REVOLVING CREDIT AND TERM LOAN AGREEMENT

                                      among

                                 COORSTEK, INC.,
                                    Borrower

                         BANC OF AMERICA SECURITIES LLC,
             Sole Lead Arranger, Book Manager, and Syndication Agent

                             BANK OF AMERICA, N.A.,
                              Administrative Agent,


                              ABN AMRO BANK, N.V.,
                              Documentation Agent,


                          the Co-Agents defined herein,


                                       and


                            THE LENDERS NAMED HEREIN,

                                     Lenders

                                  $270,000,000

                            SENIOR CREDIT FACILITIES

                          Dated as of December 6, 1999,
                      but effective as of December 13, 1999


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                                TABLE OF CONTENTS
                                -----------------
                                                                            Page

SECTION 1     DEFINITIONS AND TERMS............................................1
     1.1      Definitions......................................................1
     1.2      Number and Gender of Words; Other References....................21
     1.3      Accounting Principles...........................................22

SECTION 2     BORROWING PROVISIONS............................................22
     2.1      Revolver Facility...............................................22
     2.2      Term Loan A Facility............................................22
     2.3      Term Loan B Facility............................................22
     2.4      LC Subfacility..................................................23
     2.5      Swing Line Subfacility..........................................26
     2.6      Terminations or Reductions of Commitments.......................27
     2.7      Borrowing Procedure.............................................28

SECTION 3     TERMS OF PAYMENT................................................29
     3.1      Loan Accounts, Notes, and Payments..............................29
     3.2      Interest and Principal Payments.................................30
     3.3      Prepayments.....................................................31
     3.4      Interest Options................................................33
     3.5      Quotation of Rates..............................................33
     3.6      Default Rate....................................................33
     3.7      Interest Recapture..............................................33
     3.8      Interest Calculations...........................................33
     3.9      Maximum Rate....................................................34
     3.10     Interest Periods................................................34
     3.11     Conversions.....................................................34
     3.12     Order of Application............................................35
     3.13     Sharing of Payments, Etc........................................36
     3.14     Offset..........................................................36
     3.15     Booking Borrowings..............................................36
     3.16     Euro Provisions.................................................36

SECTION 4     CHANGE IN CIRCUMSTANCES.........................................37
     4.1      Increased Cost and Reduced Return...............................37
     4.2      Limitation on Types of Loans....................................38
     4.3      Illegality......................................................38
     4.4      Treatment of Affected Loans.....................................39
     4.5      Compensation....................................................39
     4.6      Taxes...........................................................39

SECTION 5     FEES............................................................41
     5.1      Treatment of Fees...............................................41
     5.2      Fees of Administrative Agent and Arranger.......................41
     5.3      Commitment Fees.................................................42
     5.4      LC Fees.........................................................42

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SECTION 6.    SECURITY; GUARANTIES............................................42
     6.1      Collateral......................................................42
     6.2      Guaranties......................................................43
     6.3      Future Liens....................................................43
     6.4      Release of Collateral...........................................43
     6.5      Negative Pledge.................................................44

SECTION 7     CONDITIONS PRECEDENT............................................44
     7.1      Conditions Precedent to Closing.................................44
     7.2      Conditions Precedent to Initial Borrowing.......................44
     7.3      Conditions Precedent to a Permitted Acquisition.................44
     7.4      Conditions Precedent to Each Borrowing..........................45
     7.5      Borrowing Notices and LC Requests...............................45

SECTION 8     REPRESENTATIONS AND WARRANTIES..................................45
     8.1      Purpose of Credit Facilities....................................45
     8.2      Existence, Good Standing, and Authority.........................46
     8.3      Subsidiaries; Capital Stock.....................................46
     8.4      Authorization and Contravention.................................46
     8.5      Binding Effect..................................................47
     8.6      Financial Statements............................................47
     8.7      Litigation, Claims, Investigations..............................47
     8.8      Taxes...........................................................47
     8.9      Environmental Matters...........................................47
     8.10     Employee Benefit Plans..........................................48
     8.11     Properties; Liens; Leases.......................................48
     8.12     Government Regulations..........................................48
     8.13     Transactions with Affiliates....................................49
     8.14     Debt............................................................49
     8.15     Material Agreements.............................................49
     8.16     Insurance.......................................................49
     8.17     Labor Matters...................................................49
     8.18     Solvency........................................................49
     8.19     Intellectual Property...........................................49
     8.20     Compliance with Laws............................................50
     8.21     The Spinoff.....................................................50
     8.22     Permitted Acquisitions..........................................50
     8.23     Regulation U....................................................51
     8.24     Tradename.......................................................51
     8.25     Year 2000 Compliance............................................51
     8.26     No Default......................................................51
     8.27     Full Disclosure.................................................51
     8.28     Perfection of Security Interests................................52

SECTION 9     COVENANTS.......................................................52
     9.1      Use of Proceeds.................................................52
     9.2      Books and Records...............................................52
     9.3      Items to be Furnished...........................................52
     9.4      Inspections.....................................................54


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     9.5      Taxes...........................................................54
     9.6      Payment of Obligations..........................................54
     9.7      Maintenance of Existence, Assets, and Business..................54
     9.8      Insurance.......................................................55
     9.9      Preservation and Protection of Rights...........................55
     9.10     Employee Benefit Plans..........................................55
     9.11     Environmental Laws..............................................55
     9.12     Debt and Guaranties.............................................56
     9.13     Liens...........................................................56
     9.14     Transactions with Affiliates....................................58
     9.15     Compliance with Laws and Documents..............................58
     9.16     Permitted Acquisitions, Subsidiary Guaranties,
              and Collateral Documents........................................58
     9.17     Assignment......................................................58
     9.18     Fiscal Year and Accounting Methods..............................58
     9.19     Government Regulations..........................................58
     9.20     Loans, Advances, and Investments................................58
     9.21     Distributions...................................................59
     9.22     Restrictions on Subsidiaries....................................59
     9.23     Sale of Assets..................................................59
     9.24     Sale-Leaseback Financings.......................................60
     9.25     Mergers and Dissolutions; Sale of Capital Stock.................60
     9.26     New Business....................................................60
     9.27     Affiliate Subordination Agreements..............................60
     9.28     Amendments to Documents.........................................60
     9.29     Year 2000 Compliance............................................61
     9.30     Financial Covenants.............................................61

SECTION 10    DEFAULT.........................................................62
     10.1     Payment of Obligation...........................................62
     10.2     Covenants.......................................................62
     10.3     Debtor Relief...................................................62
     10.4     Judgments and Attachments.......................................63
     10.5     Government Action...............................................63
     10.6     Misrepresentation...............................................63
     10.7     Change of Control...............................................63
     10.8     Default Under Other Debt and Agreements.........................63
     10.9     Employee Benefit Plans..........................................63
     10.10    Validity and Enforceability of Loan Documents...................63
     10.11    Environmental Liability.........................................64
     10.12    Pledged Stock; Collateral Documents.............................64
     10.13    LCs.............................................................64

SECTION 11    RIGHTS AND REMEDIES.............................................64
     11.1     Remedies Upon Default...........................................64
     11.2     Company Waivers.................................................65
     11.3     Performance by Administrative Agent.............................65
     11.4     Delegation of Duties and Rights.................................65
     11.5     Not in Control..................................................65
     11.6     Course of Dealing...............................................66


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         11.7     Cumulative Rights...........................................66
         11.8     Application of Proceeds.....................................66
         11.9     Certain Proceedings.........................................66
         11.10    Expenditures by Lenders.....................................66
         11.11    Judgment Currency...........................................66
         11.12    INDEMNIFICATION.............................................67

SECTION 12        AGREEMENT AMONG LENDERS.....................................67
         12.1     Administrative Agent........................................67
         12.2     Expenses....................................................69
         12.3     Proportionate Absorption of Losses..........................69
         12.4     Delegation of Duties; Reliance..............................69
         12.5     Limitation of Liability.....................................70
         12.6     Default; Collateral.........................................71
         12.7     Limitation of Liability.....................................72
         12.8     Relationship of Lenders.....................................72
         12.9     Benefits of Agreement.......................................72
         12.10    Obligations Several.........................................72
         12.11    Financial Hedges............................................72
         12.12    Agents......................................................73

SECTION 13        MISCELLANEOUS...............................................73
         13.1     Headings....................................................73
         13.2     Nonbusiness Days............................................73
         13.3     Notices.....................................................73
         13.4     Form and Number of Documents................................74
         13.5     Exceptions to Covenants.....................................74
         13.6     Survival....................................................74
         13.7     Governing Law...............................................74
         13.8     Invalid Provisions..........................................74
         13.9     Entirety....................................................74
         13.10    Jurisdiction; Venue; Service of Process; Jury Trial.........74
         13.11    Amendments, Consents, Conflicts, and Waivers................75
         13.12    Multiple Counterparts.......................................76
         13.13    Successors and Assigns; Assignments and Participations......76
         13.14    Discharge Only Upon Payment in Full; Reinstatement in
                  Certain Circumstances.......................................79

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                             SCHEDULES AND EXHIBITS
                             ----------------------

Schedule 2.1       -      Lenders and Commitments
Schedule 7.1       -      Conditions Precedent to Closing
Schedule 7.2       -      Conditions Precedent to Initial Borrowing
Schedule 7.3       -      Conditions Precedent to Permitted Acquisition
Schedule 8.3       -      Subsidiaries
Schedule 8.8       -      Taxes
Schedule 8.24      -      Tradenames
Schedule 8.28      -      Jurisdictions for filing Financing Statements
Schedule 9.12      -      Existing Debt
Schedule 9.13      -      Existing Liens
Schedule 9.20      -      Existing Investments

Exhibit A-1        -      Form of Revolver Note
Exhibit A-2        -      Form of Term Loan A Note
Exhibit A-3        -      Form of Term Loan B Note
Exhibit A-4        -      Form of Swing Line Note
Exhibit B-1        -      Form of Borrowing Notice
Exhibit B-2        -      Form of Conversion Notice
Exhibit B-3        -      Form of LC Request
Exhibit C          -      Form of Guaranty
Exhibit D          -      Form of Pledge, Assignment, and Security Agreement
Exhibit E-1        -      Form of Compliance Certificate
Exhibit E-2        -      Form of Permitted Acquisition Compliance Certificate
Exhibit E-3        -      Form of Permitted Acquisition Loan Closing Certificate
Exhibit F          -      Form of Assignment and Acceptance Agreement
Exhibit G-1        -      Form of Opinion of Counsel of Borrower
Exhibit G-2        -      Form of Opinion of Local Counsel
Exhibit G-3        -      Form of Opinion of Foreign Counsel
Exhibit H          -      Form of Affiliate Subordination Agreement



d-699365.10                        (v)                 CoorsTek Credit Agreement
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<PAGE>


                    REVOLVING CREDIT AND TERM LOAN AGREEMENT
                    ----------------------------------------

     THIS  REVOLVING  CREDIT  AND TERM  LOAN  AGREEMENT  is  entered  into as of
December 6, 1999,  among COORSTEK,  INC., a Delaware  corporation  ("Borrower"),
Lenders  (hereinafter  defined),  and BANK OF AMERICA,  N.A., as  Administrative
Agent (hereinafter  defined),  for itself and the other Lenders,  ABN AMRO BANK,
N.V.,  as  Documentation   Agent  (hereinafter   defined),   and  the  Co-Agents
(hereinafter defined).

                                    RECITALS

     A.     On the Closing Date, ACX Technologies, Inc. ("ACX") owns 100% of the
stock  of  Borrower.  On or  prior  to the  Initial  Borrowing  Date,  ACX  will
distribute 100% of the shares of Borrower's  common stock to the shareholders of
ACX in a tax-free spinoff (the "SPINOFF").

     B.    In connection with the Spinoff,  Borrower intends to pay $200,000,000
to ACX in the form of one or more of the  following:  (i) to repay  indebtedness
owed to ACX,  (ii) to fund a  Distribution  to ACX,  or  (iii) to pay ACX for an
inter-company transfer of assets.

     C.    Borrower has requested that Lenders extend  credit to Borrower in the
form of this  Revolving  Credit  and  Term  Loan  Agreement  (the  "AGREEMENT"),
providing for a revolving  loan facility in the  aggregate  principal  amount of
$95,000,000,  and two term loan facilities in the aggregate principal amounts of
$85,000,000 and $90,000,000,  to enable, among other things, the consummation of
the Spinoff and the payments to ACX associated therewith.

     D.    Upon  and  subject to the  terms  and  conditions of  this Agreement,
Lenders are willing to extend such credit to Borrower.

     Accordingly, in consideration of the mutual covenants contained herein, the
parties hereto agree, as follows:

SECTION 1  DEFINITIONS AND TERMS.

     1.1   DEFINITIONS. As used herein:

     ACQUISITION means any transaction or series of related transactions for the
purpose of, or resulting in, directly or indirectly,  (a) the acquisition by any
Company of all or substantially all of the assets of a Person or of any business
or division of a Person,  (b) the acquisition by any Company of more than 50% of
any class of  Voting  Stock  (or  similar  ownership  interests)  of any  Person
(provided that,  formation or organization of any entity shall not constitute an
"Acquisition" to the extent that the amount of the loan, advance, investment, or
capital  contribution in such entity  constitutes a permitted  investment  under
Section  9.20);  or  (c)  a  merger,   consolidation,   amalgamation,  or  other
combination  by any Company  with another  Person if a Company is the  surviving
entity;  provided that, in any merger involving  Borrower,  Borrower must be the
surviving entity.

     ACX means ACX Technologies, Inc., a Colorado corporation.

     ADJUSTED  EURODOLLAR RATE means,  for any Eurodollar Rate Borrowing for any
Interest Period therefor, the rate per annum (rounded upwards, if necessary,  to
the nearest 1/100 of 1%) determined by the  Administrative  Agent to be equal to
the quotient  obtained by dividing (a) the Eurodollar  Rate for such  Eurodollar

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Rate Borrowing for such Interest  Period by (b) 1 minus the Reserve  Requirement
for such Eurodollar Rate Borrowing for such Interest Period.

     ADMINISTRATIVE  AGENT  means  Bank  of  America,  N.A.  and  its  permitted
successors  or  assigns  as  "Administrative   Agent"  for  Lenders  under  this
Agreement.

     AFFILIATE of any Person means any other  individual  or entity who directly
or indirectly  controls,  or is controlled  by, or is under common control with,
such Person, and, for purposes of this definition only,  "control,"  "controlled
by," and "under common control with" mean possession, directly or indirectly, of
the power to direct or cause the direction of  management  or policies  (whether
through ownership of voting securities, by contract, or otherwise).

     AGENTS means,  collectively,  the  Administrative  Agent, the Documentation
Agent, and the Co-Agents.

     AGREEMENT means this Revolving  Credit and Term Loan Agreement (as the same
may  hereafter  be amended,  modified,  supplemented,  or restated  from time to
time).

     ALTERNATIVE  CURRENCY means Belgian Francs,  Deutsche Marks, Dutch Gilders,
EMU,  French  Francs,  Italian Lira,  Japanese  Yen,  Pounds  Sterling,  Spanish
Pesetas,  Swiss Francs,  and any other  currency that  Administrative  Agent has
notified Borrower,  upon its request, that Administrative Agent and Lenders have
determined to be freely  transferable and convertible  into Dollars,  so long as
(a) such currency is dealt with in the London interbank deposit market, (b) such
currency  is freely  transferable  and  convertible  into  Dollars in the London
foreign exchange market,  (c) no Governmental  Authority in the country of issue
of such  currency is required to permit use of such  currency by  Administrative
Agent for issuing LCs or honoring  drafts  presented under LCs in such currency,
and (d) there is no restriction or prohibition  under any Law against the use of
such  currency  for  such  purposes.  If,  after  the  issuance  of  an LC in an
Alternative Currency,  the Alternative Currency denominated in such LC ceases to
be lawful currency  freely-convertible into Dollars and is replaced by the Euro,
then  thereafter the  Alternative  Currency for purposes of such LC shall be the
Euro.

     APPLICABLE  LENDING  OFFICE  means,  for each  Lender  and for each Type of
Borrowing,  the "Lending Office" of such Lender (or an Affiliate of such Lender)
designated on SCHEDULE 2.1 attached hereto or such other office that such Lender
(or an Affiliate of such Lender) may from time to time specify to Administrative
Agent and Borrower by written notice in accordance with the terms hereof.

     APPLICABLE MARGIN means either:

     (a)   Solely with respect to Borrowings under the Revolver Facility and the
           Term Loan A Facility,

           (i)     on  any  date of determination occurring  on or prior to June
     30, 2000,  0.500% for Base Rate  Borrowings and 2.000% for Eurodollar  Rate
     Borrowings; or

           (ii)    on any date of  determination  occurring after June 30, 2000,
     the  percentage  per annum  set  forth in the  table  below for the Type of
     Borrowing  that   corresponds  to  the  Leverage  Ratio  at  such  date  of
     determination,  as calculated based on the quarterly Compliance Certificate
     of Borrower most recently delivered pursuant to Section 9.3 hereof:

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================================================================================
                                                  APPLICABLE MARGIN
           LEVERAGE RATIO                 ======================================
                                           BASE RATE             EURODOLLAR RATE
                                           BORROWINGS               BORROWINGS
================================================================================
          Less than 2.50:1.0                     0%                   1.500%
--------------------------------------------------------------------------------
   Greater than or equal to 2.50:1.0,
        but less than 3.00:1.0               0.250%                   1.750%
--------------------------------------------------------------------------------
   Greater than or equal to 3.00:1.0,
        but less than 3.25:1.0               0.500%                   2.000%
--------------------------------------------------------------------------------
   Greater than or equal to 3.25:1.0         0.750%                   2.250%
--------------------------------------------------------------------------------

and

     (b)   Solely with respect to Borrowings under the Term Loan B Facility,

           (i)     on any date  of  determination occurring  on or prior to June
     30, 2000,  1.250% for Base Rate  Borrowings and 2.750% for Eurodollar  Rate
     Borrowings; or

           (ii)    on  any date of  determination occurring after June 30, 2000,
     the  percentage  per annum  set  forth in the  table  below for the Type of
     Borrowing  that   corresponds  to  the  Leverage  Ratio  at  such  date  of
     determination,  as calculated based on the quarterly Compliance Certificate
     of Borrower most recently delivered pursuant to Section 9.3 hereof:

================================================================================
                                                  APPLICABLE MARGIN
           LEVERAGE RATIO                 ======================================
                                           BASE RATE             EURODOLLAR RATE
                                           BORROWINGS               BORROWINGS
================================================================================

          Less than 2.00:1.0                 1.000%                   2.500%
--------------------------------------------------------------------------------
   Greater than or equal to 2.00:1.0         1.250%                   2.750%
--------------------------------------------------------------------------------

The  provisions in ITEMS (a)(ii) and (b)(ii)  preceding are further  subject to,
the following:

           (i)     With respect to any adjustments in the Applicable Margin as a
     result of changes in the Leverage Ratio, such adjustment shall be effective
     commencing  on the second  Business  Day after the  delivery  of  Financial
     Statements (and the related  Compliance  Certificate)  pursuant to SECTIONS
     9.3(a)  and  9.3(b) or the most  recent  Permitted  Acquisition  Compliance
     Certificate for a Permitted Acquisition, as the case may be; and

           (ii)    If Borrower fails to timely furnish to Lenders the  Financial
     Statements and related Compliance  Certificates as required to be delivered
     pursuant  to  SECTIONS  9.3(a) and 9.3(b),  and such  failure  shall not be
     remedied within five days after written notice thereof from  Administrative
     Agent or any Lender,  then  (unless the Default  Rate has been  effected by
     Required  Lenders  pursuant to SECTION 3.6) the Applicable  Margin shall be
     the maximum  Applicable  Margin for such  Facility  specified in the tables
     above.

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     APPLICABLE MARGIN for Commitment Fees means either:

     (a)   on any date of  determination occurring on or  prior  to the  Initial
Borrowing Date, 0.250%; or

     (b)   on any date of determination  occurring  after the  Initial Borrowing
Date, the percentage set forth in the table below which corresponds, on any date
of  determination,  with the Leverage  Ratio at such date of  determination,  as
calculated  based on the  quarterly  Compliance  Certificates  of Borrower  most
recently delivered pursuant to SECTION 9.3 hereof.

================================================================================
               LEVERAGE RATIO                   APPLICABLE MARGIN FOR
                                                   COMMITMENT FEES
================================================================================

             Less than 3.00:1.0                              0.375%
--------------------------------------------------------------------------------
      Greater than or equal to 3.00:1.0                      0.500%
--------------------------------------------------------------------------------

The provision in ITEM (b) preceding is further subject to, the following:

           (i)     With respect to any adjustments in the Applicable  Margin for
     Commitment  Fees  as a  result  of  changes  in the  Leverage  Ratio,  such
     adjustment  shall be effective  commencing on the second Business Day after
     the  delivery  of  Financial   Statements   (and  the  related   Compliance
     Certificate)  pursuant  to  SECTIONS  9.3(a) and 9.3(b) or the most  recent
     Permitted Acquisition  Compliance  Certificate for a Permitted Acquisition,
     as the case may be; and

           (ii)    If Borrower fails to timely furnish to Lenders the  Financial
     Statements and related Compliance  Certificates as required to be delivered
     pursuant  to  SECTIONS  9.3(a) and 9.3(b),  and such  failure  shall not be
     remedied   within  five  days  after  written   notice   thereof  from  the
     Administrative  Agent  or  any  Lender,  then  the  Applicable  Margin  for
     Commitment  Fees shall be the maximum  Applicable  Margin  specified in the
     table above.

     APPROVED  FUND  means,  with  respect  to any  Lender  that  is a  fund  or
commingled investment vehicle that invests in loans, any other fund that invests
in loans and is managed or advised by the same investment advisor as such Lender
or by an Affiliate of such investment advisor.

     ARRANGER  means  Banc of  America  Securities  LLC and its  successors  and
assigns,  in its capacity as sole lead  arranger and book manager under the Loan
Documents.

     ASSUMED  TAXES  means (a) with  respect to any Equity  Issuance,  an amount
equal to such incremental annual increase in franchise or other similar Taxes as
Borrower  estimates  in good faith  shall be payable as a result of such  Equity
Issuance,  and (b) with respect to any Significant Sale, an amount equal to such
percentage (as Borrower estimates in good faith to be its effective rate) of the
taxable  gain for federal and state  income tax  purposes  with  respect to such
sale.

