or in any other Operative Document, neither the Maker nor
any of its officers, directors or shareholders, nor any of the Maker's
successors or assigns (all such Persons being hereinafter referred to
collectively as the "Exculpated Persons"), shall be personally liable in any
                     ------------------                                     
respect for any indebtedness, liability or obligation under this Note or under
any other Operative Document including the payment of the principal of, or
interest on, this Note, or for monetary damages for the 
<PAGE>
                                                                  Loan Agreement

breach of performance of any of the covenants contained in the Loan Agreement or
any of the other Operative Documents, and that the Lender shall have no recourse
against the Maker, nor any other Exculpated Person, for any deficiency, loss or
claim for monetary damages or otherwise resulting therefrom and recourse shall
be had solely and exclusively against the Equipment, the Lessee and the
Guarantors.

     THIS NOTE HAS BEEN DELIVERED IN HOUSTON, TEXAS, AND SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF TEXAS.

                                    PARIBAS PROPERTIES, INC.,
                                    a Delaware corporation


                                    By:__________________________________
                                         Edward V. Canale, President


                                    By:__________________________________
                                         Matthew J. Cooleen, Vice President
<PAGE>
                                                                  Loan Agreement

                                   EXHIBIT B
                               TO LOAN AGREEMENT

                                  EQUITY NOTE

$______________                                              ___________________


     FOR VALUE RECEIVED, the undersigned, PARIBAS PROPERTIES, INC., a Delaware
corporation ("Maker"), promises to pay to the order of
              -----                                   
__________________________________ (the "Lender") on the Maturity Date the
                                         ------                           
principal sum of ____________________________________________ DOLLARS
($_________________) pursuant to that certain Loan Agreement, dated as of
November 15, 1996 (together with all amendments and other modifications, if any,
from time to time thereafter made thereto, the "Loan Agreement"), entered into
                                                --------------                
by and among the Maker, the Agent and the various financial institutions
(including the Lender) who are, or may from time to time become, parties
thereto.  Capitalized terms used but not otherwise defined herein have the
respective meanings specified in Appendix A to the Loan Agreement.
                                 ----------                       

     Maker also promises to pay interest on the unpaid principal amount hereof
from time to time outstanding from the date hereof until maturity (whether by
acceleration or otherwise) and, after maturity, until paid, at the rates per
annum and on the dates specified in the Loan Agreement.

     Payments of both principal and interest are to be made without setoff or
counterclaim in lawful money of the United States of America in same day or
immediately available funds to the account of the Lender specified in Schedule
                                                                      --------
IV to the Participation Agreement (or to such other account as the Lender may
--                                                                           
from time to time designate in a written notice to the Maker).

     This Note is one of the Equity Notes referred to in, and evidences
indebtedness incurred under, the Loan Agreement, to which reference is made for
a description of the security for this Note and for a statement of the terms and
conditions on which the Maker is permitted and required to make prepayments and
repayments of principal of the indebtedness evidenced by this Note and on which
such indebtedness may be declared to be or automatically become immediately due
and payable.

     All parties hereto, whether as makers, endorsers, or otherwise, severally
waive presentment for payment, demand, protest and notice of dishonor.

     Except as provided in the Loan Agreement, by its acceptance of this Note
the Lender hereby agrees that, notwithstanding anything to the contrary
contained in this Note or in any other Operative Document, neither the Maker nor
any of its officers, directors or shareholders hereof, nor any of the Maker's
successors or assigns (all such Persons being hereinafter referred to
collectively as the "Exculpated Persons"), shall be personally liable in any
                     ------------------                                     
respect for any indebtedness, liability or obligation under this Note or under
any other Operative Document including the payment of the principal of, or
interest on, this Note, or for monetary damages for the 
<PAGE>
                                                                  Loan Agreement
 
breach of performance of any of the covenants contained in the Loan Agreement or
any of the other Operative Documents, and that the Lender shall have no recourse
against the Maker, nor any other Exculpated Person, for any deficiency, loss or
claim for monetary damages or otherwise resulting therefrom and recourse shall
be had solely and exclusively against the Equipment, the Lessee and the
Guarantors.

     THIS NOTE HAS BEEN DELIVERED IN HOUSTON, TEXAS, AND SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF TEXAS.

                                    PARIBAS PROPERTIES, INC.,
                                    a Delaware corporation


                                    By:_____________________________________
                                         Edward V. Canale, President


                                    By:_____________________________________
                                         Matthew J. Cooleen, Vice President
<PAGE>
                                                                  Loan Agreement
 
                                   EXHIBIT C
                               TO LOAN AGREEMENT

                                    GUARANTY


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





                            LEASE FACILITY GUARANTY

                         dated as of November 15, 1996

                                    made by

                 MAIL-WELL I CORPORATION,  MAIL-WELL, INC., and
                         CERTAIN OF THEIR SUBSIDIARIES,
                                 as Guarantors

                                  in favor of

                        VARIOUS FINANCIAL INSTITUTIONS,
                                 as the Lenders

                                      and

                                BANQUE PARIBAS,
                            as Agent for the Lenders


================================================================================
<PAGE>
                                                                  Loan Agreement
 
                            LEASE FACILITY GUARANTY
                            -----------------------
                           (Mail-Well I Corporation)


     THIS LEASE FACILITY GUARANTY (this "Guaranty"), dated the 15th day of
                                         --------                         
November, 1996, is made by MAIL-WELL I CORPORATION, a Delaware corporation
("Lessee"), MAIL-WELL, INC., a Delaware corporation  ("Holdings"), and each of
--------                                               --------               
their subsidiaries which is a party to this Guaranty (collectively, the
"Guarantors"), in favor of the various financial institutions who are Financing
-----------                                                                    
Lenders under the Loan Agreement (together with their respective successors and
assigns, the "Financing Lenders"), and BANQUE PARIBAS, as Agent (in such
              -----------------                                         
capacity, the "Agent") for the equal and ratable benefit of itself and the
               -----                                                      
Financing Lenders.

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

                                    Recitals
                                    --------

     A.   The Financing Lenders, the financial institutions designated as the
"Equity Lenders," the Agent and Paribas Properties, Inc., a Delaware corporation
(the "Lessor"), have entered into that certain Loan Agreement (the "Loan
      ------                                                        ----
Agreement"), dated of even date herewith, providing, among other things, for
---------                                                                   
loans to be made by the Financing Lenders and the Equity Lenders in a maximum
aggregate principal amount not to exceed $30,000,000.00 (collectively, the
                                                                          
"Loans") to be used by the Lessor to purchase certain Equipment (as therein
------                                                                     
defined) from Lessee and certain of the Lessee's Subsidiaries.

     B.   Upon the consummation of the purchase of the Equipment by the Lessor,
the Lessor has agreed, as Lessor, to lease the Equipment to the Lessee pursuant
to the Master Lease.  The Loan Agreement and the Master Lease have been entered
into pursuant to the terms and provisions of that certain Participation
Agreement dated of even date herewith, entered into by Guarantors, the Lessor,
the Equity Lenders, the Financing Lenders and the Agent.

     C.   As a condition to the consummation of the transactions provided in the
Participation Agreement, the Financing Lenders have required the execution and
delivery by Guarantors of this Guaranty.

     D.   Guarantors have duly authorized the execution, delivery and
performance of this Guaranty, and the boards of directors of Guarantors have
determined that it is in their best interest to execute and deliver this
Guaranty in order to obtain the substantial benefits provided by the
Participation Agreement and other Operative Documents.

                                       1
<PAGE>
                                                                  Loan Agreement
 
                                 Agreement
                                 ---------

     NOW THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged, and in order to induce the Financing Lenders to enter into
the Loan Agreement, each of the Guarantors agree for the benefit of Financing
Lenders as follows:

     1.   Certain Defined Terms and Related Matters.
          ----------------------------------------- 

          (a) The terms used herein that are defined in the Participation
Agreement and are not otherwise defined herein shall have the meanings therefor
specified in Appendix A to the Participation Agreement and the rules of
             ----------
interpretation set forth in Appendix A shall apply to this Guaranty.

          (b) The Financing Lenders and the Agent are referred to herein
collectively as the "Guaranteed Parties", and individually as a "Guaranteed
                     ------------------                          ----------
Party".
-----  

     2.   Guaranty.  Guarantors hereby jointly and severally, unconditionally
          --------                                                           
and irrevocably, (i) guarantee the punctual payment and performance of all
Obligations of the Lessor and the Lessee, whether several or joint, to the
Guaranteed Parties, solely in their capacity as Financing Lenders and as Agent
for the Financing Lenders, as the case may be, arising under or in connection
with the Loan Agreement, the Financing Notes, and the other Operative Documents
executed in connection therewith (collectively the "Guaranteed Obligations"),
                                                    ----------------------   
including without limitation the payment of all principal and accrued interest
under the Financing Notes, and (ii) agree to indemnify and hold harmless each
Guaranteed Party from and against any and all costs and expenses (including
without limitation reasonable attorneys' fees) incurred by each Guaranteed Party
in enforcing any rights under this Guaranty.  Guarantors shall have no
obligation to any Equity Lender or the Agent in its capacity as Agent for the
Equity Lenders under this Guaranty.  This Guaranty is an absolute guaranty of
payment and performance and not a guaranty of collection.