     AUTHORIZATIONS means all filings,  recordings,  and registrations with, and
all  validations or exemptions,  approvals,  orders,  authorizations,  consents,
franchises,   licenses,   certificates,   and  permits  from,  any  Governmental
Authority.

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     BANK OF AMERICA means Bank of America,  N.A., in its individual capacity as
a Lender, and its successors and assigns.

     BASE RATE means, for any day, the rate per annum equal to the higher of (a)
the Federal  Funds Rate for such day plus  one-half of one percent (.5%) and (b)
the Prime Rate for such day.  Any change in the Base Rate due to a change in the
Prime Rate or the Federal Funds Rate shall be effective on the effective date of
such change in the Prime Rate or the Federal Funds Rate.

     BASE RATE BORROWING  means a Borrowing  bearing  interest at the sum of the
Base Rate plus the Applicable  Margin for Base Rate  Borrowings for the relevant
Facility.

     BELGIAN  FRANCS and the  abbreviation  Bfr mean the lawful  currency of the
Kingdom of Belgium.

     BORROWER means  CoorsTek,  Inc, a Delaware  corporation,  together with any
successor or assign of Borrower permitted by the Loan Documents.

     BORROWING means any amount disbursed (a) by one or more Lenders to Borrower
under the Loan Documents (under the Revolver Facility,  the LC Subfacility,  the
Swing Line Subfacility,  the Term Loan A Facility, or the Term Loan B Facility),
whether  such  amount  constitutes  an  original   disbursement  of  funds,  the
continuation of an amount outstanding, or payment of a draft under an LC, or (b)
by any Lender in accordance  with, and to satisfy the obligations of any Company
under, any Loan Document.

     BORROWING DATE is defined in SECTION 2.7(a).

     BORROWING  NOTICE means a request for  Borrowing  made  pursuant to SECTION
2.7(a), substantially in the form of EXHIBIT B-1.

     BUSINESS  DAY means (a) for all  purposes,  any day  other  than  Saturday,
Sunday, and any other day on which commercial banking  institutions are required
or authorized by Law to be closed in Dallas, Texas, or Denver, Colorado, and (b)
in addition to the foregoing, in respect of any Eurodollar Rate Borrowing, a day
on which  dealings in Dollars are conducted in the London  interbank  market and
commercial banks are open for international business in London, England.

     CAPITAL   EXPENDITURES   means   an   expenditure   for  the   acquisition,
construction,  improvement,  or replacement of land,  buildings,  equipment,  or
other fixed or capital  assets or leaseholds  (excluding  expenditures  properly
chargeable to repairs or  maintenance)  including any obligations to pay rent or
other  amounts  under  a  Capital  Lease;   provided,   however,   that  Capital
Expenditures shall not include Permitted Acquisitions.

     CAPITAL  LEASE  means  any  capital  lease  or  sublease  which  should  be
capitalized on a balance sheet in accordance with GAAP.

     CASH EQUIVALENTS means:

           (a)     Readily marketable, direct, full faith and credit obligations
     of the United  States of America,  or  obligations  guaranteed  by the full
     faith and credit of the United States of America,  maturing within not more
     than one year from the date of acquisition;


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                                                       -------------------------
<PAGE>

           (b)     Short term certificates of deposit and  time  deposits, which
     mature within one year from the date of issuance  issued by a United States
     federal or state chartered  commercial bank of recognized  standing,  which
     has capital and unimpaired surplus in excess of $500,000,000 and which bank
     or its holding company has a short-term commercial paper rating of at least
     "A-1" or the  equivalent  by S&P or at least  "P-1"  or the  equivalent  by
     Moody's;

           (c)     Commercial paper  maturing  in 365 days or less from the date
     of issuance and rated at least "P-1" or the  equivalent by Moody's or "A-1"
     or the equivalent by S&P;

           (d)     Debt  instruments  of a  domestic i ssuer which mature in one
     year or less and which are  rated  "A" or better by  Moody's  or S&P on the
     date of acquisition of such investment;

           (e)     Demand deposit accounts which are maintained in the  ordinary
     course of business; and

           (f)     The securities of any investment company registered under the
     Investment  Company Act of 1940 that is a "money  market fund"  governed by
     the regulations of the Securities and Exchange Commission, which invests in
     any of the above or securities of companies which are rated at least "A" by
     S&P or "A2" by Moody's.

     CLOSING DATE means the date upon which this  Agreement has been executed by
Borrower,  Lenders,  and  Administrative  Agent  and  all  conditions  precedent
specified  in or  required  by  Section  7.1 have  been  satisfied  or waived in
accordance with SECTION 13.11.

     CO-AGENTS means,  collectively,  Bank One, N.A., Dresdner Bank AG, New York
and Grand Cayman Branches,  Norwest Bank Colorado,  N.A., and U.S. Bank National
Association.

     CODE means the Internal Revenue Code of 1986, as amended, together with the
rules and regulations promulgated thereunder.

     COLLATERAL has the meaning set forth in SECTION 6.1.

     COLLATERAL  DOCUMENTS  means all security  agreements,  Pledge  Agreements,
financing statements,  assignments of partnership  interests,  and Guaranties at
any time delivered to Administrative  Agent to create or evidence Liens securing
the Obligation, together with all reaffirmations,  amendments, and modifications
thereof or supplements thereto.

     COMMITMENT  PERCENTAGE means, at any date of determination,  for any Lender
with respect to a particular  Facility,  the proportion (stated as a percentage)
that its Committed Sum for such Facility  bears to the aggregate  Committed Sums
of all Lenders for such Facility.

     COMMITTED SUM means, for any Lender with respect to a particular  Facility,
at any date of determination,  the amount stated beside each Lender's name under
the heading for that Facility on the most-recently  amended SCHEDULE 2.1 to this
Agreement  (which amount is subject to increase,  reduction,  or cancellation in
accordance with this Agreement).

     COMPANIES means, at any date of determination thereof, Borrower and each of
its Subsidiaries;  and COMPANY means, on any date of determination,  Borrower or
any of its Subsidiaries.

d-699365.10                        6                   CoorsTek Credit Agreement
                                                       -------------------------

<PAGE>

     COMPLIANCE CERTIFICATE means a certificate signed by a Responsible Officer,
substantially in the form of EXHIBIT E-1.

     CONSEQUENTIAL LOSS means any amount due pursuant to SECTION 4.5.

     CONSOLIDATED  NET INCOME means,  for any period of  determination,  the net
income of the Companies,  determined on a consolidated  basis,  after Taxes, but
excluding,  (i) income from discontinued  operations,  (ii) cumulative effect of
changes in accounting principles, (iii) extraordinary items, and (iv) any equity
interests of the Companies in the unremitted  earnings of any Person that is not
a Subsidiary.

     CONSOLIDATED  NET  WORTH  means,  on any date of  determination,  the total
shareholder's equity of the Companies as the same would appear on a consolidated
balance sheet of the Companies  prepared in accordance with GAAP as of such date
of determination,  but excluding any stock, common or preferred, not both issued
and outstanding.

     CONVERSION  NOTICE means a request pursuant to SECTION 3.11,  substantially
in the form of EXHIBIT B-2.

     CURRENT  FINANCIALS  means, at the time of any determination  thereof,  the
more  recently  delivered  to Lenders of either  (a) (i) the  audited  Financial
Statements  for the fiscal  years ended  December  31,  1996 (no  balance  sheet
included),   December  31,  1997,  and  December  31,  1998,   calculated  on  a
consolidated  basis  for  the  Companies;   and  (ii)  the  unaudited  Financial
Statements  for the  six-month  period  ended  June 30,  1999,  calculated  on a
consolidated  basis for the Companies,  together with  calculations  showing pro
forma adjustments to such Financial  Statements  reflecting the Spinoff;  or (b)
the  Financial  Statements  required to be delivered  under  SECTIONS  9.3(a) or
9.3(b), as the case may be, prepared on a consolidated basis for the Companies.

     DEBT means (without duplication), for any Person, the sum of the following:
(a) all  liabilities,  obligations,  and  indebtedness  of such Person  which in
accordance  with GAAP should be classified  upon such Person's  balance sheet as
liabilities in respect of (i) money borrowed, including, without limitation, the
Principal Debt and obligations evidenced by bonds, notes,  debentures,  or other
similar instruments, (ii) obligations of such Person under Capital Leases, (iii)
obligations of such Person under non-compete agreements, and (iv) obligations of
such Person issued or assumed as the deferred  purchase  price of property,  all
conditional  sale  obligations,   and  obligations  under  any  title  retention
agreement (but excluding  trade accounts  payable arising in the ordinary course
of business  not more than 90 days past due);  (b) all  obligations  of the type
referred to in CLAUSE (a)  preceding  of other  Persons for the payment of which
such Person is responsible or liable as obligor,  guarantor,  or otherwise (each
such guaranty to constitute  Debt in an amount equal to the amount of such other
Person's Debt so  guaranteed);  (c) all  obligations  of the type referred to in
CLAUSES  (a) and (b)  preceding  of  other  Persons  secured  by any Lien on any
property or asset of such Person  (whether or not such  obligation is assumed by
such Person), the amount of such obligation being deemed to be the lesser of the
value of such property or assets or the amount of the obligation so secured; (d)
the face amount of all letters of credit and banker's acceptances issued for the
account of such  Person,  and without  duplication,  all drafts drawn and unpaid
thereunder;  (e) net payments  under  Financial  Hedges;  and (f) all Redeemable
Preferred Stock of any Company.

     DEBT  ISSUANCE  means  Debt of any  Company  issued or  incurred  after the
Closing Date, other than Permitted Debt contemplated by SECTIONS 9.12(a) through
(h).

     DEBTOR  RELIEF  LAWS  means the  Bankruptcy  Code of the  United  States of
America  and all  other  applicable  liquidation,  conservatorship,  bankruptcy,
moratorium, rearrangement,  receivership, insolvency, reorganization, fraudulent

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


<PAGE>

transfer or  conveyance,  suspension  of payments,  or similar Laws from time to
time in effect affecting the Rights of creditors generally.

     DECLINING B LENDER is defined in SECTION 3.3(e).

     DEFAULT is defined in SECTION 10.

     DEFAULT  RATE means a per annum rate of  interest  equal from day to day to
the lesser of (a) the sum of the Base Rate plus the  highest  Applicable  Margin
for Base Rate Borrowings plus 2.0% and (b) the Maximum Rate.

     DEUTSCHE  MARKS and the  abbreviation  DM mean the lawful  currency  of the
Federal Republic of Germany.

     DISTRIBUTION  for any  Person  means,  with  respect  to any  shares of any
capital  stock  or  other  equity  securities  issued  by such  Person,  (a) the
retirement,  redemption,  purchase,  or other  acquisition for value of any such
securities, (b) the declaration or payment of any dividend on or with respect to
any such  securities,  and (c) any other  payment by such Person with respect to
such securities.

     DISTRIBUTION   AGREEMENT  means  the  Distribution   Agreement  among  ACX,
Borrower,  and shareholders of ACX, dated as of December 1, 1999,  effecting the
Spinoff, together with all amendments or modifications thereto in form and terms
acceptable to Administrative Agent.

     DOCUMENTATION AGENT means ABN AMRO Bank, N.V. and its permitted  successors
and assigns as "Documentation Agent" under this Agreement.

     DOLLAR EQUIVALENT, at any time, means (a) any amount denominated in Dollars
and (b) for any amount  denominated  in an  Alternative  Currency,  an amount of
Dollars into which  Administrative  Agent  determines  that it could convert the
relevant amount of that Alternative Currency by using the applicable-quoted-spot
rate  reported  on the  appropriate  page of the  Reuters  Screen at 11:00  a.m.
(London  time) three  Business Days before the day on which the  calculation  is
made.

     DOLLARS  and the  symbol $ means  lawful  money  of the  United  States  of
America.

     Domestic  Subsidiary  means a Subsidiary  of Borrower  that is organized or
incorporated under the Laws of a jurisdiction of the United States.

     DUTCH GILDERS and the abbreviation Dfl means lawful currency of the Kingdom
of The Netherlands.

     EBITDA means,  for the Companies on a consolidated  basis, as calculated at
any date of  determination  for a specified  Rolling  Period,  the sum  (without
duplication,  without giving effect to any extraordinary  losses or gains during
such  Rolling  Period and adjusted as required to take into account any minority
ownership  interest) of (a) net income or deficit  during such  Rolling  Period,
plus (b) to the extent already  deducted in computing such net income (i) income
Tax expense  during such  Rolling  Period,  (ii)  Interest  Expense  during such
Rolling Period,  (iii) depreciation,  amortization,  and other  non-cash-expense
items during such Rolling Period, and (iv) any losses on the sale or disposition
of assets  (other than in the ordinary  course of business)  during such Rolling
Period, less (c) all other non-cash additions to income.

     ELIGIBLE ASSIGNEE means (a) a Lender; (b) an Affiliate of a Lender (so long
as such assignment is not made in conjunction  with the sale of such Affiliate);
(c) an  Approved  Fund of any  Lender;  and (d) any  other  Person  approved  by

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

<PAGE>


Administrative Agent and, unless a Default or Potential Default has occurred and
is  continuing at the time any  assignment  is effected in  accordance  with, by
Borrower  (such  approvals  will not be  unreasonably  withheld  or  delayed  by
Borrower or Administrative Agent, and any required approval of Borrower shall be
deemed  given if  Administrative  Agent  and the  assigning  Lender  receive  no
objection from Borrower within seven Business Days after notice of such proposed
assignment  has been  provided by the assigning  Lender to Borrower);  provided,
however, that neither Borrower nor any Affiliate of Borrower shall qualify as an
Eligible  Assignee.  Borrower's refusal to consent to an assignment on the basis
of an increase in borrowing costs shall not be considered unreasonable.

     EMPLOYEE PLAN means an employee pension benefit plan covered by Title IV of
ERISA or subject to the minimum funding  standards under Section 412 of the Code
and established or maintained currently or within the past six years by Borrower
or any ERISA Affiliate, but not including any Multiemployer Plan.

     EMU the European economic and monetary union.

     ENVIRONMENTAL  LAW  means  any  applicable  Law  that  relates  to (a)  the
protection of air,  groundwater,  surface  water,  soil, or other  environmental
media, (b) the protection of the environment,  including natural resources,  (c)
the regulation of any Hazardous Substances,  including,  without limitation, the
Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C.
ss.9601 et seq.) ("CERCLA"),  the Clean Air Act (42 U.S.C. ss.7401 et seq.), the
Federal  Water  Pollution  Control  Act,  as amended by the Clean  Water Act (33
U.S.C. ss.1251 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act
(7 U.S.C.  ss.136 et seq.),  the Emergency  Planning and Community Right to Know
Act  of   1986  (42  U.S.C. ss.11001  et  seq.),   the    Hazardous    Materials
Transportation  Act  (49   U.S.C.  ss.1801 et seq.), the National  Environmental
Policy Act of 1969 (42 U.S.C. ss.4321 et seq.), the Oil Pollution Act (33 U.S.C.
ss.2701  et seq.),  the  Resource  Conservation  and  Recovery   Act (42 U.S.C.
ss.6901 et seq.),  the Rivers and Harbors Act (33 U.S.C.  ss.401 et seq.),  the
Safe Drinking  Water Act (42 U.S.C. ss.201 and ss.300f et seq.), the Solid Waste
Disposal Act, as amended by the Resource Conservation  and Recovery  Act of 1976
and  the  Hazardous  and  Solid  Waste  Amendments of 1984 (42 U.S.C. ss.6901 et
seq.),  the  Toxic  Substances  Control  Act (15 U.S.C.  ss.2601  et seq.),  and
analogous state and local Laws, as any of the foregoing may have been and may be
amended or supplemented  from time to time, and any analogous  future enacted or
adopted Law, or (d) the Release or threatened Release of Hazardous Substances.

     ENVIRONMENTAL LIABILITY means any obligation, liability (including, without
limitation,  any strict liability),  loss, fine, penalty,  charge, Lien, damage,
cost,  or  expense  (excluding  any  expense  relating  to  compliance  (but not
remediation)  with any Environmental Law in the ordinary course of any Company's
business) of any kind to the extent that it results (a) from any violation of or
any obligation or liability under any Environmental  Law, (b) from the presence,
Release, or threatened Release of any Hazardous Substance, or (c) from actual or
threatened damages to natural resources.

     ENVIRONMENTAL PERMIT means any permit, license, or other Authorization from
any Governmental  Authority that is required under any Environmental Law for the
lawful conduct of any business, process, or other activity.

     EQUITY  ISSUANCE  means the  issuance on and after the Closing  Date by any
Company  of any  shares  of any  class  of  stock,  warrants,  or  other  equity
interests,  other than (a)  present  and  future  shares of stock,  options,  or
warrants  issued to employees,  or directors of any Company under the Borrower's
stock option or other benefit or compensation  plans or  arrangements,  or stock
issued  upon  their  exercise,  (b) stock  distributed  in  connection  with the
Spinoff,  (c) option or  warrants  issued to  consultants  of the  Companies  as
compensation  for actual services  rendered or stock issued upon their exercise,

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

<PAGE>

or (d) stock of Borrower  issued upon the exercise of the  warrants  issued upon
the conversion of the warrants exercisable for the purchase of 300,000 shares of
common stock of ACX.

     ERISA  means  the  Employee  Retirement  Income  Security  Act of 1974,  as
amended, and the regulations and rulings thereunder.

     ERISA  AFFILIATE  means any  company or trade or  business  (whether or not
incorporated)  which,  for purposes of Title IV of ERISA, is, or has been within
the past six years, a member of Borrower's  controlled group or which is, or has
been within the past six years,  under common  control with Borrower  within the
meaning of Section 414(b), (c), (m), or (o) of the Code.

     ERISA EVENT means any of the following:  (a) the occurrence of a Reportable
Event;  (b) the  application  for a minimum  funding  waiver with  respect to an
Employee  Plan, or becoming  obligated to file with the PBGC a notice of failure
to make a required  payment with respect to any Employee Plan; (c) the provision
by the  administrator  of any  Employee  Plan of a notice of intent to terminate
such Employee  Plan; (d) the  withdrawal by any Company or ERISA  Affiliate,  in
whole or in part, from a Multiemployer Plan; (e) the occurrence of any condition
(under ERISA,  the Code, or otherwise)  for the imposition of a Lien in favor of
the PBGC,  any Employee  Plan,  or any  Multiemployer  Plan on the assets of any
Company;  (f) the  adoption of an amendment to an Employee  Plan  requiring  the
provision of security to such  Employee  Plan;  (g)  institution  by the PBGC of
proceedings to terminate or impose  liability in respect of (other than premiums
under Section 4007 of ERISA),  any Employee Plan, or the occurrence of any event
or condition that constitutes  grounds for termination of, or the appointment of
a trustee to administer,  any Employee Plan; (h) institution by the sponsor of a
Multiemployer  Plan of proceedings to terminate or reorganize such Multiemployer
Plan, or to impose  withdrawal  liability on any Company or ERISA Affiliate with
respect  to such  Multiemployer  Plan;  (i) the  cessation  of  operations  at a
facility of any Company or any ERISA Affiliate in the circumstances described in
Section  4062(e) of ERISA;  or (j) any Company or ERISA Affiliate has engaged in
any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975
of the Code).

     EURO means the European single or common currency issued as a result of the
implementation of EMU.

     EURODOLLAR  RATE means,  for any Eurodollar Rate Borrowing for any Interest
Period  therefor,  the rate per annum  (rounded  upwards,  if necessary,  to the
nearest  1/100 of 1%) appearing on Dow Jones Markets Page 3750 (or any successor
page)  as  the  London  interbank  offered  rate  for  deposits  in  Dollars  at
approximately  11:00 a.m. (London time) two Business Days prior to the first day
of such Interest  Period for a term comparable to such Interest  Period.  If for
any reason such rate is not available,  the term  "Eurodollar  Rate" shall mean,
for any Eurodollar Rate Borrowing for any Interest Period therefor, the rate per
annum (rounded upwards,  if necessary,  to the nearest 1/100 of 1%) appearing on
Reuters  Screen LIBO Page as the London  interbank  offered rate for deposits in
Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the
first day of such Interest Period for a term comparable to such Interest Period;
provided,  however,  if more than one rate is specified  on Reuters  Screen LIBO
Page,  the  applicable  rate  shall be the  arithmetic  mean of all  such  rates
(rounded upwards, if necessary, to the nearest 1/100 of 1%).

     EURODOLLAR RATE BORROWING means a Borrowing  bearing interest at the sum of
the Adjusted  Eurodollar  Rate plus the Applicable  Margin for  Eurodollar  Rate
Borrowings for the relevant Facility.

     EXHIBIT means an exhibit to this Agreement unless otherwise specified.

d-699365.10                        10                  CoorsTek Credit Agreement
                                                       -------------------------


<PAGE>

     FACILITIES  means,  collectively,  the Revolver  Facility,  the Term Loan A
Facility,  and the Term Loan B Facility;  Facility  means,  any of the  Revolver
Facility, the Term Loan A Facility, or the Term Loan B Facility.

     FEDERAL FUNDS RATE means, for any day, the rate per annum (rounded upwards,
if necessary,  to the nearest 1/100 of 1%) determined (which determination shall
be conclusive and binding,  absent manifest error) by Administrative Agent to be
equal  to  the  weighted  average  of  the  rates  on  overnight  Federal  funds
transactions with member banks of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal  Reserve Bank of New York
on the Business Day next succeeding  such day;  provided that (a) if such day is
not a Business  Day,  the Federal  Funds Rate for such day shall be such rate on
such transactions on the next preceding Business Day as so published on the next
succeeding  Business  Day,  and (b) if no such rate is so published on such next
succeeding  Business  Day,  the  Federal  Funds  Rate for such day  shall be the
average rate charged to the Administrative Agent (in its individual capacity) on
such day on such transactions as determined by the  Administrative  Agent (which
determination shall be conclusive and binding, absent manifest error).