     3.   Guaranty Absolute.  Guarantors guarantee that the Guaranteed
          -----------------                                           
Obligations will be paid strictly in accordance with the terms of the Operative
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 Guaranteed
Parties with respect thereto.  The liability of Guarantors under this Guaranty
shall be personal, absolute and unconditional irrespective of:

          (i)   any lack of validity or enforceability of any provision of any
     other Operative Document or any other agreement, document or instrument
     relating to any Operative Document, or avoidance or subordination of any of
     the Guaranteed Obligations;

          (ii)  any limitation of liability or recourse in any Operative
     Document;

          (iii) the insolvency, bankruptcy, dissolution, liquidation,
     receivership, reorganization, merger, change of form, structure or
     ownership, sale of all assets, or lack of

                                       2
<PAGE>
                                                                  Loan Agreement
 
     corporate or other power of the Lessor or any other Person at any time
     liable for the payment or performance of any or all of the Guaranteed
     Obligations;

          (iv)   either with or without notice to or consent of each of
     Guarantors, any one or more renewals, extensions, modifications or
     rearrangements of the terms of any or all of the Guaranteed Obligations or
     any of the Operative Documents, including, without limitation, material
     alterations of the terms of payment (including, without limitation, changes
     in maturity date(s) and interest rate(s)) or performance or any other terms
     thereof, or any waiver, termination, or release of, or consent to departure
     from, any of the Operative Documents, or any adjustment, indulgence,
     forbearance, extension or compromise that may be granted from time to time
     to the Guarantors, the Lessor, or any other Person at any time liable for
     the payment or performance of any or all of the Guaranteed Obligations;

          (v)    the taking or accepting of any other security or guaranty for,
     or right of recourse with respect to, any or all of the Guaranteed
     Obligations;

          (vi)   any release, surrender, abandonment, exchange, alteration, sale
     or other disposition, subordination, deterioration, waste, failure to
     protect or preserve, impairment, or loss of, or any failure to create or
     perfect any Lien or exercise any right with respect to, or any other
     dealings with, any collateral or security at any time existing or
     purported, believed or expected to exist in connection with any or all of
     the Guaranteed Obligations;

          (vii)  any partial release of the liability of any Guarantor
     hereunder, or any complete or partial release of any other guarantor of,
     any amendment or waiver of any term of any other guaranty of, or any
     consent to departure from any requirement of any other guaranty of, all or
     any of the Guaranteed Obligations;

          (viii) any neglect, lack of diligence, delay, omission, failure or
     refusal to take or prosecute (or in taking or prosecuting) any action for
     the collection or enforcement of any of the Guaranteed Obligations, or to
     foreclose or take or prosecute any action to foreclose (or in foreclosing
     or taking or prosecuting any action to foreclose) upon any security
     therefor, or to exercise (or in exercising) any other right or power with
     respect to any security therefor, or to take or prosecute (or in taking or
     prosecuting) any action in connection with any Operative Document, or any
     failure to sell or otherwise dispose of in a commercially reasonable manner
     any collateral securing any or all of the Guaranteed Obligations (excepting
     only, with respect to any such sale or other disposition of collateral, any
     such requirement imposed at the time in question by then-applicable law and
     not waiveable by Guarantors.

          (ix)   if for any reason any Guaranteed Party is required to refund
     any payment by the Lessor to such Guaranteed Party or pay the amount
     thereof to someone else;

<PAGE>
                                                                  Loan Agreement
 
          (x)    the existence of any claim, set-off or other rights that any
     Guarantor may at any time have against the Lessor, any Guaranteed Party or
     any other Person, whether or not arising in connection with this Guaranty
     or any other Loan Document;

          (xi)   the election by any of the Guaranteed Parties in any proceeding
     under chapter 11 of the Bankruptcy Code of the application of section
     1111(b)(2) of the Bankruptcy Code;

          (xii)  any borrowing or grant of a security interest by the Lessor, as
     debtor-in-possession, under section 364 of the Bankruptcy Code (U.S.) or
     section 31 of the Bankruptcy and Insolvency Act (Canada);

          (xiii) the disallowance, under section 502 of the Bankruptcy Code
     (U.S.) or section 135 of the Bankruptcy and Insolvency Act (Canada), of all
     or any portion of the claims of any of the Guaranteed Parties for payment
     of any of the Guaranteed Obligations; or

          (xiv)  any other circumstances which might otherwise constitute a
     legal or equitable discharge or defense of a Lessor or a guarantor.

Without limiting the generality of clause (ii) above, it is expressly
                                   -----------                       
acknowledged and agreed by each Guarantor that such Guarantor's guarantee of the
payment and performance of the Guaranteed Obligations hereunder is with full
recourse and personal liability, notwithstanding the fact that the liability of
Lessor for the payment of the Guaranteed Obligations is nonrecourse as and to
the extent provided for in the Operative Documents.

     4.   Waiver. (a) Guarantors hereby (i) waive (A) promptness, diligence,
          ------                                                          
presentment, protest, notice of dishonor, notice of intent to accelerate, notice
of acceleration, notice of acceptance and any and all other notices with respect
to any of the Guaranteed Obligations or this Guaranty, (B) the filing of any
claim with a court in the event of receivership or bankruptcy of the Lessor or
the Lessee, (C) protest or notice with respect to nonpayment of all or any of
the Guaranteed Obligations, (D) the benefit of any statute of limitations, (E)
any and all rights to which Guarantors may otherwise have been entitled under
any suretyship laws of the State of Texas in effect from time to time,
including, without limitation, any rights pursuant to Rule 31 of the Texas Rules
of Civil Procedure, Section 17.001 of the Texas Civil Practice and Remedies Code
and Chapter 34 of the Texas Business and Commerce Code, (F) all demands
whatsoever (and any requirement that same be made on the Lessor or any other
Person as a condition precedent to Guarantors' obligations hereunder); and (ii)
covenant and agree that this Guaranty will not be discharged except by complete
performance of the Guaranteed Obligations and any payment obligations of
Guarantors contained herein.

          (b) If, in the exercise of any of its rights and remedies, any of the
Guaranteed Parties shall forfeit any of its rights or remedies, including,
without limitation, its right to enter a deficiency judgment against the Lessor
or the Lessee or any other Person, whether because of any applicable law
pertaining to "election of remedies" or otherwise, Guarantors hereby consent to
such 

                                       4
<PAGE>
                                                                  Loan Agreement
 
action by such Guaranteed Party and waive any claim based upon such action. Any
election of remedies which results in the denial or impairment of the right of
such Guaranteed Party to seek a deficiency judgment against the Lessor or the
Lessee or any other Person shall not impair the obligations of Guarantors to pay
the full amount of the Guaranteed Obligations or any other obligation of
Guarantors contained herein.

          (c) In the event any of the Guaranteed Parties shall bid at any
foreclosure or trustee's sale or at any private sale permitted by law or under
any of the Guaranteed Obligations, such Guaranteed Party may bid all or less
than the amount of the Guaranteed Obligations and the amount of such bid need
not be paid by such Guaranteed Party but shall be credited against the
Guaranteed Obligations.  The amount of the successful bid at any such sale,
whether such Guaranteed Party or any other Person is the successful bidder,
shall, to the extent permitted by applicable law, be conclusively deemed to be
the fair market value of the Collateral and the difference between such bid
amount and the remaining balance of the Guaranteed Obligations shall, to the
extent permitted by applicable law, be conclusively deemed to be the amount of
the Guaranteed Obligations guaranteed under this Guaranty, notwithstanding that
any present or future law or court decision or ruling may have the effect of
reducing the amount of any deficiency claim to which any of the Guaranteed
Parties might otherwise be entitled by reason of such bidding at any such sale.

          (d) Guarantors agree that notwithstanding the foregoing and without
limiting the generality of the foregoing if, after the occurrence and during the
continuance of an Event of Default, any of the Guaranteed Parties is prevented
by applicable law from exercising its rights to accelerate the maturity of the
Guaranteed Obligations, to collect interest on the Guaranteed Obligations or to
enforce or exercise any other right or remedy with respect to the Guaranteed
Obligations, or the Agent is prevented from taking any action to realize on the
Collateral, Guarantors agree to pay to the Agent for the account of the
Guaranteed Parties, upon demand therefor, the amount that would otherwise have
been due and payable had such rights and remedies been permitted to be exercised
by the Guaranteed Parties.

          (e) Each Guarantor hereby assumes responsibility for keeping itself
informed of the financial condition of the Lessor and of each other guarantor of
all or any part of the Guaranteed Obligations, and of all other circumstances
bearing upon the risk of nonpayment of the Guaranteed Obligations or any part
thereof, that diligent inquiry would reveal.  Guarantors hereby agree that the
Guaranteed Parties shall have no duty to advise each of Guarantors of
information known to any of the Guaranteed Parties regarding such condition or
any such circumstance.  In the event that any of the Guaranteed Parties in its
sole discretion undertakes at any time or from time to time to provide any such
information to Guarantors, such Guaranteed Party shall be under no obligation
(i) to undertake any investigation not a part of its regular business routine,
(ii) to disclose any information which, pursuant to accepted or reasonable
banking or commercial finance practices, such Guaranteed Party wishes to
maintain confidential or (iii) to make any other or future disclosures of such
information or any other information to the Guarantors.

                                       5
<PAGE>
                                                                  Loan Agreement
 
          (f) Guarantors consent and agree that the Guaranteed Parties shall be
under no obligation to marshal any assets in favor of any Guarantor or otherwise
in connection with obtaining payment of any or all of the Guaranteed Obligations
from any Person or source.