     FINANCIAL  HEDGE means (a) a swap,  collar,  floor,  cap, or other contract
which is intended to reduce or eliminate  the risk of  fluctuations  in interest
rates,  or (b) any other  currency  swap or hedging  arrangement  acceptable  to
Administrative Agent in its sole discretion, so long as any such Financial Hedge
obtained by any Company satisfies the following requirements:  (i) any Lender or
financial  institution  issuing such Financial  Hedge shall calculate its credit
exposure in a reasonable and customary  manner;  (ii) all documentation for such
Financial  Hedge  shall  conform to ISDA  standards  and must be  acceptable  to
Administrative  Agent with respect to any intercreditor  issues; (iii) if issued
by any Lender or any  Affiliate  of a Lender to  Borrower,  the credit  exposure
under such Financial Hedge shall be secured by Liens in and to the Collateral as
evidenced  by the  Collateral  Documents on a pari passu basis with the Liens of
Administrative  Agent  (held for the  benefit of  Lenders),  and such  Lender or
Affiliate issuing a Financial Hedge shall, by acceptance of the benefits of such
Liens in the Collateral  agree to the provisions of SECTION 12.11; and (iv) such
Financial  Hedge  shall be  incurred  in the  ordinary  course of  business  and
consistent  with  prior  business   practices  of  the  Companies  and  not  for
speculative  purposes.  For the purposes of this  Agreement,  the amount of Debt
under  any  Financial  Hedge  shall  be the  amount  of  accrued  or  liquidated
obligations of the Companies thereunder as of the date of determination.

     FINANCIAL  STATEMENTS means balance sheets,  statements of operations,  and
statements of cash flows prepared in accordance with GAAP,  which  statements of
operations  and  statements  of cash flows shall be in  comparative  form to the
corresponding  period of the preceding  fiscal year,  and which  balance  sheets
shall be in comparative form to the corresponding period of the preceding fiscal
year. In addition,  any annual Financial  Statements must include  statements of
shareholders'  equity  prepared in  accordance  with GAAP,  which  statements of
shareholders'  equity shall be in comparative  form to the prior fiscal year-end
figures.

     FOREIGN ASSETS is defined in SECTION 6.1.

     FOREIGN  SUBSIDIARY  means a  Subsidiary  of Borrower  that is organized or
incorporated under the Laws of any jurisdiction other than a jurisdiction of the
United States.

     FRENCH  FRANCS and the  abbreviation  Ffr mean the lawful  currency  of the
Republic of France.

     GAAP means  generally  accepted  accounting  principles  of the  Accounting
Principles Board of the American  Institute of Certified Public  Accountants and
the Financial Accounting Standards Board which are applicable from time to time.

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

<PAGE>

     GOVERNMENTAL AUTHORITY means any (a) local, state,  municipal,  federal, or
foreign  judicial,  executive,  or  legislative  instrumentality,   (b)  private
arbitration board or panel, or (c) central bank.

     GUARANTOR  means any Person,  including,  but not limited to, any  Domestic
Subsidiary of Borrower,  who  undertakes to be liable for all or any part of the
Obligation by execution of a Guaranty or otherwise.

     GUARANTY means (a) a Guaranty in substantially  the form and upon the terms
of EXHIBIT C, executed and delivered by any Person pursuant to the  requirements
of the  Loan  Documents;  and (b) any  amendments,  modifications,  supplements,
restatements,   ratifications,   or  reaffirmations  of  any  Guaranty  made  in
accordance with the Loan Documents.

     HAZARDOUS SUBSTANCE means (a) any substance that is designated, defined, or
classified as a hazardous waste, hazardous material, pollutant,  contaminant, or
toxic  or  hazardous  substance,  or  that is  otherwise  regulated,  under  any
Environmental Law, including without limitation,  any hazardous substance within
the meaning of Section 101(14) of CERCLA, (b) petroleum, oil, gasoline,  natural
gas, fuel oil, motor oil, waste oil,  diesel fuel, jet fuel, and other petroleum
hydrocarbons,  (c) asbestos and  asbestos-containing  materials in any form, (d)
polychlorinated biphenyls, or (e) urea formaldehyde foam.

     INITIAL BORROWING DATE means the date upon which the funding of the initial
Borrowing hereunder occurs and all conditions precedent specified in Section 7.2
have been satisfied or waived in accordance with Section 13.11.

     INTEREST  EXPENSE  means,  for any period of calculation  thereof,  for any
Person, the aggregate amount of all interest (including  commitment fees) on all
Debt of such Person,  whether paid in cash or accrued as a liability and payable
in cash during such period (including,  without limitation,  imputed interest on
Capital Lease  obligations;  the  amortization of any original issue discount on
any  Debt;  the  interest  portion  of  any  deferred  payment  obligation;  all
commissions,  discounts, and other fees and charges owed with respect to letters
of credit or bankers' acceptance financing;  net costs associated with Financial
Hedges;  and the interest component of any Debt that is guaranteed or secured by
such Person), and all cash premiums or penalties for the repayments, redemption,
or repurchase of Debt.

     INTEREST PERIOD is determined in accordance with SECTION 3.10.

     INVESTMENTS is defined in SECTION 9.20.

     ITALIAN  LIRA and the symbol Lit mean lawful  currency  of the  Republic of
Italy.

     JAPANESE YEN and the symbol (Y) mean lawful currency of Japan.

     JOINT DEFENSE  AGREEMENT  means any joint defense  agreement  among ACX and
Borrower  entered into pursuant to the terms of the Distribution  Agreement,  in
form and terms reasonably  acceptable to Administrative Agent, together with all
amendments   or   modifications   thereto  in  form  and  terms   acceptable  to
Administrative Agent.

     JUDGMENT CURRENCY is defined in SECTION 11.11.

     LAWS means all applicable  statutes,  laws,  treaties,  ordinances,  tariff
requirements, rules, regulations, orders, writs, injunctions, and decrees of any
Governmental Authority.

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

<PAGE>

     LC means any standby  letter of credit issued  hereunder by  Administrative
Agent pursuant to an LC Agreement.

     LC AGREEMENT  means a letter of credit  application  and agreement (in form
and substance  satisfactory to  Administrative  Agent)  submitted by Borrower to
Administrative  Agent for the  issuance  of an LC for the  account of  Borrower;
provided that this Agreement  shall control any conflict  between this Agreement
and any such LC Agreement.

     LC  EXPOSURE  means,  at any time and without  duplication,  the sum of the
Dollar-Equivalent  of (a) the aggregate  undrawn  portion of all uncancelled and
unexpired  LCs  plus  (b) the  aggregate  unpaid  reimbursement  obligations  of
Borrower in respect of drawings under any LC.

     LC REQUEST means a request pursuant to SECTION 2.4(a), substantially in the
form of EXHIBIT B-3.

     LC  SUBFACILITY  means  a  subfacility  of the  Revolver  Facility  for the
issuance of LCs as described in and subject to the  limitations  of Section 2.4,
under   which  the  LC   Exposure   may  never  (a)   collectively   exceed  the
Dollar-Equivalent  of $15,000,000  and (b) together with the Revolver  Principal
Debt may never exceed the Revolver Commitment.

     LENDERS means,  on any date of  determination,  the financial  institutions
named  on  SCHEDULE  2.1  (as  the  same  may be  amended  from  time to time by
Administrative  Agent to reflect the assignments made in accordance with SECTION
13.13(b)),  and subject to the terms and conditions of this Agreement, and their
respective  permitted successors and assigns (but not any Participant who is not
otherwise a party to this Agreement);  provided that, solely for purposes of any
Collateral  Document and SECTION 12,  SECTION 3.12,  SECTION  3.13,  and SECTION
3.14,  "LENDERS"  shall also  include any Lender or Affiliate of a Lender who is
party to a Financial  Hedge with Borrower and their  respective  successors  and
assigns (for purposes  hereof,  each Lender shall be deemed to have entered into
this  Agreement for and on behalf of any  Affiliate now or hereafter  party to a
Financial Hedge with Borrower).

     LEVERAGE RATIO means,  on any date of  determination,  the ratio of (i) the
Total Debt on such date to (ii) EBITDA  calculated  for the Rolling  Period then
most-recently  ended. For purposes of calculating the Leverage Ratio, EBITDA for
any Company,  as the case may be,  shall be  calculated  after giving  effect to
Acquisitions  and  divestitures of Persons (to the extent  permitted by the Loan
Documents)  during such period as if such transactions had occurred on the first
day of such  period,  regardless  of whether the effect is positive or negative.
Calculations of EBITDA for Leverage Ratio purposes shall exclude any increase in
EBITDA  which  would  be the  result  of any  expense  Borrower  projects  to be
eliminated  by any proposed  Acquisition  (but not any expense which is actually
eliminated).

     LIEN  means any lien,  mortgage,  security  interest,  pledge,  assignment,
charge,  title  retention  agreement,  or encumbrance of any kind, and any other
Right of or agreed  arrangement  with any creditor (other than under or relating
to  subordination  or  other  intercreditor  arrangements)  to  have  its  claim
satisfied out of any property or assets, or the proceeds therefrom, prior to the
general creditors of the owner thereof.

     LITIGATION means any action by or before any Governmental Authority.

     LOAN  DOCUMENTS  means  (a)  this  Agreement,  the  Notes,  the  Collateral
Documents, LCs, and LC Agreements, (b) all agreements, documents, or instruments
in favor of Agents or Lenders  ever  delivered  pursuant  to this  Agreement  or
otherwise  delivered in connection with all or any part of the Obligation on and
after the Closing Date, including,  without limitation,  all documents delivered

d-699365.10                        13                  CoorsTek Credit Agreement
                                                       -------------------------


<PAGE>

pursuant to SECTION 7.2 on or prior to the  Initial  Borrowing  Date and (c) any
and all future renewals, extensions, restatements, reaffirmations, or amendments
of, or supplements to, all or any part of the foregoing.

     LOAN  PARTIES  means,  on any  date  of  determination,  Borrower  and  all
Guarantors.

     MATERIAL ADVERSE EVENT means any one or more circumstances or events which,
individually or collectively,  could reasonably be expected to result in any (a)
material  impairment  of the  ability  of the  Companies  (taken  as a whole) to
perform any payment or other  material  obligations  under the Loan Documents or
the  ability  of  Administrative  Agent  or  any  Lender  to  enforce  any  such
obligations or any of their respective material Rights under the Loan Documents,
(b) material and adverse effect on the business, properties, liabilities (actual
or contingent),  condition  (financial or otherwise),  prospects,  or results of
operations  of the  Companies  (taken as a whole),  or (c) Default or  Potential
Default.

     MATERIAL AGREEMENT means any material written or oral agreement,  contract,
commitment,  or  understanding  to which any  Company is a party,  by which such
Company is directly or indirectly  bound, or to which any assets of such Company
may be subject  (excluding  purchase  orders for material  and  inventory in the
ordinary course of business),  which involves  revenue payable to any Company in
excess of $25,000,000 in the aggregate during any 12-month period,  or financial
obligations of any Company in excess of $10,000,000 in the aggregate  during any
12-month  period,  and which is not  cancellable by such Company upon 30 days or
less  notice  without   liability  for  further   payment  (other  than  nominal
penalties).

     MATERIAL FOREIGN  SUBSIDIARY means, on any date of determination,  based on
the most-recently  delivered  consolidated Financial Statements of the Companies
for the  four-fiscal  quarter period  then-ended,  any Foreign  Subsidiary  with
revenues greater than or equal to 5% of the total revenues of the Companies.

     MAXIMUM AMOUNT and MAXIMUM RATE  respectively  mean,  for each Lender,  the
maximum non-usurious amount and the maximum non-usurious rate of interest which,
under  applicable Law, such Lender is permitted to contract for,  charge,  take,
reserve, or receive on the Obligation.

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

     MULTIEMPLOYER  PLAN means a multiemployer plan as defined in Sections 3(37)
or 4001(a)(3) of ERISA or Section 414(f) of the Code to which any Company or any
ERISA Affiliate is making, has made, is accruing,  or has accrued, an obligation
to make  contributions or has, within any of the preceding five plan years, made
or accrued an obligation to make contributions.

     NET CASH  PROCEEDS  means (a) with respect to any  Significant  Sale,  cash
(freely  convertible  into  Dollars)  (including  any  cash  received  by way of
deferred  payment  pursuant to a promissory  note or otherwise,  but only as and
when received)  received,  on or after the date of consummation of such sale, by
any Company from such sale,  after (i) deduction of Assumed Taxes,  (ii) payment
of all usual and customary  brokerage  commissions and all other reasonable fees
and expenses related to such sale  (including,  without  limitation,  reasonable
attorneys' fees and closing costs incurred in connection with such sale),  (iii)
deduction of appropriate  amounts to be provided by Borrower or any Company as a
reserve,  in  accordance  with GAAP,  against  any  liabilities  retained by any
Company after such sale,  which  liabilities  are  associated  with the asset or
assets   being  sold,   including,   without   limitation,   pension  and  other
post-employment  benefit  liabilities and liabilities  related to  environmental
matters or against any  indemnification  obligations  associated with such sale,
and (iv)  deduction  for the  amount  of any Debt  (other  than the  Obligation)
secured by the respective  asset or assets being sold, which Debt is required to
be repaid as a result of such sale; (b) with respect to any Debt Issuance,  cash
(freely  convertible into Dollars)  received,  on or after the date of such Debt

d-699365.10                        14                  CoorsTek Credit Agreement
                                                       -------------------------
<PAGE>


Issuance,  by any  Company  from such Debt  Issuance,  after (i)  payment of all
reasonable  attorneys'  fees and usual and customary  underwriting  commissions,
closing costs, and other reasonable expenses associated with such Debt Issuance,
(ii) deduction of all deposits, escrow amounts, or other reserves required to be
maintained by any Company in connection with such Debt, and (iii) deductions for
the amount of any other Debt (other than the Obligation) which is required to be
repaid  concurrently  with or  otherwise as a result of the  incurrence  of such
Debt; and (c) with respect to any Equity Issuance, cash (freely convertible into
Dollars)  (including any cash received by way of deferred  payment pursuant to a
promissory note, or otherwise,  but only as and when received)  received,  on or
after  the date of such  Equity  Issuance,  by the  Borrower  from  such  Equity
Issuance,  net of usual and customary  transaction costs and expenses associated
with such Equity Issuance and Assumed Taxes.

     NOTES means, at the time of any determination  thereof, all outstanding and
unpaid Revolver Notes,  Term Loan A Notes, Term Loan B Notes, and the Swing Line
Note.

     OBLIGATION  means all present  and future  indebtedness,  liabilities,  and
obligations,  and all renewals and extensions thereof, or any part thereof,  now
or hereafter owed to  Administrative  Agent, any other Agent, any Lender, or any
Affiliate of any Lender by any Company  arising  from, by virtue of, or pursuant
to any Loan Document,  together with all interest accruing thereon, fees, costs,
and expenses  (including,  without limitation,  all attorneys' fees and expenses
incurred  in the  enforcement  or  collection  thereof)  payable  under the Loan
Documents;  provided that, all references to the  "Obligation" in the Collateral
Documents  and in  SECTIONS  3.12,  3.13 and 3.14,  shall,  in  addition  to the
foregoing,  also include all present and future indebtedness,  liabilities,  and
obligations (and all renewals and extensions thereof or any part thereof) now or
hereafter  owed to any Lender or any  Affiliate  of a Lender  arising  from,  by
virtue of, or pursuant to any Financial Hedge entered into by any Company.

     ORIGINAL CURRENCY is defined in SECTION 11.11.

     OSHA  means  the  Occupational  Safety and Health  Act  of  1970, 29 U.S.C.
ss.671 et seq.

     PARTICIPANT is defined in SECTION 13.13(e).

     PBGC means the  Pension  Benefit  Guaranty  Corporation,  or any  successor
thereof, established pursuant to ERISA.

     PERMITTED ACQUISITION means:

           (a)     Acquisitions  by any Company of  businesses which are engaged
     in the same or related line of business as Borrower  and its  Subsidiaries,
     with respect to which each of the  following  requirements  shall have been
     satisfied:

                   (i)     the Purchase Price of   all  Permitted   Acquisitions
           consummated in any calendar  year may not exceed  $60,000,000  in the
           aggregate nor may the portion of the Purchase Price for all Permitted
           Acquisitions  consummated  in  any  calendar  year   attributable  to
           goodwill   exceed  the  lesser  of  50%  of  the  Purchase  Price  or
           $20,000,000 in the aggregate;

                   (ii)    as of the closing of any Acquisition, the Acquisition
           has been approved  and  recommended  by the board of directors of the
           Person to be acquired or from which such business is to be acquired;


d-699365.10                        15                  CoorsTek Credit Agreement
                                                       -------------------------

<PAGE>

                   (iii)   not  less than 10 Business  Days prior to the closing
           of any  Acquisition, Borrower shall have  delivered to Administrative
           Agent a Permitted Acquisition Compliance Certificate  (A)  certifying
           compliance with the terms and conditions of the Loan Documents, after
           giving effect to the Acquisition and (B) for any  Acquisition  with a
           Purchase Price of $10,000,000 or more, including (1) pro forma income
           and balance sheet projections for the Companies  (after giving effect
           to the  Acquisition), and (2) five year cash flow projections for the
           Acquisition demonstrating  compliance with the Companies'  applicable
           financial covenants and debt amortization schedules;

                   (iv)    prior to  consummation  of any  Acquisition, Borrower
           shall  have satisfied  the  conditions precedent set forth in SECTION
           7.3;

                   (v)     as of the closing of any  Acquisition,  after  giving
           effect to such Acquisition,  the acquiring  party must be Solvent and
           the Companies, on a consolidated basis, must be Solvent;

                   (vi)    as of the closing of any  Acquisition,  no Default or
           Potential Default  shall  exist or occur as a result  of,  and  after
           giving effect to, such Acquisition; and

                   (vii)   as of the closing of  any  Acquisition,  (A) if  such
           Acquisition  is  structured as a merger, Borrower, (or if such merger
           is with  any Subsidiary of  Borrower, then a Domestic Subsidiary that
           is or becomes a Loan Party) must be the surviving entity after giving
           effect to such merger; and (B) if such Acquisition is structured as a
           stock/equity acquisition,  the  acquiring  Company shall own not less
           than a 100% interest in the entity being  acquired and such  acquired
           entity shall be a Domestic Subsidiary that becomes a Loan Party;

           (b)     Acquisitions among Companies to the  extent  permitted by and
           in accordance with SECTION 9.25; or

           (c)     Any other Acquisition for which the prior written  consent of
     Required Lenders has been obtained.

     PERMITTED ACQUISITION  COMPLIANCE CERTIFICATE means a certificate signed by
a Responsible Officer of Borrower, substantially in the form of Exhibit E-2.

     PERMITTED  ACQUISITION LOAN CLOSING  CERTIFICATE means a certificate signed
by a Responsible Officer of Borrower, substantially in the form of EXHIBIT E-3.

     PERMITTED DEBT means Debt permitted under SECTION 9.12 as described in such
Section.

     PERMITTED  LIENS means Liens  permitted  under Section 9.13 as described in
such Section.

     PERSON means any individual, entity, or Governmental Authority.

     PLEDGE AGREEMENT means (a) a Pledge,  Assignment, and Security Agreement in
substantially  the form and upon the terms of EXHIBIT D,  executed and delivered
by any Person pursuant to the  requirements  of the Loan Documents;  and (b) any
amendments,   modifications,   supplements,   restatements,   ratifications,  or
reaffirmations  of any  Pledge  Agreement  made  in  accordance  with  the  Loan
Documents.

d-699365.10                        16                  CoorsTek Credit Agreement
                                                       -------------------------

<PAGE>

     POTENTIAL  DEFAULT  means the  occurrence  of any event or existence of any
circumstance  which,  with the giving of notice or lapse of time or both,  would
become a Default.

     POUNDS  STERLING and the symbol  (pound)  means the lawful  currency of the
United Kingdom.

     PRIME RATE means the per annum rate of  interest  established  from time to
time by Bank of  America,  N.A.,  as its prime  rate,  which rate may not be the
lowest rate of interest charged by Bank of America, N.A. to its customers.

     PRINCIPAL DEBT means, at the time of any determination  thereof, the sum of
the Revolver Principal Debt, the Term Loan A Principal Debt, and the Term Loan B
Principal Debt.

     PRO  RATA  or PRO  RATA  PART,  for  each  Lender,  means  on any  date  of
determination  (a) for  purposes  of sharing  any  amount or fee  payable to any
Lender in respect of a Facility or Subfacility, the proportion which the portion
of the Principal  Debt for the applicable  Facility or Subfacility  owed to such
Lender  (whether held directly or through a  participation  in respect of the LC
Subfacility  or Swing  Line  Subfacility  and  determined  after  giving  effect
thereto)  bears  to  the  Principal  Debt  under  the  applicable   Facility  or
Subfacility  owed to all Lenders at the time in question,  and (b) for all other
purposes,  the  proportion  which the portion of the Principal Debt owed to such
Lender bears to the Principal  Debt owed to all Lenders at the time in question,
or if no Principal Debt is  outstanding,  then the proportion that the aggregate
of such Lender's Committed Sums then in effect under the Facilities bears to the
Total Commitment then in effect.

     PURCHASE  PRICE  means,  with  respect  to  any  Acquisition,  all  direct,
indirect,  and deferred  cash  payments made to or for the benefit of the Person
being acquired (or whose assets are being acquired), its shareholders, officers,
directors,  employees,  or  Affiliates  in  connection  with  such  Acquisition,
including,  without  limitation,  the  amount  of  any  Debt  being  assumed  in
connection with such  Acquisition  (subject to the limitations on Permitted Debt
hereunder),  seller financing,  and payments under non-competition or consulting
agreements  entered  into  in  connection  with  such  Acquisition  and  similar
agreements (but expressly excluding any non-cash  consideration and the value of
any stock,  options, or warrants or other Rights to acquire stock issued as part
of the  consideration  in such  transaction);  provided  that,  for the purposes
hereof,  non-competition agreements and consulting agreements shall be valued at
their present value  discounted over the term of such agreement at the Base Rate
in effect at the time of the Acquisition.

     REDEEMABLE  PREFERRED  STOCK of any Person means any preferred stock issued
by  such  Person  which  is at any  time  prior  to the  payment  in full of the
Obligation is (i) mandatorily redeemable (by sinking fund or similar payments or
otherwise),  (ii)  redeemable  at the  option of the  holder  thereof,  or (iii)
convertible into Debt.