     5.   Waiver of Subrogation.  Guarantors agree that any and all rights of
          ---------------------                                              
subrogation or similar rights which Guarantors may have against the Lessor are
hereby expressly waived unless and until the Guaranteed Obligations have been
fully and finally paid and performed, and Guarantors will not enforce any such
right against the Lessor unless and until the Guaranteed Obligations have been
fully and finally paid and performed.  Notwithstanding any payments made or
obligations performed by Guarantors by reason of this Guaranty or any other
Operative Document to which Guarantors are parties or any enforcement of or
realization on the security provided therein (including but not limited to
application of funds on account of such payments or obligations or as a result
of such enforcement or realization), Guarantors hereby irrevocably waive and
release any and all rights they may have at any time (whether arising directly
or indirectly, by operation of law, contract or otherwise) to assert any claim
against the Lessor or against any direct or indirect security on account of such
payments made or obligations performed or such enforcement of or realization on
security, including without limitation any and all rights of subrogation,
reimbursement, exoneration, contribution or indemnity, unless and until the
Guaranteed Obligations have been fully and finally paid and performed.
Notwithstanding anything to the contrary contained in this Guaranty or any other
Operative Document or applicable law, any and all of such rights of subrogation,
reimbursement, exoneration, contribution or indemnity are and shall be subject
to and limited by the nonrecourse provisions of the Loan Agreement and the
Financing Notes; it being agreed and understood by each Guarantor that none of
such rights shall in any way relate to any indebtedness, liabilities or
obligations of the Lessor which are nonrecourse to the Lessor or for which the
Lessor has no personal liability.

     6.   Covenants and Representations.  Guarantors hereby covenant and agree
          -----------------------------                                       
with the Agent and each Financing Lender that they shall perform all obligations
under the Participation Agreement that Guarantors have agreed to perform,
including without limitation each and every covenant applicable to the
Guarantors contained in the Participation Agreement.  Guarantors represent and
warrant to the Agent and each Financing Lender that (a) all representations and
warranties contained in the Participation Agreement and applicable to Guarantors
are true and correct in all material respects; (b) Guarantors and the Lessor are
members of an affiliated and integrated group of corporations and are engaged in
related businesses and supporting lines of business; (c) Guarantors has received
and will receive a direct and indirect material benefit from the transactions
evidenced by and contemplated in the Participation Agreement and the Operative
Documents; (d) this Guaranty is given by Guarantors in furtherance of its direct
and indirect business interests and corporate purposes, and is necessary to the
conduct, promotion and attainment of its businesses; (e) the value of the
consideration received and to be received by Guarantors pursuant to the
Participation Agreement, the Operative Documents and the transactions
contemplated thereby is reasonably worth at least as much as the liability and
obligation of Guarantors hereunder; and (f) the Guaranteed Obligations
constitute "Senior Indebtedness" (as that term is defined in the Borrower
Indenture as described and defined in the Mail-Well Credit Agreement), and the
Agent and the 

                                       6
<PAGE>
                                                                  Loan Agreement
 
Financing Lenders, as beneficiaries of this Guaranty, are entitled to all of the
rights of the holder of "Senior Indebtedness" (as that term is defined in the
Borrower Indenture) pursuant to the Borrower Indenture as if the Guarantors were
the primary obligors with respect to such obligations guaranteed by the
Guarantors.


     7.   Amendments, Etc.  No amendment or waiver of any provision of this
          ---------------                                                  
Guaranty, nor consent to any departure by Guarantors herefrom, shall in any
event be effective unless the same shall be in writing, approved by the Required
Financing Lenders and signed by the Agent, 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,
             -------- --------                                            
unless in writing and signed by all the Guaranteed Parties, limit the liability
of Guarantors or postpone any date fixed for payment hereunder.

     8.   Addresses for Notices.  All notices and other communications provided
          ---------------------                                                
for hereunder shall be in writing (including telex or telecopy communication)
and mailed, telexed, telecopied or hand delivered, if to the Guarantors,
addressed to them at 23 Inverness Way East, Englewood, Colorado 80112; if to any
Guaranteed Party, addressed to it at the address of such Guaranteed Party
specified in the Participation Agreement, or, as to each party, at such other
address as shall be designated by such party in a written notice to each other
party complying as to delivery with the terms of this Section 8.  All such
                                                      ---------           
notices and other communication shall, when mailed, telexed, telecopied or hand
delivered, be effective when deposited in the mails (with postage prepaid),
confirmed by telex answer back, telecopied with confirmation of receipt or hand
delivered to the addressee or its agent, respectively.

     9.   No Waiver; Remedies. (a) No failure on the part of any Guaranteed 
          -------------------                                                  
Party to exercise, and no delay in exercising, any right hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of any right
hereunder preclude any other or further exercise thereof or the exercise of any
other right. The remedies herein provided are cumulative and not exclusive of
any remedies provided by law or any of the Operative Documents.

          (b) Failure by any of the Guaranteed Parties at any time or times
hereafter to require strict performance by the Guarantors, the Lessor or any
other Person of any of the provisions, warranties, terms or conditions contained
in any of the Operative Documents now or at any time or times hereafter executed
by the Guarantors, the Lessor or such other Person and delivered to any of the
Guaranteed Parties shall not waive, affect or diminish any right of any of the
Guaranteed Parties at any time or times hereafter to demand strict performance
thereof, and such right shall not be deemed to have been modified or waived by
any course of conduct or knowledge of any of the Guaranteed Parties or any
agent, director, officer or employee of any of the Guaranteed Parties.

          (c) No waiver by the Guaranteed Parties of any default shall operate
as a waiver of any other default or the same default on a future occasion, and
no action by any of the Guaranteed Parties permitted hereunder shall in any way
affect or impair any of the rights of the Guaranteed Parties or the obligations
of each of Guarantors under this Guaranty or under any of the other

                                       7
<PAGE>
                                                                  Loan Agreement
 
Operative Documents to which they are a party. Any determination by a court of
competent jurisdiction of the amount of any principal or interest or other
amount constituting any of the Guaranteed Obligations shall be conclusive and
binding on each of Guarantors irrespective of whether each of Guarantors was a
party to the suit or action in which such determination was made.

     10.  Right of Set-off.  Upon the occurrence and during the continuance of
          ----------------                                                    
any Event of Default, each of the Guaranteed Parties is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other indebtedness at any time owing by such
Guaranteed Party to or for the credit or the account of Guarantors against any
and all of the indebtedness, liabilities and obligations of Guarantors now or
hereafter existing under this Guaranty, irrespective of whether or not such
Guaranteed Party shall have made any demand under this Guaranty and although
such indebtedness, liabilities and obligations may be contingent and unmatured.
Each of the Guaranteed Parties agrees to notify Guarantors after such setoff and
application made by such Guaranteed Party; provided, however, that the failure
                                           -----------------                  
to give such notice shall not affect the validity of such set-off and
application.  The rights of each Guaranteed Party under this Section 11 are in
                                                             ----------       
addition to all other rights and remedies (including, without limitation, other
rights of setoff) which such Guaranteed Party may have.

     11.  Continuing Guaranty; Transfer of Notes.  This Guaranty is a continuing
          --------------------------------------                                
guaranty and shall (i) remain in full force and effect until termination of the
obligations of the Financing Lenders to make the Loans, and payment in full
thereafter of the Guaranteed Obligations and all other amounts payable under
this Guaranty, (ii) be binding upon each Guarantors and its successors and
assigns, and (iii) inure to the benefit of and be enforceable by the Guaranteed
Parties and their respective successors, transferees and assigns.  Without
limiting the generality of the foregoing clause (iii), any of the Guaranteed
                                         ------------                       
Parties may assign or otherwise transfer any note held by it or Obligation owing
to it to any other Person, and such other Person shall thereupon become vested
with all the rights in respect thereof granted to such Guaranteed Party herein
or otherwise with respect to such of the notes and Obligations so transferred or
assigned, subject, however, to compliance with the provisions of Section 12.1 of
the Participation Agreement in respect of assignments.

     12.  Reinstatement.  This Guaranty shall remain in full force and effect
          -------------                                                      
and continue to be effective should any petition be filed by or against any Loan
Party for liquidation or reorganization, should any Loan Party become insolvent
or make an assignment for the benefit of creditors or should a receiver or
trustee be appointed for all or any significant part of any Loan Party's assets,
and shall, to the fullest extent permitted by law, continue to be effective or
be reinstated, as the case may be, if at any time payment and performance of the
Guaranteed Obligations, or any part thereof, is, pursuant to applicable law,
rescinded or reduced in amount, or must otherwise be restored or returned by any
obligee of the Guaranteed Obligations or such part thereof, whether as a
"voidable preference," "fraudulent transfer," or otherwise, all as though such
payment or performance had not been made.  In the event that any payment, or any
part thereof, is rescinded, reduced, restored or returned, the Guaranteed
Obligations shall, to the fullest extent 

                                       8
<PAGE>
                                                                  Loan Agreement
 
permitted by law, be reinstated and deemed reduced only by such amount paid and
not so rescinded, reduced, restored or returned.