     REGISTER is defined in SECTION 13.13(c).

     REGULATION  D means  Regulation  D of the Board of Governors of the Federal
Reserve System, as amended.

     REGULATION  U means  Regulation  U of the Board of Governors of the Federal
Reserve System, as amended.

     RELEASE means any spilling, leaking, pumping, pouring, emitting,  emptying,
discharging,   injecting,   escaping,   leaching,  dumping,  disposal,  deposit,
dispersal,  migrating, or other movement into the air, ground, or surface water,
or soil.

d-699365.10                        17                  CoorsTek Credit Agreement
                                                       -------------------------

<PAGE>


     REPORTABLE EVENT shall have the meaning  specified in Section 4043 of ERISA
or the  regulations  issued  thereunder  in  connection  with an Employee  Plan,
excluding  events for which the notice  requirement  is waived under  applicable
PBGC regulations other than those events described in sections 4043.21, 4043.24,
and  4043.28  of such  regulations,  including  each  such  provision  as it may
subsequently be renumbered.

     REPRESENTATIVES  means  representatives,  officers,  directors,  employees,
attorneys, and agents.

     REQUIRED  LENDERS  means  (a) on any  date of  determination  prior  to the
Termination Date for the Revolver Facility,  those Lenders holding 50.1% or more
of the sum of (i) the  Revolver  Commitment  plus (ii) the Term Loan A Principal
Debt  plus  (iii)  the  Term  Loan B  Principal  Debt;  and  (b) on any  date of
determination on or after the Termination Date for the Revolver Facility,  those
Lenders holding 50.1% or more of the Principal Debt.

     RESERVE  REQUIREMENT means, at any time, the maximum rate at which reserves
(including,   without  limitation,  any  marginal,  special,   supplemental,  or
emergency  reserves) are required to be maintained under regulations issued from
time to time by the Board of  Governors  of the Federal  Reserve  System (or any
successor) by member banks of the Federal Reserve System against, in the case of
Eurodollar Rate Borrowings,  "Eurocurrency liabilities" (as such term is used in
Regulation  D).  Without  limiting  the  effect of the  foregoing,  the  Reserve
Requirement  shall  reflect  any other  reserves  required  by any  Governmental
Authority to be maintained by such member banks with respect to (a) any category
of  liabilities  which  includes  deposits by  reference  to which the  Adjusted
Eurodollar Rate is to be determined, or (b) any category of extensions of credit
or  other  assets  which  include  Eurodollar  Rate  Borrowings.   The  Adjusted
Eurodollar Rate shall be adjusted  automatically on and as of the effective date
of any change in the Reserve Requirement.

     RESPONSIBLE OFFICER means the chairman, president, chief executive officer,
chief  financial  officer,  controller,  senior vice  president,  treasurer,  or
assistant treasurer of Borrower,  or, for all purposes under the Loan Documents,
any other  officer  designated  from time to time by the Board of  Directors  of
Borrower, which designated officer is acceptable to Administrative Agent.

     REVOLVER  COMMITMENT  means an amount (subject to reduction or cancellation
as herein provided) equal to $95,000,000.

     REVOLVER COMMITMENT USAGE means, at the time of any determination  thereof,
(without  duplication)  the sum of (i) the  aggregate  Revolver  Principal  Debt
(including the Swing Line Principal Debt) plus (ii) LC Exposure.

     REVOLVER  FACILITY means the credit facility as described in and subject to
the  limitations  set forth in Section 2.1 hereof,  including the LC Subfacility
and the Swing Line Subfacility.

     REVOLVER LENDERS means, on any date of determination, any Lender that has a
Committed Sum under the Revolver Facility.

     REVOLVER NOTE means a promissory note  substantially in the form of EXHIBIT
A-1, and all renewals and extensions of all or any part thereof.

     REVOLVER PRINCIPAL DEBT means, on any date of determination,  the aggregate
unpaid principal balance of all Borrowings under the Revolver Facility, together
with the aggregate  unpaid  reimbursement  obligations of Borrower in respect of
drawings under any LC.


d-699365.10                        18                  CoorsTek Credit Agreement
                                                       -------------------------


<PAGE>

     RIGHTS means rights, remedies, powers, privileges, and benefits.

     ROLLING PERIOD means,  on any date of  determination,  the most recent four
fiscal quarters ended on March 31, June 30, September 30, or December 31 (as the
case may be).

     S&P means Standard & Poor's Rating Group, a division of McGraw Hill,  Inc.,
a New York corporation, or any successor thereto.

     SCHEDULE means,  unless specified  otherwise,  a schedule  attached to this
Agreement,  as the same may be  supplemented  and modified  from time to time in
accordance with the terms of the Loan Documents.

     SIGNIFICANT SALE means any sale, lease,  transfer,  or other disposition of
any  property or assets  (tangible  or  intangible,  including  the stock of any
Company)  by any  Company  to any other  Person  (other  than any  sale,  lease,
transfer,  or other  disposition  contemplated by SECTIONS  9.23(a) through (e))
with respect to which the Net Cash  Proceeds  received by the Companies for such
asset  disposition  (or when aggregated with the Net Cash Proceeds from all such
other asset dispositions  occurring in the same calendar year) equals or exceeds
$10,000,000.

     SOLVENT means, as to a Person,  that (a) the aggregate fair market value of
such Person's assets exceeds its liabilities (whether contingent,  subordinated,
unmatured, unliquidated, or otherwise), (b) such Person has sufficient cash flow
to enable it to pay its Debts as they mature,  and (c) such Person does not have
unreasonably small capital to conduct such Person's businesses.

     SPANISH  PESETAS  and the  abbreviation  Ptas mean  lawful  currency of the
Kingdom of Spain.

     SPINOFF means the planned pro rata  Distribution to the shareholders of ACX
of all outstanding shares of Borrower.

     SPINOFF DOCUMENTS means the Distribution  Agreement  effecting the Spinoff,
the Transition Services Agreement,  the Tax Sharing Agreement, the Joint Defense
Agreement,  and all other documents or instruments  executed pursuant thereto or
in  connection   therewith,   together  with  all   amendments,   modifications,
supplements,  or  restatements  thereof  each of which is in form and upon terms
satisfactory to Administrative Agent.

     SUBFACILITIES  means,  collectively,  the LC Subfacility and the Swing Line
Subfacility;  SUBFACILITY  means,  any of the LC  Subfacility  or the Swing Line
Subfacility.

     SUBSIDIARY of any Person means (a) any entity of which an aggregate of more
than 50% (in  number of votes) of the stock is owned of record or  beneficially,
directly or  indirectly,  by such  Person,  or (b) any  partnership  (limited or
general)  of which such Person  shall at any time be the general  partner or own
more than 50% of the issued and outstanding partnership interests.

     SUBSIDIARY MERGER means the merger of the existing Domestic Subsidiaries of
Borrower with and into Borrower on terms satisfactory to Administrative Agent.

     SWING LINE BORROWING means any Borrowing under the Swing Line Subfacility.

     SWING LINE COMMITMENT means an amount (subject to availability,  reduction,
or cancellation as herein provided) equal to $10,000,000.

d-699365.10                        19                  CoorsTek Credit Agreement
                                                       -------------------------


<PAGE>

     SWING LINE LENDER means Bank of America,  N.A. and its successors as "Swing
Line Lender" under this Agreement.

     SWING  LINE  NOTE  means a  promissory  note in  substantially  the form of
EXHIBIT A-4, and all renewals and extensions of all or any part thereof.

     SWING LINE PRINCIPAL DEBT means, on any date of determination, that portion
of the Revolver Principal Debt outstanding under the Swing Line Subfacility.

     SWING LINE SUBFACILITY  means the subfacility  under the Revolver  Facility
described in, and subject to the limitations of, SECTION 2.5.

     SWISS FRANC and the abbreviation Sfr mean lawful currency of Switzerland.

     TAXES means,  for any Person,  taxes,  assessments,  or other  governmental
charges  or  levies  imposed  upon  such  Person,  its  income,  or  any  of its
properties, franchises, or assets.

     TAX  SHARING  AGREEMENT  means the Tax  Sharing  Agreement  between ACX and
Borrower,  dated  as  of  December  1,1999,  together  with  all  amendments  or
modifications thereto in form and terms acceptable to Administrative Agent

     TAX RULING is defined in SECTION 8.21.

     TERMINATION  DATE means (a) for  purposes  of the  Revolver  Facility,  the
earlier  of (x)  December  6,  2004,  and (y) the  effective  date of any  other
termination,  cancellation, or acceleration of all commitments to lend under the
Revolver Facility;  (b) for purposes of the Term Loan A Facility, the earlier of
(x)  December  6, 2004,  and (y) the  effective  date of any other  termination,
cancellation,  or acceleration of the Term Loan A Facility; and (c) for purposes
of the Term Loan B Facility,  the earlier of (x)  December 6, 2006,  and (y) the
effective date of any other  termination,  cancellation,  or acceleration of the
Term Loan B Facility.

     TERM LOAN A FACILITY means the credit  facility as described in and subject
to the limitations set forth in Section 2.2 hereof.

     TERM  LOAN  A  COMMITMENT   means  an  amount   (subject  to  reduction  or
cancellation as herein provided) equal to $85,000,000.

     TERM LOAN A LENDERS means,  on any date of  determination,  any Lender that
has a Committed Sum under the Term Loan A Facility.

     TERM  LOAN A NOTE  means a  promissory  note  substantially  in the form of
EXHIBIT A-2, and all renewals and extensions of all or any part thereof.

     TERM  LOAN A  PRINCIPAL  DEBT  means,  on any  date of  determination,  the
aggregate  unpaid  principal  balance  of all  Borrowings  under the Term Loan A
Facility.

     TERM  LOAN  B  COMMITMENT   means  an  amount   (subject  to  reduction  or
cancellation as herein provided) equal to $90,000,000.

d-699365.10                        20                  CoorsTek Credit Agreement
                                                       -------------------------


<PAGE>

     TERM LOAN B FACILITY means the credit  facility as described in and subject
to the limitations set forth in Section 2.3 hereof.

     TERM LOAN B LENDERS means,  on any date of  determination,  any Lender that
has a Committed Sum under the Term Loan B Facility.

     TERM  LOAN B NOTE  means a  promissory  note  substantially  in the form of
EXHIBIT A-3, and all renewals and extensions of all or any part thereof.

     TERM  LOAN B  PRINCIPAL  DEBT  means,  on any  date of  determination,  the
aggregate  unpaid  principal  balance  of all  Borrowings  under the Term Loan B
Facility.

     TOTAL ASSETS means, on any date of  determination,  the total assets of the
Companies,  as reflected on the most  recently-delivered  consolidated Financial
Statements of the Companies.

     TOTAL  COMMITMENT  means,  on any  date  of  determination,  the sum of all
Committed  Sums  then in effect  for all  Lenders  in  respect  of the  Revolver
Facility,  the Term Loan A Facility, and the Term Loan B Facility (as any of the
same may have been reduced or canceled as provided in the Loan Documents).

     TOTAL DEBT means, on any date of  determination,  the Debt of the Companies
determined on a consolidated basis, excluding the following:  (a) obligations of
any Company  under  non-compete  agreements,  (b) the undrawn  amounts under any
issued and outstanding letters of credit or banker's  acceptances issued for the
account of any Company,  (c) net payments under Financial  Hedges,  (d) any Debt
described in CLAUSES (c) and (f) of the  definition  of "Debt" set forth in this
SECTION 1.1, and (e)  guaranties by any Company of any Debt described in CLAUSES
(a) - (d) hereof.

     TRANSITION  SERVICES  AGREEMENT  means the  Transition  Services  Agreement
between  ACX and  Borrower  dated as of  December  1,  1999,  together  with all
amendments   or   modifications   thereto  in  form  and  terms   acceptable  to
Administrative Agent.

     TYPE means any type of  Borrowing  determined  with respect to the interest
option applicable thereto.

     UCC means the Uniform  Commercial  Code enacted in the State of New York or
other applicable jurisdiction, as amended at the time in question.

     VOTING STOCK means  securities  (as such term is defined in Section 2(1) of
the Securities Act of 1933, as amended) of any class or classes,  the holders of
which are  ordinarily,  in the  absence of  contingencies,  entitled  to elect a
majority of the corporate directors (or Persons performing similar functions).

     WHOLLY-OWNED  when used in  connection  with any  Subsidiary  shall  mean a
Subsidiary  of which all of the issued and  outstanding  shares of stock (except
shares required as directors'  qualifying  shares) shall be owned by Borrower or
one or more of its Wholly-owned Subsidiaries.

     YEAR 2000 COMPLIANT has the meaning given such term in SECTION 8.25.

     YEAR 2000 PLAN has the meaning given such term in SECTION 8.25.

     1.2   NUMBER  AND  GENDER  OF WORDS;  OTHER  REFERENCES.  Unless  otherwise
specified in the Loan Documents,  (a) where  appropriate,  the singular includes
the plural and vice versa,  and words of any gender  include each other  gender,

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<PAGE>

(b)  heading  and  caption  references  may  not be  construed  in  interpreting
provisions,  (c)  monetary  references  are to currency of the United  States of
America,  (d)  section,   paragraph,   annex,  schedule,  exhibit,  and  similar
references  are to the  particular  Loan  Document  in which they are used,  (e)
references to "telecopy,"  "facsimile," "fax," or similar terms are to facsimile
or telecopy transmissions,  (f) references to "including" mean including without
limiting the generality of any description  preceding that word, (g) the rule of
construction that references to general items that follow references to specific
items are limited to the same type or character of those  specific  items is not
applicable in the Loan  Documents,  (h)  references  to any Person  include that
Person's heirs, personal representatives,  successors,  trustees, receivers, and
permitted  assigns,  (i)  references  to any  Law  include  every  amendment  or
supplement  to it,  rule and  regulation  adopted  under it,  and  successor  or
replacement  for it, and (j)  references to any Loan Document or other  document
include every renewal and extension of it,  amendment and  supplement to it, and
replacement or substitution for it.

     1.3   ACCOUNTING PRINCIPLES.  All  accounting  and  financial terms used in
the Loan Documents and the compliance with each financial covenant therein shall
be determined in accordance with GAAP, and, all accounting  principles  shall be
applied on a consistent  basis so that the  accounting  principles  in a current
period are  comparable  in all  material  respects to those  applied  during the
preceding  comparable period. If Borrower or any Lender determines that a change
in GAAP from that in effect on the date  hereof has  altered  the  treatment  of
certain financial data to its detriment under this Agreement, such party may, by
written notice to the others and Administrative  Agent not later than sixty (60)
days after the end of the  calendar  quarter  during  which such  change in GAAP
becomes effective,  request renegotiation of the financial covenants affected by
such change.  If the  Borrower  and Required  Lenders have not agreed on revised
covenants  within  thirty (30) days after  delivery of such  notice,  then,  for
purposes  of this  Agreement,  GAAP  will  mean  generally  accepted  accounting
principles on the date just prior to the date on which the change that gave rise
to the renegotiation occurred.

SECTION 2  BORROWING PROVISIONS.

     2.1   REVOLVER FACILITY.  Each Revolver Lender severally,  but not jointly,
agrees to lend to Borrower such Revolver Lender's  Commitment  Percentage of one
or more  Borrowings  under the  Revolver  Facility  not to exceed such  Revolver
Lender's  Committed Sum under the Revolver  Facility,  which  Borrowings  may be
repaid  and  reborrowed  from  time to time in  accordance  with the  terms  and
provisions of the Loan  Documents;  provided  that, (a) each such Borrowing must
occur on a Business  Day on and after the  Initial  Borrowing  Date and no later
than  the  Business  Day  immediately  preceding  the  Termination  Date for the
Revolver  Facility;  (b) each such Borrowing shall be in an amount not less than
$2,000,000 or a greater  integral  multiple of  $1,000,000 if a Eurodollar  Rate
Borrowing, or $500,000 or a greater integral multiple of $100,000 if a Base Rate
Borrowing or Swing Line  Borrowing,  and (c) on any date of  determination,  the
Revolver Commitment Usage shall never exceed the Revolver Commitment.

     2.2   TERM LOAN A FACILITY.  Each  Term  Loan A Lender  severally,  but not
jointly,  agrees  to lend to  Borrower  in a  single  Borrowing  on the  Initial
Borrowing Date such Term Loan A Lender's Commitment  Percentage of the Term Loan
A Commitment. If all or any portion of the Term Loan A Principal Debt is paid or
prepaid, then the amount so repaid may not be reborrowed.

     2.3   TERM LOAN B FACILITY.  Each  Term  Loan B Lender  severally,  but not
jointly,  agrees  to lend to  Borrower  in a  single  Borrowing  on the  Initial
Borrowing Date such Term Loan B Lender's Commitment  Percentage of the Term Loan
B Commitment. If all or any portion of the Term Loan B Principal Debt is paid or
prepaid, then the amount so repaid may not be reborrowed.


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<PAGE>

     2.4   LC SUBFACILITY.

           (a)     CONDITIONS.  Subject  to  the  terms  and  conditions of this
     Agreement  and  applicable  Law,  Administrative  Agent agrees to issue LCs
     (denominated  in Dollars  or, upon  Borrower's  request and subject to this
     SECTION  2.4,  in an  Alternative  Currency)  upon  Borrower's  application
     therefor by  delivering  to  Administrative  Agent a properly  completed LC
     Request  and  an  LC   Agreement,   both  of  which  must  be  received  by
     Administrative  Agent no later  than 10:00  a.m.  Dallas,  Texas time three
     Business  Days before the Business  Day on which the  requested LC is to be
     issued, so long as (i) on any date of determination and after giving effect
     to any LC to be issued on such date, the Dollar  Equivalent of the Revolver
     Commitment Usage shall never exceed the Revolver Commitment then in effect,
     (ii) on any date of  determination  and after giving effect to any LC to be
     issued on such date,  the Dollar  Equivalent of the LC Exposure shall never
     exceed  $15,000,000  (as such  commitment  under the LC Subfacility  may be
     reduced or canceled as herein  provided),  (iii) at the time of issuance of
     such LC, no Default or Potential Default shall exist, and (iv) each LC must
     expire no later than the  earlier of the 30th day prior to the  Termination
     Date for the  Revolver  Facility  or one year from its  issuance;  provided
     that, any LC may provide for automatic  renewal for successive twelve month
     periods (but no renewal  period may extend beyond the 30th day prior to the
     Termination Date for the Revolver Facility) unless Administrative Agent has
     given prior  notice to the  applicable  beneficiary  of its election not to
     extend such LC.

           (b)     PARTICIPATIONS.   Immediately    upon    the    issuance   by
     Administrative  Agent of any LC,  Administrative  Agent  shall be deemed to
     have sold and  transferred  to each other Revolver  Lender,  and each other
     such Revolver  Lender shall be deemed  irrevocably and  unconditionally  to
     have purchased and received from Administrative  Agent, without recourse or
     warranty,  an undivided interest and  participation,  to the extent of such
     Revolver Lender's Commitment  Percentage (based upon the Revolver Facility)
     in the Dollar Equivalent of such LC, the LC Agreement related thereto,  and
     all Rights of Administrative Agent in respect thereof (other than Rights to
     receive certain fees provided for in SECTION 5.4(b)).

           (c)     REIMBURSEMENT  OBLIGATION.  To induce Administrative Agent to
     issue and maintain LCs and to induce  Revolver  Lenders to  participate  in
     issued LCs, Borrower agrees to pay or reimburse Administrative Agent (i) no
     later than one  Business Day after the date on which any draft is presented
     under any LC, the  Dollar-Equivalent  of the amount of any draft paid or to
     be paid by Administrative Agent and (ii) promptly,  upon demand, the amount
     of any  fees  (in  addition  to the  fees  described  in  SECTION  5) which
     Administrative  Agent customarily  charges for amending LC Agreements,  for
     honoring  drafts  under  letters of credit,  and taking  similar  action in
     connection  with  letters  of  credit.   If  Borrower  has  not  reimbursed
     Administrative  Agent for any draft paid or to be paid within one  Business
     Day after such draft is  presented  under any LC,  Administrative  Agent is
     hereby  irrevocably  authorized  to  fund  the  Dollar  Equivalent  of such
     reimbursement obligations as a Base Rate Borrowing (denominated in Dollars)
     under  the  Revolver  Facility  to the  extent of  availability  and if the
     conditions precedent in this Agreement for such a Borrowing (other than any
     notice  requirements  or minimum funding  amounts) have, to  Administrative
     Agent's knowledge,  been satisfied. The proceeds of such Borrowing shall be
     advanced directly to  Administrative  Agent in payment of Borrower's unpaid
     reimbursement  obligations.  If for any  reason,  funds  cannot be advanced
     under the Revolver Facility, then Borrower's reimbursement obligation shall
     constitute a demand obligation.  Borrower's  obligations under this SECTION
     2.4(c) are absolute and  unconditional  under any and all circumstances and
     irrespective  of any  setoff,  counterclaim,  or defense  to payment  which
     Borrower  may have at any time  against  Administrative  Agent or any other
     Person.  From the date that  Administrative  Agent pays a draft under an LC
     until the related reimbursement obligation of Borrower is paid or funded by

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<PAGE>

     proceeds of a  Borrowing,  the Dollar  Equivalent  of unpaid  reimbursement
     obligations  shall  accrue  interest at the  Default  Rate,  which  accrued
     interest shall be payable on demand.

           (d)     GENERAL.  Administrative Agent shall promptly notify Borrower
     of the date and the Dollar  Equivalent of the amount of any draft presented
     for  honor  under any LC (but  failure  to give any such  notice  shall not
     affect Borrower's  obligations under this Agreement).  Administrative Agent
     shall pay the Dollar Equivalent of the requested amount upon presentment of
     a draft for honor unless such  presentment on its face does not comply with
     the terms of the applicable LC. When making payment,  Administrative  Agent
     may  disregard  (i) any default or potential  default that exists under any
     other  agreement and (ii) the  obligations  under any other  agreement that
     have or have not been performed by the beneficiary or any other Person (and
     Administrative  Agent shall not be liable for any  obligation of any Person
     thereunder).  Borrower's reimbursement  obligations to Administrative Agent
     and  Revolver   Lenders,   and  each  Revolver   Lender's   obligations  to
     Administrative Agent, under this SECTION 2.4 are absolute and unconditional
     irrespective of, and  Administrative  Agent is not responsible for, (i) the
     validity,   enforceability,   sufficiency,   accuracy,  or  genuineness  of
     documents or endorsements  which appear  appropriate on their face (even if
     they are in any respect invalid, unenforceable,  insufficient,  inaccurate,
     fraudulent,  or  forged),  (ii)  any  dispute  by any  Company  with or any
     Company's claims, setoffs, defenses, counterclaims, or other Rights against
     Administrative  Agent, any Revolver Lender,  or any other Person,  or (iii)
     the  occurrence of any Potential  Default or Default.  However,  nothing in
     this  SECTION  2.4  constitutes  a waiver of the Rights of  Borrower or any
     Revolver  Lender  to  assert  any  claim or  defense  based  upon the gross
     negligence or willful misconduct of Administrative Agent. To the extent any
     Revolver Lender has funded its ratable share of any draft under an LC, then
     Administrative  Agent  shall  promptly  distribute  reimbursement  payments
     received  from Borrower to such  Revolver  Lender  according to its ratable
     share.  In the event any  payment by Borrower  received  by  Administrative
     Agent with respect to an LC and distributed to Revolver  Lenders on account
     of their  participations  therein  is  thereafter  set aside,  avoided,  or
     recovered from  Administrative  Agent in connection with any  receivership,
     liquidation,  or bankruptcy proceeding, each Revolver Lender which received
     such distribution  shall, upon demand by Administrative  Agent,  contribute
     such  Revolver  Lender's  ratable  portion of the Dollar  Equivalent of the
     amount set aside, avoided, or recovered, together with interest at the rate
     required to be paid by Administrative  Agent upon the amount required to be
     repaid by it.

           (e)     OBLIGATION  OF LENDERS.   If Borrower   fails  to   reimburse
     Administrative  Agent as  provided  in SECTION  2.4(c) and funds  cannot be
     advanced  under  the  Revolver   Facility  to  satisfy  the   reimbursement
     obligations,  then Administrative Agent shall promptly notify each Revolver
     Lender of Borrower's  failure, of the date and the Dollar Equivalent of the
     amount  of  the  draft  paid,  and of  such  Revolver  Lender's  Commitment
     Percentage (based upon the Revolver Facility) thereof. Each Revolver Lender
     shall promptly and unconditionally fund its participation  interest in such
     unreimbursed  draft by making available to Administrative  Agent in Dollars
     in immediately available funds such Revolver Lender's Commitment Percentage
     (based  upon  the  Revolver  Facility)  of  the  Dollar  Equivalent  of the
     unreimbursed draft. Funds are due and payable to Administrative Agent on or
     before the close of business on the Business Day when Administrative  Agent
     gives notice to each Revolver  Lender of Borrower's  reimbursement  failure
     (if given prior to 1:00 p.m., Dallas, Texas time) or on the next succeeding
     Business Day (if notice was given after 1:00 p.m., Dallas, Texas time). All
     amounts payable by any Revolver Lender shall accrue interest at the Federal
     Funds  Rate  from the day the  applicable  draft is paid by  Administrative
     Agent to (but not  including)  the date the amount is paid by the  Revolver
     Lender to Administrative Agent.

           (f)     DUTIES   OF   ADMINISTRATIVE   AGENT   AS   ISSUING   LENDER.
     Administrative Agent agrees with each Revolver Lender that it will exercise
     and give the same  care and  attention  to each LC as it gives to its other


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<PAGE>

     letters of credit.  Administrative  Agent's sole liability to each Revolver
     Lender with  respect to such LCs (other  than  liability  arising  from the
     gross negligence or willful misconduct of Administrative Agent) shall be to
     distribute   promptly  to  each   Revolver   Lender  who  has   acquired  a
     participating  interest  therein such Revolver  Lender's ratable portion of
     any payments made to  Administrative  Agent by Borrower pursuant to SECTION
     2.4(d).  Each Revolver  Lender and Borrower  agree that, in paying any draw
     under any LC,  Administrative  Agent shall not have any  responsibility  to
     obtain any document  (other than any documents  required by the  respective
     LC)  or  to   ascertain   or  inquire  as  to  any   document's   validity,
     enforceability,  sufficiency,  accuracy, or genuineness or the authority of
     any Person  delivering any such document.  Administrative  Agent,  Revolver
     Lenders,  and their respective  Representatives  shall not be liable to any
     other Lender or any Company for any LCs use or for any  beneficiary's  acts
     or omissions.  Any action,  inaction,  error,  delay,  or omission taken or
     suffered by Administrative Agent or any of its Representatives  under or in
     connection   with  any  LC,   applicable   drafts  or  documents,   or  the
     transmission, dispatch, or delivery of any related message or advice, if in
     good faith and in conformity with such Laws as Administrative  Agent or any
     of its  Representatives  may deem  applicable  and in  accordance  with the
     standards  of care  specified  in the  Uniform  Customs  and  Practice  for
     Documentary Credits issued by the International  Chamber of Commerce, as in
     effect on the date of issue of such LC, shall be binding upon the Companies
     and  Lenders  and  shall  not  place  Administrative  Agent  or  any of its
     Representatives under any resulting liability to any Company or any Lender.

           (g)     CASH COLLATERAL.  On the Termination  Date  for the  Revolver
     Facility,  or upon any demand by  Administrative  Agent upon the occurrence
     and  during  the  continuance  of a  Default,  Borrower  shall  provide  to
     Administrative  Agent, for the benefit of Revolver Lenders, and does hereby
     grant and convey to, and create in favor of  Administrative  Agent, for the
     benefit of Revolver Lenders,  a first priority Lien in, (i) cash collateral
     in Dollars in an amount  equal to 110% of the Dollar  Equivalent  of the LC
     Exposure  existing on such date,  such cash and all interest  thereon shall
     constitute  cash  collateral  for all LCs,  and (ii) such  additional  cash
     collateral as Administrative  Agent may from time to time require,  so that
     the cash  collateral  amount shall at all times equal or exceed 110% of the
     Dollar Equivalent of the LC Exposure.  On any date prior to the Termination
     Date  for  the  Revolver   Facility  that  the  LC  Exposure   exceeds  the
     then-effective commitment under the LC Subfacility,  Borrower shall provide
     to  Administrative  Agent,  for the benefit of Revolver  Lenders,  (i) cash
     collateral in Dollars in an amount equal to 110% of the amount by which the
     Dollar  Equivalent  of the LC Exposure  existing  on such date  exceeds the
     then-effective  commitment  under  the LC  Subfacility,  such  cash and all
     interest  thereon shall  constitute  cash  collateral for all LCs, and (ii)
     such additional cash  collateral as  Administrative  Agent may from time to
     time require,  so that the cash collateral  amount shall at all times equal
     or  exceed  110% of the  amount by which the  Dollar  Equivalent  of the LC
     Exposure  exceeds the  then-effective  commitment under the LC Subfacility.
     Any cash  collateral  deposited  under this  CLAUSE (g),  and all  interest
     earned  thereon,  shall be held by  Administrative  Agent and  invested and
     reinvested  at the expense and the written  direction of Borrower,  in U.S.
     Treasury  Bills  with  maturities  of no more than 90 days from the date of
     investment.

           (h)     INDEMNIFICATION.  BORROWER SHALL PROTECT, INDEMNIFY, PAY, AND
     SAVE  ADMINISTRATIVE  AGENT AND EACH LENDER  HARMLESS  FROM AND AGAINST THE
     DOLLAR EQUIVALENT OF ANY AND ALL CLAIMS, DEMANDS, LIABILITIES,  DAMAGES, OR
     LOSSES OF, OR OWED TO THIRD PARTIES (INCLUDING ANY OF THE FOREGOING ARISING
     FROM THE NEGLIGENCE OF ADMINISTRATIVE  AGENT,  LENDERS, OR THEIR RESPECTIVE
     REPRESENTATIVES),  AND ANY AND ALL RELATED  COSTS,  CHARGES,  AND  EXPENSES
     (INCLUDING  REASONABLE ATTORNEYS' FEES), WHICH ADMINISTRATIVE AGENT, OR ANY
     LENDER MAY INCUR OR BE SUBJECT TO AS A CONSEQUENCE,  DIRECT OR INDIRECT, OF
     (A) THE ISSUANCE OF ANY LC, (B) ANY DISPUTE ABOUT AN LC, OR (C) THE FAILURE

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<PAGE>

     OF  ADMINISTRATIVE  AGENT TO HONOR A DRAFT UNDER SUCH LC AS A RESULT OF ANY
     ACT OR  OMISSION  (WHETHER  RIGHT  OR  WRONG)  OF  ANY  PRESENT  OR  FUTURE
     GOVERNMENTAL  AUTHORITY.  HOWEVER,  NO  PERSON  IS  ENTITLED  TO  INDEMNITY
     HEREUNDER FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE FOREGOING
     INDEMNITY  PROVISIONS  SHALL  SURVIVE THE  SATISFACTION  AND PAYMENT OF THE
     OBLIGATION AND TERMINATION OF THIS AGREEMENT.

           (i)     LC AGREEMENTS.  Although referenced in any LC,  terms  of any
     particular  agreement  or  other  obligation  to the  beneficiary  are  not
     incorporated into this Agreement in any manner.  The fees and other amounts
     payable with respect to each LC are as provided in this  Agreement,  drafts
     under any LC shall be deemed  part of the  Obligation,  and in the event of
     any conflict between the terms of this Agreement and any LC Agreement,  the
     terms of this Agreement shall be controlling.

     2.5   SWING LINE SUBFACILITY.

           (a)     For the convenience of the parties and as an integral part of
     the  transactions  contemplated by the Loan  Documents,  Swing Line Lender,
     solely  for its own  account,  agrees to make any  requested  Borrowing  of
     $500,000 or a greater integral multiple of $100,000, subject to those terms
     and conditions  applicable to Borrowings set forth in SECTION 7.4(b),  (c),
     (d), (e), and (f),  directly to Borrower as a Swing Line Borrowing  without
     requiring  any other  Lender to fund its Pro Rata Part  thereof  unless and
     until SECTION  2.5(b) is  applicable;  provided  that:  (i) each Swing Line
     Borrowing  must occur on a Business  Day and no later than the Business Day
     immediately preceding the Termination Date for the Revolver Facility;  (ii)
     the  aggregate  Swing  Line  Principal  Debt  outstanding  on any  date  of
     determination shall not exceed the Swing Line Commitment; (iii) on any date
     of  determination,  the  Revolver  Commitment  Usage shall never exceed the
     Revolver Commitment;  (iv) the Swing Line Principal Debt outstanding on any
     date of  determination  shall not exceed the  Revolver  Commitment  then in
     effect;  (v) at the  time of such  Swing  Line  Borrowing,  no  Default  or
     Potential  Default shall have occurred and be  continuing;  (vi) each Swing
     Line  Borrowing  shall bear  interest  at a rate per annum  equal to a rate
     mutually  agreed upon by Borrower and Swing Line Lender or, if no such rate
     is mutually agreed upon, the Base Rate plus the Applicable  Margin for Base
     Rate Borrowings for the Revolver Facility;  provided that at any time after
     Revolver Lenders are deemed to have purchased,  pursuant to SECTION 2.5(b),
     a  participation  in any Swing Line  Borrowing,  such Borrowing  shall bear
     interest at the Default Rate; and (vii) no additional  Swing Line Borrowing
     shall  be  made  at  any  time  after  any  Revolver  Lender  has  refused,
     notwithstanding   the  requirements  of  SECTION  2.5(b),   to  purchase  a
     participation in any Swing Line Borrowing as provided in such Section,  and
     until such purchase  shall occur or until the Swing Line Borrowing has been
     repaid.  Each Borrowing under the Swing Line Subfacility shall be available
     and may be prepaid on same day  telephonic  notice  from  Borrower to Swing
     Line Lender,  so long as such notice is received by Swing Line Lender prior
     to 1:00 p.m., Dallas, Texas time. Accrued interest on Swing Line Borrowings
     shall be due and  payable  on each  March 31,  June 30,  September  30, and
     December 31, and on the Termination Date for the Revolver Facility.

           (b)     Borrowings  under the Swing Line Subfacility  shall be due no
     later than seven days after such Swing Line  Borrowing is made. If Borrower
     fails to repay any Swing  Line  Borrowing  as  provided  herein,  and funds
     cannot be or are not advanced  under the  Revolver  Facility to satisfy the
     obligations  under the Swing Line Subfacility,  Administrative  Agent shall
     timely  notify  each  Revolver  Lender of such  failure and of the date and
     amount  not  paid.  No later  than the close of  business  on the date such
     notice is given (if such  notice  was given  prior to 12:00  noon,  Dallas,
     Texas time on any Business  Day, or, if made at any other time, on the next
     Business Day following the date of such notice), each Revolver Lender shall
     be deemed to have  irrevocably and  unconditionally  purchased and received

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

<PAGE>


     from Swing Line Lender an  undivided  interest  and  participation  in such
     Swing Line Borrowing to the extent of such Revolver  Lender's Pro Rata Part
     (with respect to the Revolver Facility)  thereof,  and each Revolver Lender
     shall make  available to Swing Line Lender in immediately  available  funds
     such  Revolver  Lender's  Pro  Rata  Part  (with  respect  to the  Revolver
     Facility)  of the  unpaid  amount of such Swing  Line  Borrowing.  All such
     amounts payable by any Revolver Lender shall include  interest thereon from
     the date on which such payment is payable by such  Revolver  Lender to, but
     not  including,  the date such  amount is paid by such  Revolver  Lender to
     Administrative  Agent,  at the Federal Funds Rate. If such Revolver  Lender
     does not  promptly  pay such  amount  upon  Administrative  Agent's  demand
     therefor,  and until such time as such  Revolver  Lender makes the required
     payment,  Swing Line Lender shall be deemed to continue to have outstanding
     a Swing  Line  Borrowing  in the  amount of such  unpaid  obligation.  Each
     payment by Borrower of all or any part of any Swing Line Borrowing shall be
     paid to  Administrative  Agent for the ratable benefit of Swing Line Lender
     and those  Revolver  Lenders who have funded their  participations  in such
     Swing Line Principal Debt under this SECTION  2.5(b);  provided that,  with
     respect to any such participation,  all interest accruing on the Swing Line
     Principal  Debt to which such  participation  relates  prior to the date of
     funding such participation shall be payable solely to Swing Line Lender for
     its own account.  In the event that any payment  received by the Swing Line
     Lender is required to be returned,  each Revolver Lender will return to the
     Swing Line Lender any portion thereof  previously  distributed by the Swing
     Line Lender to it.

           (c)     Notwithstanding  anything  to the contrary in this Agreement,
     each Revolver  Lender's  obligation to fund the  Borrowings and to purchase
     and fund  participating  interests  pursuant  to  SECTION  2.5(b)  shall be
     absolute and  unconditional  and shall not be affected by any circumstance,
     including,  without limitation, (i) any setoff,  counterclaim,  recoupment,
     defense,  or other right which such  Revolver  Lender or Borrower  may have
     against the Swing Line Lender, Borrower, or any other Person for any reason
     whatsoever;  (ii) the occurrence or continuance of a Potential Default or a
     Default or the  failure  to  satisfy  any of the  conditions  specified  in
     SECTION  7;  (iii)  any  adverse  change  in the  condition  (financial  or
     otherwise) of any Company;  (iv) any breach of this  Agreement by Borrower,
     any Guarantor, or any Lender; or (v) any other circumstance,  happening, or
     event whatsoever, whether or not similar to any of the foregoing.

     2.6   TERMINATIONS OR REDUCTIONS OF COMMITMENTS.

           (a)     VOLUNTARY COMMITMENT REDUCTIONS.  Without premium or penalty,
     and upon  giving  not less than  three  Business  Days  prior  written  and
     irrevocable notice to Administrative Agent, Borrower may terminate in whole
     or in part the unused  portion of the Revolver  Commitment,  the Swing Line
     Commitment,  or the LC  Subfacility  commitment;  provided  that:  (i) each
     partial termination of the Revolver Commitment shall be in an amount of not
     less than  $5,000,000 or a greater  integral  multiple of $1,000,000;  each
     partial  termination  of the Swing Line  Subfacility  or the LC Subfacility
     shall be in an  amount  of not less than  $500,000  or a  greater  integral
     multiple of $250,000; and (ii) on any date of determination,  the amount of
     the Revolver  Commitment  may not be reduced below the Revolver  Commitment
     Usage;  the Swing Line  Commitment  may not be reduced below the Swing Line
     Principal  Debt; and the commitment  under the LC Subfacility  shall not be
     reduced  below  the LC  Exposure.  At the time of any  Revolver  Commitment
     termination, Borrower shall pay to Administrative Agent, for the account of
     each Revolver Lender, as applicable, any amounts that may then be due under
     SECTION 3.3(c), all accrued and unpaid fees then due and payable under this
     Agreement,  the interest attributable to the amount of that reduction,  and
     any related Consequential Loss. Any part of the Revolver Commitment that is
     terminated may not be reinstated.

d-699365.10                        27                  CoorsTek Credit Agreement
                                                       -------------------------

<PAGE>

           (b)     MANDATORY  COMMITMENT  REDUCTION.   As  of  the  date  of any
     principal  payment or prepayment of any Term Loan A Principal  Debt or Term
     Loan B  Principal  Debt,  the Term  Loan A  Commitment  or the Term  Loan B
     Commitment  (as the case may be)  shall be  reduced  by the  amount  of the
     respective  principal payment or prepayment,  and each Term Loan A Lender's
     Committed  Sum under the Term Loan A Facility  or each Term Loan B Lender's
     Committed  Sum under the Term Loan B Facility (as the case may be) shall be
     ratably reduced by the amount of each such principal payment or prepayment.

           (c)     ADDITIONAL REDUCTIONS.  The Swing  Line  Commitment  and  the
     commitment under the LC Subfacility shall each be reduced from time to time
     on the  date  of any  mandatory  or  voluntary  reduction  of the  Revolver
     Commitment by the amount, if any, by which each such Subfacility commitment
     exceeds the Revolver  Commitment  after giving effect to such  reduction of
     the Revolver Commitment.

           (d)     RATABLE ALLOCATION OF REVOLVER COMMITMENT  REDUCTIONS.   Each
     reduction  of the  Revolver  Commitment  under  this  SECTION  2.6 shall be
     allocated among the Revolver  Lenders in accordance  with their  respective
     Commitment Percentages under the Revolver Facility.

     2.7   BORROWING  PROCEDURE.    The   following   procedures  apply  to  all
     Borrowings  (other than Swing Line  Borrowings and  Borrowings  pursuant to
     SECTION 2.4(c)):

           (a)     BORROWING  REQUEST.  Borrower  may  request  a  Borrowing  by
     making  or  delivering  a  Borrowing  Notice  (that  may be  telephonic  if
     confirmed in writing  within two  Business  Days) to  Administrative  Agent
     requesting  that Lenders fund a Borrowing on a certain date (the "BORROWING
     DATE"),  which  Borrowing  Notice (i) shall be  irrevocable  and binding on
     Borrower,  (ii) shall specify the Facility or  Facilities  under which such
     Borrowing is being made,  (iii) shall specify the Borrowing  Date,  amount,
     Type,  and  (for a  Borrowing  comprised  of  Eurodollar  Rate  Borrowings)
     Interest Period, and (iv) must be received by Administrative Agent no later
     than  11:00  a.m.  Dallas,  Texas  time on either  the third  Business  Day
     preceding the Borrowing Date for any Eurodollar  Rate Borrowing or the same
     Business Day for any Base Rate Borrowing. Administrative Agent shall timely
     notify each Lender with respect to each Borrowing Notice.

           (b)     FUNDING.  Each  Lender  shall remit its Commitment Percentage
     for the relevant  Facility of each  requested  Borrowing to  Administrative
     Agent's  principal  office in Dallas,  Texas, in funds which are or will be
     available for immediate use by  Administrative  Agent by 1:00 p.m.  Dallas,
     Texas time on the  applicable  Borrowing  Date.  Subject to receipt of such
     funds,  Administrative  Agent shall (unless to its actual  knowledge any of
     the  conditions  precedent  therefor have not been satisfied by Borrower or
     waived by the  requisite  Lenders  under  SECTION  13.11)  make such  funds
     available to Borrower by (at Borrower's  option) (i) wiring the funds to or
     for the  account of  Borrower or (ii)  depositing  the funds in  Borrower's
     account with Administrative Agent.

           (c)     FUNDING  ASSUMED.  Absent  contrary  written  notice  from  a
     Lender,  Administrative  Agent may  assume  that each  Lender  has made its
     Commitment   Percentage   of   the   requested   Borrowing   available   to
     Administrative  Agent on the applicable  Borrowing Date, and Administrative
     Agent may, in reliance upon such assumption (but shall not be required to),
     make  available to Borrower a  corresponding  amount.  If a Lender fails to
     make its  Commitment  Percentage  of any requested  Borrowing  available to
     Administrative Agent on the applicable Borrowing Date, Administrative Agent
     may recover the applicable amount on demand, (i) from that Lender, together
     with interest commencing to accrue on the Borrowing Date and ending on (but

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


<PAGE>

     excluding)  the date  Administrative  Agent  recovers  the amount from that
     Lender, at an annual interest rate equal to the Federal-Funds Rate, or (ii)
     if that Lender fails to pay its amount upon demand, then from Borrower.  No
     Lender is  responsible  for the  failure  of any  other  Lender to make its
     Commitment  Percentage  of any  Borrowing  available as required by SECTION
     2.7(b); however, failure of any Lender to make its Commitment Percentage of
     any Borrowing so available does not excuse any other Lender from making its
     Commitment Percentage of any Borrowing so available.

SECTION 3  TERMS OF PAYMENT.

     3.1   LOAN ACCOUNTS, NOTES, AND PAYMENTS.

           (a)     LOAN ACCOUNTS; NOTELESS TRANSACTION.  The Principal Debt owed
     to each Lender shall be  evidenced by one or more Loan  Accounts or records
     maintained  by such Lender in the  ordinary  course of  business.  The Loan
     Accounts or records  maintained  by the  Administrative  Agent  (including,
     without  limitation,  the  Register)  and each Lender  shall be prima facie
     evidence  absent  manifest  error of the amount of the  Borrowings  made by
     Borrower  from each Lender under this  Agreement  (and the  Facilities  and
     Subfacilities  thereunder) and the interest and principal payments thereon.
     Any failure to so record or any error in doing so shall not, however, limit
     or otherwise  affect the obligation of Borrower under the Loan Documents to
     pay any amount owing with respect to the Obligation.