     13.  Interest Limitation.  (a) All agreements between the Guarantors, the
          -------------------                                              
Agent or any Financing Lender, whether now existing or hereafter arising and
whether written or oral, are hereby expressly limited so that in no contingency
or event whatsoever, whether by reason of demand being made in respect of an
amount due under any Operative Document or otherwise, shall the amount paid, or
agreed to be paid, to the Agent, or any Financing Lender for the use,
forbearance or detention of the money to be loaned under the Participation
Agreement, or otherwise or for the payment or performance of any covenant or
obligation contained herein or in any other Operative Document exceed the
Maximum Rate. If, as a result of any circumstances whatsoever, fulfillment 
of any provision hereof or of any such documents, at the time performance of 
such provision shall be due, shall involve transcending the limit
of validity prescribed by applicable usury law, then, ipso facto the obligation
                                                      ---- -----               
to be fulfilled shall be reduced to the limit of such validity, and if, from any
such circumstance, the Agent, or any Financing Lender shall ever receive
interest or anything which might be deemed interest under applicable law which
would exceed the Maximum Rate, such amount which would be excessive interest
shall be applied to the amounts owing on other obligations of the Guarantors to
the Agent, or any Financing Lender under any Operative Document and not to the
payment of interest, or if such excessive interest exceeds the amounts owing on
other obligations of the Guarantors to the Agent, or any Financing Lender under
any Operative Document, as the case may be, such excess shall be refunded to the
Guarantors.  All sums paid or agreed to be paid to the Agent, or any Financing
Lender for the use, forbearance or detention of the indebtedness of the
Guarantors to the Agent or any Financing Lender shall, to the extent permitted
by applicable law, be amortized, prorated, allocated and spread throughout the
full term of such indebtedness until payment in full of the principal (including
the period of any renewal or extension thereof) so that the interest on account
of such indebtedness shall not exceed the Maximum Rate.  Notwithstanding
anything to the contrary contained in any Operative Document, it is understood
and agreed that if at any time the rate of interest which accrues on the
outstanding principal balance of any indebtedness of the Guarantors hereunder
shall exceed the Maximum Rate, the rate of interest which accrues on the
outstanding principal balance of any such indebtedness shall be limited to the
Maximum Rate, but any subsequent reductions in the rate of interest which
accrues on the outstanding principal balance of any such indebtedness shall not
reduce the rate of interest which accrues on the outstanding principal balance
of any such indebtedness below the Maximum Rate until the total amount of
interest accrued on the outstanding principal balance of any such indebtedness
equals the amount of interest which would have accrued if such interest rate had
at all times been in effect.  The terms and provisions of this Section 14 shall
                                                               ----------      
control and supersede every other provision of this Guaranty.

          (b) The parties hereto agree that if Article 1.04, Subtitle 1, Title
79 of the Revised Civil Statutes of Texas, 1925, as amended, is applicable to
the determination of the Maximum Rate, the indicated rate ceiling computed from
time to time pursuant to Section (a) of such Article shall apply, provided that,
                                                                  --------
to the extent permitted by such Article, the Agent may from time to time by
notice

                                       9
<PAGE>
                                                                  Loan Agreement
 
to Guarantors revise the election of such interest rate ceiling as such ceiling
affects the then current or future balances of any indebtedness of Guarantors
hereunder.

     14.  Descriptive Headings.  The section headings in this Guaranty have been
          --------------------                                                  
inserted for convenience only and shall be given no substantive meaning or
significance whatsoever in construing the terms and provisions of this Guaranty.


     15.  Counterparts.  This Guaranty may be executed in several counterparts,
          ------------                                                         
and by the parties hereto on separate counterparts, and each counterpart, when
so executed and delivered, shall constitute an original instrument, and all such
separate counterparts shall constitute but one and the same instrument.

     16.  Separability.  Should any paragraph, sentence, paragraph, Subsection
          ------------                                                        
or Section of this Guaranty be judicially declared to be invalid, unenforceable
or void, such decision shall not have the effect of invalidating or voiding the
remainder of this Guaranty, and Guarantors hereby agrees that the part or parts
of this Guaranty so held to be invalid, unenforceable or void will be deemed to
have been stricken herefrom and the remainder will have the same force and
effectiveness as if such part or parts had never been included herein.  Each
covenant contained in this Guaranty shall be construed (absent an express
contrary provision herein) as being independent of each other covenant contained
herein, and compliance with any one covenant shall not (absent such an express
contrary provision) be deemed to excuse compliance with one or more other
covenants.

     17.  Agent for Service of Process.  Guarantors hereby irrevocably designate
          ----------------------------                                          
The Prentice-Hall Corporation System, Inc. to receive for and on behalf of
Guarantors service of process in Texas.  Guarantors agree that the failure of
its agent for service of process to give any notice of any such service of
process to Guarantors shall not impair or affect the validity of such service or
of any judgment based thereon.  If, despite the foregoing, there is for any
reason no agent for service of process of Guarantors available to be served,
then Guarantors further irrevocably consent to the service of process by the
mailing thereof by the Agent by registered or certified mail, postage prepaid,
to the Guarantors at its address listed in Section 9 hereof.  Nothing in this
                                           ---------                         
Section 18 shall affect the right of the Agent or the Financing Lenders to serve
----------                                                                      
legal process in any other manner permitted by law or affect the right of the
Agent or any Financing Lender to bring any action or proceeding against the
Guarantors or its equipment in the courts of any other jurisdiction.