           (b)     NOTES.  Upon the request of  any  Lender,  made  through  the
     Administrative  Agent,  the  Principal  Debt  owed  to such  Lender  may be
     evidenced by one or more of the following Notes (as the case may be): (i) a
     Revolver Note (with respect to Revolver Principal Debt other than under the
     Swing Line  Subfacility);  (ii) a Swing Line Note (with respect to Revolver
     Principal Debt arising under the Swing Line Subfacility); (iii) a Term Loan
     A Note (with respect to Term Loan A Principal Debt); and (iv) a Term Loan B
     Note (with respect to the Term Loan B Principal Debt).

           (c)     PAYMENT.  All  payments  of  principal,  interest,  and other
     amounts  to be made by  Borrower  under this  Agreement  and the other Loan
     Documents shall be made to Administrative  Agent at its principal office in
     Dallas,  Texas in Dollars and in funds which are or will be  available  for
     immediate use by Administrative  Agent by 12:00 noon Dallas,  Texas time on
     the day due,  without setoff,  deduction,  or  counterclaim.  Payments made
     after 12:00 noon, Dallas,  Texas, time shall be deemed made on the Business
     Day next  following.  Administrative  Agent  shall pay to each  Lender  any
     payment of  principal,  interest,  or other  amount to which such Lender is
     entitled hereunder on the same day Administrative Agent shall have received
     the same from Borrower; provided such payment is received by Administrative
     Agent prior to 12:00 noon,  Dallas,  Texas time, and otherwise before 12:00
     noon Dallas, Texas time on the Business Day next following.

           (d)     PAYMENT ASSUMED.  Unless  Administrative  Agent  has received
     notice  from  Borrower  prior to the date on which any payment is due under
     this   Agreement  that  Borrower  will  not  make  that  payment  in  full,
     Administrative Agent may assume that Borrower has made the full payment due
     and Administrative Agent may, in reliance upon that assumption, cause to be
     distributed to the  appropriate  Lender on that date the amount then due to
     such Lenders.  If and to the extent Borrower does not make the full payment
     due to  Administrative  Agent,  each Lender  shall repay to  Administrative
     Agent on demand the amount  distributed  to that  Lender by  Administrative
     Agent  together  with  interest  for each day  from  the date  that  Lender
     received  payment  from  Administrative  Agent  until the date that  Lender
     repays  Administrative Agent (unless such repayment is made on the same day
     as such  distribution),  at an annual  interest  rate equal to the  Federal
     Funds Rate.

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


<PAGE>

     3.2   INTEREST AND PRINCIPAL PAYMENTS.

           (a)     INTEREST.  Accrued interest on each Eurodollar Rate Borrowing
     is due and payable on the last day of its respective Interest Period and on
     the  Termination  Date for the applicable  Facility;  provided that, if any
     Interest Period is greater than three months, then accrued interest is also
     due and  payable on the three month  anniversary  of the date on which such
     Interest Period commences and on each three month  anniversary  thereafter,
     as well as on the last day of such  Interest  Period.  Accrued  interest on
     each Base Rate  Borrowing  shall be due and  payable on each March 31, June
     30,  September  30, and  December 31, and on the  Termination  Date for the
     applicable Facility.

           (b)     REVOLVER  PRINCIPAL DEBT. The Revolver  Principal Debt is due
     and payable on the Termination Date for the Revolver Facility.

           (c)     TERM LOAN A PRINCIPAL DEBT.  The  Term  Loan A Principal Debt
     is due and  payable in  quarterly  installments  in the  principal  amounts
     indicated in the table below,  commencing on March 31, 2000, and continuing
     thereafter on the last  Business Day of each March,  June,  September,  and
     December,  with the final payment due on the Termination  Date for the Term
     Loan A Facility, in accordance with the following amortization schedule:

          ======================================================================
                    PAYMENT DATES                   PRINCIPAL INSTALLMENTS
          ======================================================================
             March 31, 2000, June 30, 2000,             $1,875,000/each
                September 30, 2000, and
                   December 31, 2000
          ----------------------------------------------------------------------
             March 31, 2001, June 30, 2001,             $2,500,000/each
                September 30, 2001, and
                   December 31, 2001
          ----------------------------------------------------------------------
             March 31, 2002, June 30, 2002,             $3,750,000/each
                September 30, 2002, and
                   December 31, 2002
          ----------------------------------------------------------------------
             March 31, 2003, June 30, 2003,             $6,250,000/each
                September 30, 2003, and
                   December 31, 2003
          ----------------------------------------------------------------------
             March 31, 2004, June 30, 2004,             $6,875,000/each
                September 30, 2004, and
                   December 6, 2004
          ======================================================================

           (d)     TERM LOAN B PRINCIPAL DEBT. The Term Loan B Principal Debt is
     due  and  payable  in  quarterly  installments  in  the  principal  amounts
     indicated in the table below,  commencing on March 31, 2000, and continuing
     thereafter on the last  Business Day of each March,  June,  September,  and
     December,  with the final payment due on the Termination  Date for the Term
     Loan B Facility, in accordance with the following amortization schedule:

d-699365.10                        30                  CoorsTek Credit Agreement
                                                       -------------------------

<PAGE>

          ======================================================================
                    PAYMENT DATES                   PRINCIPAL INSTALLMENTS
          ======================================================================

               Each March 31, June 30,                  $225,000/each
            September 30, and December 31
          of fiscal years 2000, 2001, 2002,
                 2003, 2004, and 2005
          ----------------------------------------------------------------------
             March 31, 2006, June 30, 2006,             $21,150,000/each
                September 30, 2006, and
                   December 6, 2006
          ======================================================================

           3.3     PREPAYMENTS.

           (a)     OPTIONAL  PREPAYMENTS.  Except  as  set  forth herein,  after
     giving Administrative Agent advance written notice of the intent to prepay,
     Borrower may voluntarily  prepay all or any part of the Revolver  Principal
     Debt, the Swing Line Principal Debt, the Term Loan A Principal Debt, or the
     Term Loan B Principal  Debt from time to time and at any time,  in whole or
     in part, without premium or penalty; provided that: (i) such notice must be
     received by  Administrative  Agent by 12:00 noon,  Dallas,  Texas time, one
     Business Day preceding the date of prepayment of any  Borrowing;  (ii) each
     such partial  prepayment must be in a minimum amount of at least $5,000,000
     or a greater integral multiple of $1,000,000  thereof or such lesser amount
     as may be  outstanding  under the  applicable  Facility (or with respect to
     prepayments  of the  Swing  Line  Principal  Debt,  $500,000  or a  greater
     integral  multiple  of  $250,000  thereof or such  lesser  amount as may be
     outstanding  under the Swing Line  Subfacility);  (iii) any Eurodollar Rate
     Borrowing may only be prepaid at the end of an applicable  Interest  Period
     (unless  Borrower  pays the  amount of any  Consequential  Loss);  and (iv)
     Borrower  shall pay any  related  Consequential  Loss  within ten (10) days
     after demand therefor.  Conversions under SECTION 3.11 are not prepayments.
     Each notice of prepayment  shall specify the prepayment  date, the Facility
     hereunder being prepaid, and the Type of Borrowing(s) and amount(s) of such
     Borrowing(s)  to be prepaid and shall  constitute a binding  obligation  of
     Borrower to make a prepayment  on the date stated  therein,  together  with
     (unless such  prepayment  is made with respect to a Base Rate  Borrowing or
     Swing  Line  Borrowing)  accrued  and unpaid  interest  to the date of such
     payment on the  aggregate  principal  amount  prepaid.  Unless a Default or
     Potential  Default  has  occurred  and is  continuing  (or would arise as a
     result thereof),  any payment or prepayment of the Revolver  Principal Debt
     may be reborrowed by Borrower, subject to the terms and conditions hereof.

           (b)     MANDATORY  PREPAYMENTS  FROM  NET CASH  PROCEEDS.  Until such
     time as the  Principal  Debt has been repaid in full,  the  Principal  Debt
     shall be permanently  prepaid in the amounts and upon the occurrence of any
     of the following events:

                   (i)     Concurrently with  any Debt  Issuance by any Company,
           the Principal  Debt shall be  permanently  prepaid,  in the order and
           manner specified  herein,  by an amount equal to 100% of the Net Cash
           Proceeds realized by any Company from such Debt Issuance;

                   (ii)    Concurrently with the consummation of any Significant
           Sale by  any  Company  (which  Significant  Sale  must  be  otherwise
           permitted under the Loan Documents or shall have been consented to by
           Required Lenders), the Principal Debt shall be permanently prepaid in
           the order and manner specified  herein, by an amount equal to 100% of
           the Net Cash Proceeds  realized by any Company from such  Significant

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


<PAGE>

           Sale or as and when any  deferred  Purchase  Price is received (or if
           such  disposition  is a Significant  Sale as a result of  aggregation
           with other asset  dispositions  in the same fiscal year,  100% of the
           aggregate Net Cash Proceeds received from all such asset dispositions
           in the  calendar  year in  excess of  $10,000,000),  if such Net Cash
           Proceeds or any portion  thereof have not been  reinvested in similar
           assets  of the  Companies  within  ten (10)  months  from the date of
           consummation of such Significant Sale or other asset disposition,  as
           the case may be; and

                   (iii)   Concurrently with any Equity Issuance by any Company,
           the  Principal  Debt  shall be  permanently  prepaid in the order and
           manner  specified  herein,  by an amount equal to 75% of the Net Cash
           Proceeds realized by any Company from such Equity Issuance;  provided
           that, only 50% of the Net Cash Proceeds  realized by any Company from
           such Equity  Issuance  shall be required to be paid  pursuant to this
           CLAUSE (iii) if the Leverage  Ratio  determined as of the date of the
           Equity Issuance for the  most-recently  ended two consecutive  fiscal
           quarters  (immediately  prior  to  giving  effect  to such  mandatory
           prepayment) is less than 2.50 to 1.0.

     Each commitment  reduction or prepayment under this SECTION 3.3(b) shall be
     applied as follows:  (i) first,  ratably as a prepayment of the  Obligation
     arising  under the Term Loan A Facility and the Term Loan B Facility  until
     paid in full (for purposes  hereof,  "ratably",  for each Facility,  on any
     date of determination,  shall mean the proportion that either the Term Loan
     A  Principal  Debt or the Term Loan B Principal  Debt,  as the case may be,
     bears  to the sum of the Term  Loan A  Principal  Debt and the Term  Loan B
     Principal Debt), and (ii) second, as a mandatory prepayment of the Revolver
     Principal Debt, or, if a Default exists or arises as a result therefrom, as
     a reduction of the Revolver  Commitment.  All mandatory  prepayments of the
     Term Loan A  Principal  Debt and the Term Loan B  Principal  Debt  shall be
     applied to the regularly-scheduled Term Loan A Principal Debt and Term Loan
     B  Principal  Debt  reductions  as set forth in  SECTIONS  3.2(c)  and (d),
     respectively, in inverse order of maturities.

           (c)     REVOLVER FACILITY MANDATORY PAYMENTS/REDUCTIONS.  On any date
     of  determination  if the Revolver  Commitment  Usage  exceeds the Revolver
     Commitment  then in effect  (including  any Revolver  Commitment  reduction
     pursuant to SECTION  3.3(b)) or the Swing Line  Principal  Debt exceeds the
     Swing Line Commitment then in effect,  then Borrower shall make a mandatory
     prepayment of the Revolver Principal Debt or the Swing Line Principal Debt,
     as the case may be, in at least the amount of such  excess,  together  with
     (x) all accrued and unpaid interest on the principal  amount so prepaid and
     (y) any Consequential  Loss arising as a result thereof;  provided that, if
     no  Swing  Line  Principal   Debt  or  Revolver   Principal  Debt  is  then
     outstanding,  Borrower  shall  provide  to  Administrative  Agent,  for the
     benefit of Lenders,  cash collateral in Dollars in an amount at least equal
     to 110% of such  excess.  All  mandatory  prepayments  under  the  Revolver
     Facility or Revolver  Commitment  reductions  hereunder  shall be allocated
     among the Revolver Lenders in accordance with their  respective  Commitment
     Percentages under the Revolver Facility.

           (d)     MANDATORY  PREPAYMENTS  OF INTEREST/CONSEQUENTIAL  LOSS.  All
     prepayments  under  SECTION  3.3(b)  and (c) shall be made,  together  with
     accrued  interest to the date of such  prepayment on the  principal  amount
     prepaid, together with any Consequential Loss arising as a result thereof.

           (e)     TERM LOAN B FACILITY.  To the extent there is any Term Loan A
     Principal  Debt  outstanding,  any Term Loan B Lender,  at its option,  may
     elect not to accept such  partial  prepayment  under this SECTION 3.3 (such
     Lender being a "DECLINING B LENDER"),  in which event the provisions of the
     next sentence shall apply. On the prepayment  date, an amount equal to that

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

<PAGE>

     portion of the  prepayment  amount  available to prepay Term Loan B Lenders
     (less any amounts  that would  otherwise be payable to Declining B Lenders)
     shall be applied  ratably to prepay Term Loan B Principal Debt owed to Term
     Loan B Lenders  other than  Declining B Lenders and any amounts  that would
     otherwise  have been applied to prepay Term Loan B Principal  Debt owing to
     Declining B Lenders shall  instead be applied to prepay the remaining  Term
     Loan A Principal Debt;  provided  further,  that upon prepayment in full of
     the Term Loan B  Principal  Debt  owing to Term Loan B Lenders  other  than
     Declining B Lenders the  remainder of any  prepayment  amount that is to be
     applied to Term Loan B  Principal  Debt shall be applied  ratably to prepay
     Term Loan B Principal  Debt owing to  Declining B Lenders.  Any Term Loan B
     Lender may elect not to accept its ratable share of a partial prepayment by
     giving written notice to the Administrative Agent not later than 11:00 a.m.
     Dallas, Texas time on the Business Day immediately  preceding the scheduled
     prepayment date.

     3.4   INTEREST  OPTIONS.  Except  that  the  Eurodollar  Rate  may  not  be
selected  when a Default or  Potential  Default  exists and except as  otherwise
provided in this  Agreement,  Borrowings bear interest at a rate per annum equal
to the lesser of (a) as to the  respective  Type of Borrowing (as  designated by
Borrower in accordance with this  Agreement),  the Base Rate plus the Applicable
Margin  for Base  Rate  Borrowings  or the  Adjusted  Eurodollar  Rate  plus the
Applicable Margin for Eurodollar Rate Borrowings, and (b) the Maximum Rate. Each
change  in the Base  Rate or the  Maximum  Rate,  subject  to the  terms of this
Agreement,  will  become  effective,  without  notice to  Borrower  or any other
Person, upon the effective date of such change.

     3.5   QUOTATION OF RATES.  Borrower  may call  Administrative  Agent before
delivering  a  Borrowing  Notice to receive an  indication  of the rates then in
effect, but such indicated rates do not bind Administrative  Agent or Lenders or
affect the rate of interest that is actually in effect when the Borrowing Notice
is given or on the Borrowing Date.

     3.6   DEFAULT RATE.  At the option of  Required  Lenders  and to the extent
permitted  by Law,  all  past-due  Principal  Debt,  all  past due  payment  and
reimbursement obligations in connection with LCs, and past due interest accruing
on any of  the  foregoing  shall  bear  interest  from  maturity  (stated  or by
acceleration) at the Default Rate until paid, regardless whether such payment is
made before or after entry of a judgment.

     3.7   INTEREST  RECAPTURE.   If  the  designated  rate  applicable  to  any
Borrowing exceeds the Maximum Rate, the rate of interest on such Borrowing shall
be limited to the Maximum Rate, but any subsequent reductions in such designated
rate shall not reduce the rate of interest  thereon below the Maximum Rate until
the total amount of interest accrued thereon equals the amount of interest which
would  have  accrued  thereon if such  designated  rate had at all times been in
effect. In the event that at maturity (stated or by  acceleration),  or at final
payment of the Principal  Debt,  the total amount of interest paid or accrued is
less than the amount of  interest  which would have  accrued if such  designated
rates had at all times  been in  effect,  then,  at such time and to the  extent
permitted by Law,  Borrower shall pay an amount equal to the difference  between
(a) the  lesser of the  amount of  interest  which  would  have  accrued if such
designated  rates had at all times  been in effect  and the  amount of  interest
which would have  accrued if the  Maximum  Rate had at all times been in effect,
and (b) the amount of interest actually paid or accrued on the Principal Debt.

     3.8   INTEREST CALCULATIONS.  Interest will be  calculated  on the basis of
actual  number of days  (including  the first  day but  excluding  the last day)
elapsed but computed as if each calendar year  consisted of 360 days in the case
of an  Eurodollar  Rate  Borrowing  (unless the  calculation  would result in an
interest  rate greater than the Maximum  Rate,  in which event  interest will be
calculated  on the basis of a year of 365 or 366  days,  as the case may be) and

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


<PAGE>

365 or 366 days, as the case may be, in the case of a Base Rate  Borrowing.  All
interest  rate  determinations  and  calculations  by  Administrative  Agent are
conclusive and binding absent manifest error.

     3.9   MAXIMUM  RATE.  Regardless of any  provision  contained  in any  Loan
Document,  neither Administrative Agent nor any Lender shall ever be entitled to
contract for, charge,  take,  reserve,  receive, or apply, as interest on all or
any part of the  Obligation,  any amount in excess of the Maximum Rate,  and, if
Lenders  ever do so, then such excess  shall be deemed a partial  prepayment  of
principal  and  treated  hereunder  as such and any  remaining  excess  shall be
refunded to Borrower. In determining if the interest paid or payable exceeds the
Maximum Rate,  Borrower and Lenders shall, to the maximum extent permitted under
applicable  Law, (a) treat all  Borrowings  as but a single  extension of credit
(and Lenders and Borrower agree that such is the case and that provision  herein
for  multiple   Borrowings  is  for  convenience  only),  (b)  characterize  any
nonprincipal payment as an expense, fee, or premium rather than as interest, (c)
exclude  voluntary  prepayments  and the  effects  thereof,  and  (d)  amortize,
prorate, allocate, and spread the total amount of interest throughout the entire
contemplated  term of the  Obligation.  However,  if the  Obligation is paid and
performed in full prior to the end of the full contemplated term thereof, and if
the interest  received for the actual  period of existence  thereof  exceeds the
Maximum Amount,  Lenders shall refund such excess,  and, in such event,  Lenders
shall not, to the extent permitted by Law, be subject to any penalties  provided
by any Laws for  contracting  for,  charging,  taking,  reserving,  or receiving
interest in excess of the Maximum Amount.  If the Laws of the State of Texas are
applicable  for  purposes of  determining  the  "Maximum  Rate" or the  "Maximum
Amount," then those terms mean the "weekly  ceiling" from time to time in effect
under Texas Finance Code ss.  303.305.  Borrower  agrees that Chapter 346 of the
Texas Finance Code, as amended (which  regulates  certain  revolving credit loan
accounts and revolving tri-party accounts), does not apply to the Obligation.

     3.10  INTEREST   PERIODS.   When  Borrower  requests  any  Eurodollar  Rate
Borrowing,  Borrower may elect the interest  period (each an "INTEREST  PERIOD")
applicable  thereto,   which  may  be,  at  Borrower's  option  and  subject  to
availability,  one, two, three, or six months; provided,  however, that: (a) the
initial  Interest  Period for a Eurodollar  Rate Borrowing shall commence on the
date of such Borrowing (including the date of any conversion thereto),  and each
Interest Period occurring thereafter in respect of such Borrowing shall commence
on the day on which  the  next  preceding  Interest  Period  applicable  thereto
expires;  (b) if any Interest Period for a Eurodollar Rate Borrowing begins on a
day for which there is no numerically corresponding Business Day in the calendar
month at the end of such Interest Period,  such Interest Period shall end on the
next Business Day  immediately  following  what  otherwise  would have been such
numerically  corresponding day in the calendar month at the end of such Interest
Period (unless such date would be in a different  calendar month from what would
have been the month at the end of such  Interest  Period,  or unless there is no
numerically  corresponding  day in the calendar month at the end of the Interest
Period;  whereupon,  such Interest  Period shall end on the last Business Day in
the calendar month at the end of such Interest  Period);  (c) no Interest Period
may be chosen  with  respect to any  portion of the  Principal  Debt which would
extend  beyond  the  scheduled  repayment  date  (including  any  dates on which
mandatory prepayments are required to be made) for such portion of the Principal
Debt; and (d) no more than an aggregate of six (6) Interest  Periods shall be in
effect at one time.

     3.11  CONVERSIONS.  Borrower may (a) convert a Eurodollar Rate Borrowing on
the last day of the applicable  Interest  Period to a Base Rate  Borrowing,  (b)
convert a Base Rate Borrowing at any time to a Eurodollar  Rate  Borrowing,  and
(c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by
giving a  Conversion  Notice to  Administrative  Agent no later  than 11:00 a.m.
Dallas,  Texas time on the third Business Day prior to the date of conversion or
the  last  day of the  Interest  Period,  as the  case  may be (in the case of a
conversion  to a  Eurodollar  Rate  Borrowing  or an election of a new  Interest

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<PAGE>

Period),  and no later than 11:00 a.m. Dallas, Texas on the last Business Day of
the  Interest  Period (in the case of a  conversion  to a Base Rate  Borrowing);
provided that, the principal  amount converted to, or continued as, a Eurodollar
Rate  Borrowing  shall be in an  amount  not less than  $5,000,000  or a greater
integral  multiple of $1,000,000  (or such lesser  amount as may be  outstanding
under any Facility).  Administrative  Agent shall timely notify each Lender with
respect  to each  Conversion  Notice.  Absent  Borrower's  Conversion  Notice or
election of a new Interest  Period,  a Eurodollar Rate Borrowing shall be deemed
converted  to a  Base  Rate  Borrowing  effective  as of the  expiration  of the
Interest  Period  applicable  thereto.  The  right to  convert  from a Base Rate
Borrowing to a Eurodollar  Rate  Borrowing,  or to continue as a Eurodollar Rate
Borrowing,  shall  not be  available  during  the  occurrence  of a  Default  or
Potential Default.

     3.12  ORDER OF APPLICATION.

           (a)     NO DEFAULT.  If no  Default or Potential  Default  exists and
     if no order  of  application  is  otherwise  specified  in  Section  3.3 or
     otherwise in the Loan Documents, payments and prepayments of the Obligation
     shall be applied  first to fees,  second to accrued  interest  then due and
     payable on the Principal Debt, and then to the remaining  Obligation in the
     order and manner as Borrower may direct.

           (b)     DEFAULT.  If a  Default  or  Potential  Default exists (or if
     Borrower fails to give directions as permitted under SECTION 3.12(a)),  any
     payment or prepayment  (including proceeds from the exercise of any Rights)
     shall be applied  to the  Obligation  in the  following  order:  (i) to the
     ratable payment of all fees, expenses,  and indemnities for which Agents or
     Lenders  have not  been  paid or  reimbursed  in  accordance  with the Loan
     Documents (as used in this SECTION 3.12(b)(i),  a "ratable payment" for any
     Lender or any Agent shall be, on any date of determination, that proportion
     which the portion of the total fees, expenses, and indemnities owed to such
     Lender or such  Agent  bears to the total  aggregate  fees,  expenses,  and
     indemnities owed to Agents and all Lenders on such date of  determination);
     (ii) to the ratable payment of accrued and unpaid interest on the Principal
     Debt (as used in this SECTION 3.12(b)(ii), "ratable payment" means, for any
     Lender, on any date of determination, that proportion which the accrued and
     unpaid  interest on the  Principal  Debt owed to such  Lender  bears to the
     total  accrued  and  unpaid  interest  on the  Principal  Debt  owed to all
     Lenders);  (iii) to the ratable  payment of the Swing Line  Principal  Debt
     which is due and payable and which remains  unfunded by any Borrowing under
     the Revolver  Facility;  provided  that,  such payments  shall be allocated
     ratably  among the Swing Line Lender and the  Revolver  Lenders  which have
     funded their  participations  in the Swing Line Principal Debt; (iv) to the
     ratable  payment of any  reimbursement  obligation  with  respect to any LC
     issued pursuant to the Agreement which is due and payable and which remains
     unfunded by any Borrowing,  provided that, such payments shall be allocated
     ratably among  Administrative Agent (as the issuing Lender) and the Lenders
     which have  funded  their  participations  in such LC;  (v) to the  ratable
     payment of the Principal Debt (as used in this SECTION 3.12(b)(v), "ratable
     payment"  means  for  any  Lender,  on  any  date  of  determination,  that
     proportion  which  the  Principal  Debt  owed to such  Lender  bears to the
     Principal Debt owed to all Lenders;  (vi) to provide cash  collateral in an
     amount equal to 110% of the LC Exposure then  existing in  accordance  with
     SECTION 2.4(g); and (vii) to the payment of the remaining Obligation in the
     order and manner  Required  Lenders deem  appropriate.  All payments of the
     Term Loan A  Principal  Debt and the Term Loan B  Principal  Debt  shall be
     applied to the regularly-scheduled Term Loan A Principal Debt and Term Loan
     B  Principal  Debt  reductions  as set forth in  SECTIONS  3.2(c)  and (d),
     respectively, in inverse order of maturities.

Subject to the provisions of SECTION 12 and provided that  Administrative  Agent
shall not in any event be bound to inquire  into or to determine  the  validity,
scope,  or priority of any interest or entitlement of any Lender and may suspend

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<PAGE>

all  payments  or  seek  appropriate  relief  (including,   without  limitation,
instructions  from Required  Lenders or an action in the nature of interpleader)
in the event of any doubt or dispute  as to any  apportionment  or  distribution
contemplated hereby, Administrative Agent shall promptly distribute such amounts
to each Lender in accordance with the Agreement and the related Loan Documents.

     3.13  SHARING OF  PAYMENTS,  ETC. If any Lender shall obtain any payment or
prepayment with respect to the Obligation  (whether voluntary,  involuntary,  or
otherwise,  including,  without limitation, as a result of exercising its Rights
under SECTION 3.14) which is in excess of its ratable share of any such payment,
then such Lender shall  purchase from the other Lenders such  participations  as
shall be necessary to cause such  purchasing  Lender to share the excess payment
ratably with each other Lender.  If all or any portion of such excess payment is
subsequently  recovered from such purchasing Lender,  then the purchase shall be
rescinded  and the  purchase  price  restored  to the  extent of such  recovery.
Borrower agrees that any Lender  purchasing a participation  from another Lender
pursuant to this SECTION may, to the fullest extent  permitted by Law,  exercise
all of its Rights of payment  (including  the Right of offset)  with  respect to
such  participation  as fully as if such  Lender  were the  direct  creditor  of
Borrower in the amount of such participation.

     3.14  OFFSET.  If a  Default  exists,  each  Lender  shall  be  entitled to
exercise  (for the benefit of all Lenders in  accordance  with SECTION 3.13) the
Rights of offset  and/or  banker's Lien against each and every account and other
property,  or any  interest  therein,  which any Loan Party may now or hereafter
have with, or which is now or hereafter in the possession of, such Lender to the
extent of the full amount of the Obligation.

     3.15  BOOKING  BORROWINGS.  To the extent  permitted by Law, any Lender may
make, carry, or transfer its Borrowings at, to, or for the account of any of its
branch  offices  or the  office  of any of its  Affiliates;  provided  that,  no
Affiliate  shall be entitled to receive any greater payment under SECTION 4 than
the  transferor  Lender would have been entitled to receive with respect to such
Borrowings.

     3.16  EURO PROVISIONS.

           (a)     If, as a result of the implementation of the EMU, either  any
     Alternative  Currency  has  ceased or ceases to be lawful  currency  of the
     jurisdiction  issuing  it and has  been or is  replaced  by the Euro or any
     Alternative  Currency and the Euro are at the same time both  recognized by
     the central bank or comparable  Governmental  Authority of the jurisdiction
     issuing such currency as lawful currency of that jurisdiction, then either:

                  (i)      notwithstanding  any  contrary  provision of the Loan
           Documents, any  amount  payable  under  any  Loan  Document  in  that
           Alternative Currency  shall  instead be payable in the Euro,  and the
           amount so payable shall be determined by redenominating or converting
           such  amount into the  Euro at the  exchange rate officially fixed by
           the European Central Bank for the purpose of implementing the EMU; or

                   (ii)    to the extent any EMU  legislation  provides  that an
           amount   denominated   either  in  the  Euro  or  in  the  applicable
           Alternative Currency can be paid either in Euros or in the applicable
           Alternative  Currency,  each  party  to the Loan  Documents  shall be
           entitled  to pay or repay such  amount in Euros or in the  applicable
           Alternative Currency.

     Before the occurrence of the event or events  described in the introductory
     clause of this SECTION 3.16, each amount payable under any Loan Document in

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<PAGE>

     any Alternative Currency shall, except as otherwise  specifically  provided
     in the Loan  Documents,  continue  to be payable  only in that  Alternative
     Currency.

           (b)     Borrower shall from time to time, at  Administrative  Agent's
     request,  pay to  Administrative  Agent for the  account of each Lender the
     amount of any cost or increased  cost  incurred by, or of any  reduction in
     any amount  payable to or in the effective  return on its capital to, or of
     interest or other return foregone by, that Lender or any holding company of
     that Lender as a result of the introduction of, changeover to, or operation
     of the Euro in any applicable jurisdiction.

SECTION 4  CHANGE IN CIRCUMSTANCES.

     4.1   INCREASED COST AND REDUCED RETURN.

           (a)     CHANGES IN LAW.  If, after the date  hereof,  the adoption of
     any applicable Law or any change in any applicable Law or any change in the
     interpretation or administration thereof by any Governmental  Authority, or
     compliance  by any  Lender  (or its  Applicable  Lending  Office)  with any
     request or  directive  (whether or not having the force of law) of any such
     Governmental Authority:

                   (i)     shall subject such Lender (or its Applicable  Lending
           Office) to any Tax or other  charge  with  respect to any  Eurodollar
           Rate Borrowing,  its Notes, or its obligation to loan Eurodollar Rate
           Borrowings, or change the basis of taxation of any amounts payable to
           such Lender (or its Applicable  Lending  Office) under this Agreement
           or its Notes in respect of any Eurodollar Rate Borrowings (other than
           Taxes  imposed  on the  overall  net  income  of such  Lender  by the
           jurisdiction  in which such Lender has its  principal  office or such
           Applicable Lending Office);

                   (ii)    shall impose, modify, or deem applicable any reserve,
           special deposit,  assessment,  or similar requirement (other than the
           Reserve  Requirement  utilized in the  determination  of the Adjusted
           Eurodollar Rate) relating to any extensions of credit or other assets
           of, or any deposits with or other liabilities or commitments of, such
           Lender (or its Applicable Lending Office),  including the commitments
           of such Lender hereunder; or

                   (iii)   shall  impose  on  such  Lender  (or  its  Applicable
           Lending  Office) or the London  interbank  market any other condition
           affecting  this  Agreement or its Notes or any of such  extensions of
           credit or liabilities or commitments;

     and the result of any of the foregoing is to  materially  increase the cost
     to such Lender (or its  Applicable  Lending  Office) of making,  converting
     into,  continuing,  or  maintaining  any Eurodollar  Rate  Borrowings or to
     reduce any sum  received or  receivable  by such Lender (or its  Applicable
     Lending  Office)  under this  Agreement  or its Notes  with  respect to any
     Eurodollar Rate Borrowing, then Borrower shall pay to such Lender on demand
     such amount or amounts as will  compensate  such Lender for such  increased
     cost or reduction.  If any Lender  requests  compensation by Borrower under
     this SECTION 4.1(a), Borrower may, by notice to such Lender (with a copy to
     Administrative  Agent),  suspend the  obligation  of such Lender to loan or
     continue Eurodollar Rate Borrowings,  or to convert Borrowings of any other
     Type into Eurodollar Rate  Borrowings,  until the event or condition giving
     rise to such request  ceases to be in effect (in which case the  provisions
     of SECTION 4.4 shall be applicable);  provided,  that such suspension shall
     not  affect  the  right of such  Lender  to  receive  the  compensation  so
     requested.

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<PAGE>


           (b)     CAPITAL ADEQUACY.  If,  after  the  date  hereof,  any Lender
     shall have  determined  that the adoption of any  applicable  Law regarding
     capital  adequacy  or  any  change  therein  or in  the  interpretation  or
     administration  thereof  by any  Governmental  Authority  charged  with the
     interpretation  or  administration  thereof,  or any  request or  directive
     regarding  capital adequacy (whether or not having the force of law) of any
     such  Governmental  Authority  has or would have the effect of reducing the
     rate of return on the capital of such Lender or any corporation controlling
     such Lender as a consequence  of such Lender's  obligations  hereunder to a
     level below that which such Lender or such corporation  could have achieved
     but  for  such  adoption,   change,  request,  or  directive  (taking  into
     consideration  its policies  with respect to capital  adequacy),  then from
     time to time upon demand  Borrower shall pay to such Lender such additional
     amount or amounts as will compensate such Lender for such reduction.

           (c)     CHANGES IN APPLICABLE LENDING OFFICE. COMPENSATION STATEMENT.
     Each Lender shall promptly notify Borrower and Administrative  Agent of any
     event of which it has  knowledge,  occurring  after the date hereof,  which
     will entitle such Lender to compensation  pursuant to this Section and will
     designate a different  Applicable  Lending Office if such  designation will
     avoid the need for,  or reduce the amount of,  such  compensation  and will
     not,   in  the   judgment  of  such   Lender,   be   otherwise   materially
     disadvantageous to it. Any Lender claiming  compensation under this Section
     shall  furnish to Borrower  and  Administrative  Agent a statement  setting
     forth the  additional  amount or amounts to be paid to it  hereunder  which
     shall be conclusive evidence of the amount due. In determining such amount,
     such Lender may use any reasonable averaging and attribution methods.

     4.2   LIMITATION ON TYPES OF LOANS.  If on or prior to the first day of any
Interest Period for any Eurodollar Rate Borrowing:

           (a)     INABILITY TO DETERMINE EURODOLLAR RATE.  Administrative Agent
     reasonably  determines  (which  determination  shall be conclusive) that by
     reason  of  circumstances  affecting  the  relevant  market,  adequate  and
     reasonable means do not exist for ascertaining the Eurodollar Rate for such
     Interest Period; or

           (b)     COSTS  OF    FUNDS.   Required   Lenders   determine   (which
     determination shall be conclusive) and notify Administrative Agent that the
     Adjusted Eurodollar Rate will not adequately and fairly reflect the cost to
     the Lenders of funding Eurodollar Rate Borrowings for such Interest Period;

then  Administrative  Agent shall give Borrower prompt notice thereof specifying
the  relevant  amounts  or  periods,  and so long as such  condition  remains in
effect,  the Lenders shall be under no obligation to fund additional  Eurodollar
Rate Borrowings,  continue  Eurodollar Rate Borrowings,  or to convert Base Rate
Borrowings  into  Eurodollar  Rate  Borrowings,  and Borrower shall, on the last
day(s) of the then current  Interest  Period(s) for the  outstanding  Eurodollar
Rate  Borrowings,  either prepay such Borrowings or convert such Borrowings into
Base Rate Borrowings in accordance with the terms of this Agreement.

     4.3   ILLEGALITY.  Notwithstanding  any  other provision of this Agreement,
in the event that it becomes  unlawful for any Lender or its Applicable  Lending
Office to make,  maintain,  or fund Eurodollar Rate Borrowings  hereunder,  then
such Lender shall promptly notify Borrower thereof and such Lender's  obligation
to make or continue  Eurodollar  Rate  Borrowings and to convert other Base Rate
Borrowings into Eurodollar Rate Borrowings shall be suspended until such time as
such Lender may again make,  maintain,  and fund  Eurodollar Rate Borrowings (in
which case the provisions of SECTION 4.4 shall be applicable).

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<PAGE>

     4.4   TREATMENT OF AFFECTED LOANS.  If the obligation of any Lender to fund
Eurodollar  Rate  Borrowings or to continue,  or to convert Base Rate Borrowings
into Eurodollar Rate  Borrowings,  shall be suspended  pursuant to SECTIONS 4.1,
4.2,  or  4.3  hereof,   such  Lender's  Eurodollar  Rate  Borrowings  shall  be
automatically converted into Base Rate Borrowings on the last day(s) of the then
current Interest  Period(s) for Eurodollar Rate Borrowings (or, in the case of a
conversion  required by SECTION 4.3 hereof,  on such earlier date as such Lender
may specify to Borrower  with a copy to  Administrative  Agent) and,  unless and
until  such  Lender  gives  notice  as  provided  below  that the  circumstances
specified in SECTIONS 4.1, 4.2, or 4.3 hereof that gave rise to such  conversion
no longer exist:

           (a)     to the extent that such Lender's  Eurodollar  Rate Borrowings
     have been so  converted,  all payments and  prepayments  of principal  that
     would  otherwise be applied to such  Lender's  Eurodollar  Rate  Borrowings
     shall be applied instead to its Base Rate Borrowings; and

           (b)     all Borrowings  that would  otherwise be made or continued by
     such  Lender  as  Eurodollar  Rate  Borrowings  shall be made or  continued
     instead as Base Rate  Borrowings,  and all  Borrowings  of such Lender that
     would  otherwise be converted  into  Eurodollar  Rate  Borrowings  shall be
     converted instead into (or shall remain as) Base Rate Borrowings.

If such Lender gives notice to Borrower  (with a copy to  Administrative  Agent)
that the  circumstances  specified in SECTIONS 4.1, 4.2, or 4.3 hereof that gave
rise to the conversion of such Lender's  Eurodollar Rate Borrowings  pursuant to
this SECTION 4.4 no longer exist (which such Lender  agrees to do promptly  upon
such  circumstances  ceasing to exist) at a time when Eurodollar Rate Borrowings
made by other Lenders are outstanding,  such Lender's Base Rate Borrowings shall
be automatically  converted, on the first day(s) of the next succeeding Interest
Period(s)  for  such  outstanding  Eurodollar  Rate  Borrowings,  to the  extent
necessary so that,  after giving effect thereto,  all Eurodollar Rate Borrowings
held by the  Lenders  and by such  Lender  are held  pro  rata (as to  principal
amounts,  Types,  and  Interest  Periods) in  accordance  with their  respective
Commitment Percentage.

     4.5   COMPENSATION.  Upon the request of any Lender, Borrower  shall pay to
such  Lender such amount or amounts as shall be  sufficient  (in the  reasonable
opinion  of such  Lender)  to  compensate  it for any  loss,  cost,  or  expense
(including loss of anticipated profits) incurred by it as a result of:

           (a)     any payment, prepayment, or conversion of a  Eurodollar  Rate
     Borrowing for any reason (including,  without limitation,  the acceleration
     of the loan pursuant to SECTION 11.1 or as a result of the  syndication  of
     any Facility by Administrative  Agent during the 180-day period immediately
     following the Initial  Borrowing Date) on a date other than the last day of
     the Interest Period for such Borrowing; or

           (b)     any failure by Borrower for any  reason  (including,  without
     limitation, the failure of any condition precedent specified in SECTION 7.4
     to be satisfied) to borrow, convert,  continue, or prepay a Eurodollar Rate
     Borrowing  on the date for such  borrowing,  conversion,  continuation,  or
     prepayment  specified  in the  relevant  notice of  borrowing,  prepayment,
     continuation, or conversion under this Agreement.

     4.6   TAXES.

           (a)     GENERAL.  Any  and  all  payments  by  Borrower to or for the
     account of any Lender or Administrative  Agent hereunder or under any other
     Loan Document shall be made free and clear of and without deduction for any
     and all present or future Taxes,  excluding, in the case of each Lender and

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<PAGE>

     Administrative  Agent,  Taxes  imposed on its income  and  franchise  Taxes
     imposed on it by the  jurisdiction  under the Laws of which such Lender (or
     its Applicable Lending Office) or Administrative Agent (as the case may be)
     is organized,  or any political  subdivision  thereof. If Borrower shall be
     required  by Law to deduct any Taxes from or in respect of any sum  payable
     under  this  Agreement  or  any  other  Loan  Document  to  any  Lender  or
     Administrative  Agent,  (i) the sum payable shall be increased as necessary
     so  that  after  making  all  required  deductions   (including  deductions
     applicable to  additional  sums payable under this SECTION 4.6) such Lender
     or  Administrative  Agent receives an amount equal to the sum it would have
     received had no such  deductions  been made,  (ii) Borrower shall make such
     deductions,  (iii)  Borrower  shall  pay the full  amount  deducted  to the
     relevant   taxation   authority  or  other  authority  in  accordance  with
     applicable Law, and (iv) Borrower shall furnish to Administrative Agent, at
     its address  listed in SCHEDULE 2.1, the original or a certified  copy of a
     receipt evidencing payment thereof.

           (b)     STAMP AND  DOCUMENTARY TAXES.  In  addition,  to  the  extent
     permitted by applicable Law,  Borrower agrees to pay any and all present or
     future stamp or documentary taxes and any other excise or property taxes or
     charges or similar  levies  which  arise from any  payment  made under this
     Agreement or any other Loan  Document or from the execution or delivery of,
     or  otherwise  with respect to, this  Agreement or any other Loan  Document
     (hereinafter referred to as "OTHER TAXES").

           (c)     INDEMNIFICATION FOR TAXES.  Borrower agrees to indemnify each
     Lender  and  Administrative  Agent  for the full  amount of Taxes and Other
     Taxes which Borrower is obligated to pay under this Section 4.6 (including,
     without  limitation,  any Taxes or Other  Taxes  imposed or asserted by any
     jurisdiction on amounts payable under this SECTION 4.6) paid by such Lender
     or Administrative  Agent (as the case may be) and any liability  (including
     penalties,  interest,  and  expenses)  arising  therefrom  or with  respect
     thereto.

           (d)     WITHHOLDING TAX FORMS.  Each Lender  organized under the Laws
     of a jurisdiction outside the United States, on or prior to the date of its
     execution and delivery of this  Agreement in the case of each Lender listed
     on the  signature  pages  hereof  and on or  prior  to the date on which it
     becomes a Lender in the case of each  other  Lender,  and from time to time
     thereafter if requested in writing by Borrower or Administrative Agent (but
     only so long as such Lender remains  lawfully able to do so), shall provide
     Borrower  and  Administrative  Agent  with (i) if such  Lender  is a "bank"
     within the meaning of Section  881(c)(3)(A) of the Code,  Internal  Revenue
     Service Form 1001 or 4224, as appropriate, or any successor form prescribed
     by the Internal Revenue Service, certifying that such Lender is entitled to
     benefits  under an income tax treaty to which the United  States is a party
     which  reduces  the rate of  withholding  tax on  payments  of  interest or
     certifying  that  the  income  receivable  pursuant  to this  Agreement  is
     effectively connected with the conduct of a trade or business in the United
     States,  or (ii) if such  Lender  is not a "bank"  within  the  meaning  of
     Section  881(c)(3)(A)  of the Code and intends to claim an  exemption  from
     United States  withholding  tax under Section  871(h) or 881(c) of the Code
     with  respect to  payments  of  "portfolio  interest,"  a Form W-8,  or any
     successor  form  prescribed  by  the  Internal  Revenue   Service,   and  a
     certificate  representing  that such  Lender is not a bank for  purposes of
     Section  881(c) of the Code,  is not a 10-percent  shareholder  (within the
     meaning  of Section  871(h)(3)(B)  of the Code) of  Borrower,  and is not a
     controlled foreign  corporation  related to Borrower (within the meaning of
     Section  864(d)(4) of the Code).  Each Lender which so delivers a W-8, Form
     1001, or 4224 further  undertakes to deliver to Borrower and Administrative
     Agent  additional  forms (or a  successor  form) on or before the date such
     form  expires  or becomes  obsolete  or after the  occurrence  of any event
     requiring a change in the most recent form so delivered by it, in each case
     certifying  that such Lender is entitled to receive  payments from Borrower
     under any Loan Document  without  deduction or withholding (or at a reduced
     rate of deduction  or  withholding)  of any United  States  federal  income

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<PAGE>

     taxes,  unless an event (including without limitation any change in treaty,
     law,  or  regulation)  has  occurred  prior to the  date on which  any such
     delivery  would   otherwise  be  required  which  renders  all  such  forms
     inapplicable  or which would prevent such Lender from duly  completing  and
     delivering  any  such  form  with  respect  to it and such  Lender  advises
     Borrower and Administrative  Agent that it is not capable of receiving such
     payments  without any deduction or  withholding  of United  States  federal
     income tax.