     18.  SUBMISSION TO JURISDICTION.  GUARANTORS HEREBY SUBMIT TO THE
          --------------------------                                  
NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF TEXAS AND OF ANY TEXAS STATE COURT SITTING IN HOUSTON, TEXAS, AND TO
THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
NORTHERN DISTRICT OF TEXAS AND OF ANY TEXAS STATE COURT SITTING IN DALLAS,
TEXAS, FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY. GUARANTORS IRREVOCABLY WAIVE,
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY

                                      10
<PAGE>
                                                                  Loan Agreement
 
OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF
ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH
PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

     19.  GOVERNING LAW.  THIS GUARANTY, INCLUDING THE RIGHTS, OBLIGATIONS AND
          -------------                                                       
REMEDIES HEREUNDER OF GUARANTORS, AND THE GUARANTEED PARTIES HEREOF, SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AS OPPOSED TO
CONFLICT OF LAWS PRINCIPLES) AND JUDICIAL DECISIONS OF THE STATE OF TEXAS AND
APPLICABLE FEDERAL LAW.

     20.  FINAL AGREEMENT.  THIS WRITTEN GUARANTY AND THE OTHER OPERATIVE
          ---------------                                                
DOCUMENTS TO WHICH THEY ARE PARTIES REPRESENT THE FINAL AGREEMENT BETWEEN OR
AMONG THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES HERETO.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES HERETO.

     21.  WAIVER OF JURY TRIAL.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
          --------------------                                                
LAW, GUARANTORS HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE AGENT OR THE FINANCING
LENDERS IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT THEREOF.

     22.  Guaranty Survives Foreclosure.  The Agent and the Financing Lenders,
          -----------------------------                                       
at their option and in their sole discretion, may proceed against any collateral
securing the Guaranteed Obligations by way of either judicial or non-judicial
foreclosure, and the obligations of Guarantors under this Guaranty shall survive
such foreclosure.  Guarantors understand a non-judicial foreclosure of any
security interest securing the Guaranteed Obligations could impair or eliminate
any subrogation or reimbursement rights of Guarantors may have against the
Lessor; nevertheless Guarantors hereby waive and relinquish any defense based
upon the loss of any such reimbursement or subrogation rights and any other
defense which may arise out of any applicable law now or hereafter in effect.
If any security agreement securing the Guaranteed Obligations is foreclosed
judicially or non-judicially before the Agent or the Financing Lenders proceed
against Guarantors under this Guaranty, each of Guarantors's liability for the
Guaranteed Obligations secured by such security agreement shall be the
deficiency resulting from the judicial or non-judicial sale; i.e., the
difference between the amount of the Guaranteed Obligations secured by the
security agreement on the day of the foreclosure sale (including without
limitation principal, accrued interest, attorneys' fees, late charges and costs
of foreclosure) and the amount of the successful bid at the foreclosure sale.

                                      11
<PAGE>
                                                                  Loan Agreement
 
Guarantors further waive the right to object to the amount which may be bid by
the Agent or the Lessor at any foreclosure sale.


                  [remainder of page left intentionally blank]

                                      12
<PAGE>
                                                                  Loan Agreement
 
     IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly
executed and delivered by its duly authorized officer on the date first above
written.

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

                              MAIL-WELL I CORPORATION, a Delaware
                              corporation


                              By:_____________________________________
                              Name:___________________________________
                              Title:__________________________________

                                      13
<PAGE>
                                                                  Loan Agreement
 
                              MAIL-WELL, INC., a
                              Delaware corporation


                              By:____________________________________
                              Name:__________________________________
                              Title:_________________________________

                                      14
<PAGE>
                                                                  Loan Agreement
 
                              PAVEY ENVELOPE AND TAG CORP.,
                              as a Guarantor


                              By:______________________________________
                                 Name:_________________________________
                                 Title:________________________________  

                                      15
<PAGE>
                                                                  Loan Agreement
 
                              MAIL-WELL WEST, INC.,
                              as a Guarantor


                              By:______________________________________
                                 Name:_________________________________
                                 Title:________________________________

                                      16
<PAGE>
                                                                  Loan Agreement
 
                              WISCO II, L.L.C.,
                              as a Guarantor


                              By:___________________________________
                                 Name:______________________________
                                 Title:_____________________________


                                      17
<PAGE>
                                                                  Loan Agreement
 
                              MAIL-WELL CANADA HOLDINGS, INC.,
                              as a Guarantor


                              By:_____________________________________
                                 Name:________________________________
                                 Title:_______________________________


                                      18
<PAGE>
                                                                  Loan Agreement
 
                              GRAPHIC ARTS CENTER, INC.,
                              as a Guarantor


                              By:_________________________________
                                 Name:____________________________
                                 Title:___________________________

                                      19
<PAGE>
                                                                  Loan Agreement
 
                              WISCO III, L.L.C.,
                              as a Guarantor


                              By:_______________________________
                                 Name:__________________________
                                 Title:_________________________

                                      20
<PAGE>
                                                                  Loan Agreement
 
                              WISCO ENVELOPE CORP.,
                              as a Guarantor


                              By:______________________________
                                 Name:_________________________
                                 Title:________________________


                                      21