           (e)     FAILURE  TO  PROVIDE  WITHHOLDING FORMS; CHANGES IN TAX LAWS.
     For any  period  with  respect  to which a Lender  has  failed  to  provide
     Borrower and  Administrative  Agent with the  appropriate  form pursuant to
     SECTION  4.6(d)  (unless such  failure is due to a change in Law  occurring
     subsequent  to the  date on  which a form  originally  was  required  to be
     provided),  such  Lender  shall not be entitled  to  indemnification  under
     SECTION  4.6(a) or 4.6(b)  with  respect  to Taxes  imposed  by the  United
     States; provided,  however, that should a Lender, which is otherwise exempt
     from or subject to a reduced rate of  withholding  tax,  become  subject to
     Taxes because of its failure to deliver a form required hereunder, Borrower
     shall take such steps as such  Lender  shall  reasonably  request to assist
     such Lender to recover such Taxes.

           (f)     CHANGE  IN   APPLICABLE   LENDING  OFFICE.   If  Borrower  is
     required  to pay  additional  amounts  to or for the  account of any Lender
     pursuant to this SECTION 4.6, then such Lender will agree to use reasonable
     efforts to change the  jurisdiction of its Applicable  Lending Office so as
     to eliminate or reduce any such  additional  payment  which may  thereafter
     accrue if such change,  in the reasonable  judgment of such Lender,  is not
     otherwise materially disadvantageous to such Lender.

           (g)     TAX PAYMENT RECEIPTS.  Within thirty (30) days after the date
     of any payment of Taxes, Borrower shall furnish to Administrative Agent the
     original or a certified copy of a receipt evidencing such payment.

           (h)     SURVIVAL.  Without  prejudice  to  the  survival of any other
     agreement of Borrower hereunder, the agreements and obligations of Borrower
     contained in this SECTION 4.6 shall  survive the  termination  of the Total
     Commitment and the payment in full of the Obligation.

SECTION 5  FEES.

     5.1   TREATMENT  OF FEES.  Except as otherwise  provided  by Law,  the fees
described in this  SECTION 5: (a) do not  constitute  compensation  for the use,
detention,  or forbearance of money, (b) are in addition to, and not in lieu of,
interest  and  expenses  otherwise  described  in this  Agreement,  (c) shall be
payable in accordance with SECTION 3.1, (d) shall be non-refundable,  (e) shall,
to the fullest extent permitted by Law, bear interest,  if not paid when due, at
the Default  Rate,  and (f) shall be calculated on the basis of actual number of
days (including the first day but excluding the last day) elapsed,  but computed
as if each calendar year consisted of 360 days,  unless such  computation  would
result in interest  being computed in excess of the Maximum Rate, in which event
such computation shall be made on the basis of a year of 365 or 366 days, as the
case may be.

     5.2   FEES OF ADMINISTRATIVE  AGENT  AND  ARRANGER.  Borrower shall  pay to
Administrative  Agent  and  Arranger,  as the  case  may be,  solely  for  their
respective  accounts,  the  fees  described  in  that  certain  separate  letter
agreement dated as of October 4, 1999, between Borrower, ACX Technologies, Inc.,
Administrative Agent, and Arranger.

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<PAGE>


     5.3   COMMITMENT  FEES.  Following the Closing Date, Borrower  shall pay to
Administrative  Agent,  for the ratable  account of Lenders,  a commitment  fee,
calculated daily from the Closing Date but payable in installments in arrears on
the Initial  Borrowing Date, each March 31, June 30,  September 30, and December
31 and on the  Termination  Date for the Revolver  Facility,  commencing  on the
earlier of (i) the Initial  Borrowing  Date or (ii) March 31, 2000. On and after
the Closing Date through,  but not including,  the Initial  Borrowing  Date, the
commitment fee shall be an amount equal to the Applicable  Margin for Commitment
Fees multiplied by the Total Commitment. On any day of determination on or after
the Initial  Borrowing  Date, the commitment fee shall be an amount equal to the
Applicable  Margin for Commitment Fees multiplied by the amount by which (a) the
Revolver  Commitment  on such day exceeds (b) the Revolver  Commitment  Usage on
such day. Each such  installment  shall be calculated in accordance with Section
5.1(f).  Solely for the purposes of this SECTION 5.3, (i)  determinations of the
average daily Revolver  Commitment  Usage shall exclude the Swing Line Principal
Debt; and (ii) "ratable" shall mean, with respect to any Lender, that proportion
which (x) the average  daily  unused  Committed  Sum of such Lender  during such
period bears to (y) the amount of the average daily unused Total Commitment.

     5.4   LC FEES.  As an  inducement  for  the  issuance  (including,  without
limitation,  any extension) of each LC, Borrower agrees to pay to Administrative
Agent:

           (a)     For the account of each Lender,  according  to each  Lender's
     Commitment  Percentage  under the  Revolver  Facility on the day the fee is
     payable,  an issuance fee payable  quarterly in arrears for so long as each
     such LC is  outstanding,  on the last  Business  Day of each  March,  June,
     September,  and December and on the expiry date of the LC. The issuance fee
     for each LC or any  extension  thereof  shall be in an amount  equal to the
     product of (a) the  Applicable  Margin for  Eurodollar  Rate  Borrowings in
     effect on the date of payment of such fee (calculated on a per annum basis)
     multiplied by (b) the Dollar Equivalent of the stated amount of such LC.

           (b)     For  the  account of  Administrative  Agent, as the issuer of
     LCs, payable on the date of issuance of any LC (or any extension thereof) a
     fronting  fee of 0.125% of the Dollar  Equivalent  of the stated  amount of
     such LC. In addition,  Borrower shall pay to Administrative  Agent, for its
     individual account, standard administrative charges for LC amendments.

SECTION 6. SECURITY; GUARANTIES.

     6.1   COLLATERAL.  To secure  full and complete  payment and performance of
the  Obligation,  the Loan Parties hereby jointly and severally grant and convey
to, and create in favor of, Administrative Agent (for the ratable benefit of the
Lenders)  first  priority  Liens  in and  to the  following  on  the  terms  and
conditions  set forth in the  Collateral  Documents:  (i) all of the  issued and
outstanding stock of the Domestic Subsidiaries owned by Borrower or any Domestic
Subsidiary;  (ii) 65% of the outstanding  stock of each of the Material  Foreign
Subsidiaries  owned by  Borrower  or any  Domestic  Subsidiary;  and  (iii)  all
inventory  and  accounts  receivable  of  Borrower or any  Domestic  Subsidiary,
excluding  inventory  located outside the United States and accounts  receivable
generated  from the sale of inventory to purchasers  located  outside the United
States  (collectively,  the "FOREIGN ASSETS"), so long as the aggregate value of
such Foreign Assets does not exceed 10% of the total assets of the Loan Parties,
as more particularly  described in the Collateral Documents  (collectively,  the
"COLLATERAL");  provided that, the stock of any Domestic Subsidiary that will be
merged out of existence upon the  occurrence of the Subsidiary  Mergers will not
be required to be pledged hereunder unless the Subsidiary  Mergers have not been
consummated in full on or prior to the 60th day following the Initial  Borrowing
Date, at which time the stock of each then-existing Domestic Subsidiary shall be
pledged hereunder.  In addition,  promptly after the designation,  formation, or
Acquisition  of any new  Domestic  Subsidiary  or after any  Foreign  Subsidiary
becomes  a  Material  Foreign  Subsidiary  as  reflected  on  the  most-recently

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<PAGE>

delivered   Financial   Statements,   Borrower  shall  execute  and  deliver  to
Administrative   Agent  all  instruments  and  documents   (including,   without
limitation,   Collateral   Documents  and  all   certificates   and  instruments
representing  shares of stock),  and shall take all  further  action that may be
necessary or desirable,  or that Administrative Agent may reasonably request, to
grant and perfect first priority Liens in favor of Administrative Agent (for the
ratable benefit of the Lenders) in all of each new Domestic  Subsidiary owned by
Borrower or any Domestic Subsidiary,  65% of the issued and outstanding stock of
each  new  Material  Foreign  Subsidiary  owned  by  Borrower  or  any  Domestic
Subsidiary as security for the Obligation,  and any additional  Collateral owned
by any new Domestic Subsidiary.

     6.2   GUARANTIES.  As an  inducement  to  Agents and  Lenders to enter into
this  Agreement,  Borrower  shall cause each Domestic  Subsidiary to execute and
deliver to  Administrative  Agent a Guaranty  substantially in the form and upon
the terms of EXHIBIT C,  providing for the guarantee of payment and  performance
of the Obligation;  provided that,  guaranties from any Domestic Subsidiary that
will be merged out of existence upon the  occurrence of the  Subsidiary  Mergers
will not be  required  hereunder  unless the  Subsidiary  Mergers  have not been
consummated in full on or prior to the 60th day following the Initial  Borrowing
Date, at which time guaranties from each then-existing Domestic Subsidiary shall
be required hereunder.

     6.3   FUTURE  LIENS.   Promptly   upon   the  designation,   formation,  or
Acquisition of any new Domestic Subsidiary (the stock, accounts receivable,  and
inventory  of such  new  Domestic  Subsidiary  are  referred  to  herein  as the
"ADDITIONAL  ASSETS"),  Borrower shall (or shall cause such Domestic  Subsidiary
to) execute  and deliver to  Administrative  Agent all further  instruments  and
documents   (including,   without  limitation,   Collateral  Documents  and  all
certificates and instruments evidencing Debt), and shall take all further action
that may be necessary or desirable,  or that Administrative Agent may reasonably
request, to grant,  perfect,  and protect Liens in favor of Administrative Agent
for the benefit of the Lenders in such  Additional  Assets,  as security for the
Obligation;  it being expressly  understood that the granting of such additional
security  for the  Obligation  is a material  inducement  to the  execution  and
delivery  of this  Agreement  by each  Lender.  Upon  satisfying  the  terms and
conditions hereof,  such Additional Assets shall be included in the "COLLATERAL"
for  all  purposes  under  the  Loan  Documents,   and  all  references  to  the
"COLLATERAL" in the Loan Documents shall include the Additional Assets.

     6.4   RELEASE OF COLLATERAL.

           (a)     SALES   OF  COLLATERAL.   Upon   any   sale,   transfer,   or
     disposition of Collateral which is expressly permitted pursuant to the Loan
     Documents (or is otherwise  authorized by Required  Lenders or Lenders,  as
     the case may be), and upon ten (10) Business Days' prior written request by
     Borrower  (which  request must be accompanied by true and correct copies of
     (i) all  material  documents  of transfer  or  disposition,  including  any
     contract   of  sale   and   (ii)  all   requested   release   instruments),
     Administrative  Agent shall (and is hereby  irrevocably  authorized  by the
     Lenders to) execute  such  documents  as may be  necessary  to evidence the
     release of Liens granted to Administrative Agent for the benefit of Lenders
     pursuant hereto in such Collateral.

           (b)     PERMITTED  MERGERS AND DISSOLUTIONS.  If any merger, sale, or
     dissolution  permitted by Section 9.25 results in the dissolution of a Loan
     Party or results in a surviving  entity which is not (or is not required to
     become) a Loan Party under the Loan Documents,  then upon ten (10) Business
     Days' prior written  request by Borrower (which request must be accompanied
     by true and correct copies of (i) all material  documents  relating to such
     merger,  dissolution,  or sale, and (ii) all requested release instruments)
     and  subject  to  compliance  with  any  applicable   mandatory  prepayment
     requirements  of SECTION  3.3,  Administrative  Agent  shall (and is hereby

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<PAGE>

     irrevocably  authorized by the Lenders to) execute such documents as may be
     necessary  to  evidence  the  release of the  Guaranties  of such merged or
     dissolved Loan Party and the release of all Liens granted to Administrative
     Agent (for the  benefit of  Lenders)  in and to the stock or assets of such
     merged or dissolved Loan Party.


           (c)     GENERAL  PROVISIONS.  The  actions  of  Administrative  Agent
     under this SECTION 6.4 are subject to the following: (i) no such release of
     Liens or  Guaranties  shall be granted if any Default or Potential  Default
     has occurred and is continuing,  including, without limitation, the failure
     to make certain mandatory  prepayments in accordance with SECTION 3.3(b) in
     conjunction  with the sale or transfer of such Collateral or such permitted
     merger or dissolution (as applicable);  (ii) Administrative Agent shall not
     be required to execute any such document on terms which, in  Administrative
     Agent's opinion,  would expose  Administrative Agent to liability or create
     any  obligation  or entail any  consequence  other than the release of such
     Liens without recourse or warranty; and (iii) such release shall not in any
     manner  discharge,  affect,  or impair  the  Obligation,  or Liens upon (or
     obligations  of any  Company in respect of) all  interests  retained by the
     Companies,  including (without limitation) the proceeds of any sale, all of
     which shall continue to constitute Collateral.

     6.5   NEGATIVE PLEDGE.  To the extent Administrative  Agent agrees to delay
the  perfection or attachment  of any Lien on any  Collateral of the  Companies,
including,  without  limitation,  the Foreign Assets and the stock and assets of
the Foreign Subsidiaries, for whatever reason, the Companies hereby covenant and
agree not to directly create,  incur, grant,  suffer, or permit to be created or
incurred any Lien on any such assets,  other than Permitted Liens.  Furthermore,
within thirty (30) days of the request of Administrative  Agent,  Borrower shall
(or shall cause each Company to) execute and deliver to Administrative Agent all
instruments  and documents  (including,  without  limitation,  certificates  and
instruments and documents  representing  shares of stock or evidencing Debt) and
shall take all  further  action  that may be  necessary  or  desirable,  or that
Administrative  Agent may reasonably  request,  to grant,  perfect,  and protect
Liens in favor of  Administrative  Agent for the  benefit  of  Lenders,  in such
assets, as security for the Obligation;  it being expressly  understood that the
provisions  of this negative  pledge are a material  inducement to the execution
and delivery of this Agreement by each Lender.

SECTION 7  CONDITIONS PRECEDENT.

     7.1   CONDITIONS PRECEDENT  TO  CLOSING.  This  Agreement  shall not become
effective,  and Lenders shall not be obligated to advance any Borrowing or issue
any  LC,  unless  (a)  Administrative  Agent  shall  have  received  all  of the
agreements,  documents,  instruments, and other items described on SCHEDULE 7.1;
(b) all of the  representations  and warranties of each Company set forth in the
Loan Documents are true and correct in all material respects; and (c) no Default
or Potential Default shall have occurred or occur as a result thereof.

     7.2   CONDITIONS PRECEDENT  TO  INITIAL  BORROWING.  Lenders  shall  not be
obligated to advance any Borrowing or issue any LC unless each of the conditions
precedent required in SECTION 7.1 have been satisfied and  Administrative  Agent
shall have received all of the  agreements,  documents,  instruments,  and other
items described on SCHEDULE 7.2.

     7.3   CONDITIONS PRECEDENT TO A PERMITTED  ACQUISITION.  On or prior to the
consummation of any Permitted Acquisition (whether or not the purchase price for
such  Acquisition  is funded by  Borrowings),  Borrower shall have satisfied the
conditions and delivered,  or caused to be delivered,  to Administrative  Agent,
all  documents and  certificates  set forth on SCHEDULE 7.3 by no later than the

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<PAGE>

dates specified for  satisfaction  of such conditions on SCHEDULE 7.3.  Promptly
upon  receipt of each  Permitted  Acquisition  Compliance  Certificate  and each
Permitted  Acquisition  Loan  Closing  Certificate,  Administrative  Agent shall
provide copies of such certificates to Lenders. All documentation  delivered and
satisfaction of conditions  pursuant to the  requirements of SECTION 7.3 must be
reasonably  satisfactory to Administrative Agent. To the extent any Borrowing is
being requested in connection  with the  consummation  of the  Acquisition,  the
conditions  set forth in SECTIONS 7.3 and 7.4 hereof must be satisfied  prior to
the making of any such Borrowing.

     7.4   CONDITIONS   PRECEDENT   TO  EACH  BORROWING.   In  addition  to  the
conditions  stated in SECTIONS 7.1, 7.2, and 7.3,  Lenders will not be obligated
to fund (as opposed to continue or convert) any  Borrowing,  and  Administrative
Agent will not be obligated  to issue any LC, as the case may be,  unless on the
date of such Borrowing  (and after giving effect  thereto):  (a)  Administrative
Agent shall have  timely  received  therefor a Borrowing  Notice or a LC Request
(together  with  the  applicable  LC  Agreement),   as  the  case  may  be;  (b)
Administrative  Agent shall have timely  received,  as  applicable,  the LC fees
provided for in SECTION 5.4; (c) all of the  representations  and  warranties of
each  Company  set  forth in the Loan  Documents  are  true and  correct  in all
material  respects  (except  to the  extent  that  (i) the  representations  and
warranties   speak  to  a  specific  date  or  (ii)  the  facts  on  which  such
representations  and  warranties  are based have been  changed  by  transactions
permitted by the Loan  Documents);  (d) no change in the financial  condition or
business  of any  Company  which  could be a Material  Adverse  Event shall have
occurred  since the date of the  Current  Financials  delivered  by  Borrower to
Lenders  pursuant  to  SECTION  7.2 of the Credit  Agreement;  (e) no Default or
Potential Default shall have occurred and be continuing; (f) the funding of such
Borrowings  and  issuance of such LC, as the case may be, are  permitted by Law;
and (g) upon the  reasonable  request of  Administrative  Agent,  Borrower shall
deliver to Administrative  Agent evidence  substantiating  any of the matters in
the Loan  Documents  which are necessary to enable  Borrower to qualify for such
Borrowing.  Each  Borrowing  Notice and LC Request  delivered to  Administrative
Agent  shall  constitute  the   representation   and  warranty  by  Borrower  to
Administrative  Agent  that the  statements  above are true and  correct  in all
respects.  Each  condition  precedent  in  this  Agreement  is  material  to the
transactions  contemplated  in this  Agreement,  and time is of the  essence  in
respect of each  thereof.  Subject to the prior  approval of  Required  Lenders,
Lenders  may fund any  Borrowing,  and  Administrative  Agent  may issue any LC,
without all conditions being satisfied, but, to the extent permitted by Law, the
same  shall  not be  deemed  to be a waiver  of the  requirement  that each such
condition precedent be satisfied as a prerequisite for any subsequent funding or
issuance, unless Required Lenders specifically waive each such item in writing.

     7.5   BORROWING NOTICES AND LC REQUESTS.  Each  Borrowing  Notice  (whether
telephonic or written) and LC Request  constitutes a representation and warranty
by  Borrower  that,  as of the  Borrowing  Date or the date of  issuance  of the
requested LC, as the case may be, all of the  conditions  precedent in SECTION 7
applicable thereto have been satisfied.

SECTION 8  REPRESENTATIONS AND WARRANTIES.  Borrower  represents and warrants to
Administrative Agent and Lenders as follows:

     8.1   PURPOSE  OF CREDIT  FACILITIES.  Borrower will use (or will loan such
proceeds to other Loan Parties to so use) all proceeds of Borrowings  for one or
more of the following:  (a) up to $200,000,000 to be used  concurrently with the
Spinoff (i) to repay  indebtedness  owed to ACX, (ii) to fund a Distribution  to
ACX, and/or (iii) to pay ACX for an inter-company transfer of assets; (b) to pay
the costs and expenses  associated  with the Spinoff;  (c) to finance  Permitted
Acquisitions;  (d) for working capital of the Companies;  (e) to finance Capital
Expenditures;  and (f) for  general  corporate  purposes  of the  Companies.  No
Company is engaged principally,  or as one of its important  activities,  in the
business of  extending  credit for the  purpose of  purchasing  or carrying  any
"margin  stock"  within the meaning of Regulation U.  No part of the proceeds of

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<PAGE>

any Borrowing will be used, directly or indirectly, for a purpose which violates
any Law, including, without limitation, the provisions of Regulations T, U, or X
(as  enacted  by the  Board of  Governors  of the  Federal  Reserve  System,  as
amended).

     8.2   EXISTENCE,  GOOD  STANDING,  AND  AUTHORITY.  Each  Company  is  duly
organized,  validly  existing,  and (so  long as  applicable  to the  respective
jurisdiction)   in  good  standing  under  the  Laws  of  its   jurisdiction  of
organization   (such   jurisdictions   being  identified  on  SCHEDULE  8.3,  as
supplemented  in  writing  from time to time by an  amendment  to that  Schedule
delivered  by  Borrower to  Administrative  Agent to reflect any changes to such
Schedule as a result of transactions  permitted by the Loan  Documents).  Except
where the failure to do so could not  reasonably  be expected  to  constitute  a
Material Adverse Event,  each Company is duly qualified to transact business and
(so long as applicable to the  respective  jurisdiction)  is in good standing in
each  jurisdiction  where the nature and extent of its business  and  properties
require  the same.  Except  where the failure to do so could not  reasonably  be
expected to  constitute a Material  Adverse  Event,  each Company  possesses all
requisite  authority and power to conduct its business as is now being conducted
and as proposed  under the Loan Documents to be conducted and to own and operate
its business as now owned and operated and as proposed to be owned and operated.

     8.3   SUBSIDIARIES; CAPITAL  STOCK.  The  Companies  have  no  Subsidiaries
except  as  disclosed  on  SCHEDULE  8.3 (as  supplemented  from time to time in
writing by an amendment to that Schedule delivered by Borrower to Administrative
Agent to  reflect  any  changes  to such  Schedule  as a result of  transactions
permitted  by  the  Loan  Documents).  All  Material  Foreign  Subsidiaries  are
described  as such on SCHEDULE  8.3.  All of the  outstanding  shares of capital
stock (or similar  voting  interests) of each  Subsidiary  are duly  authorized,
validly  issued,  fully  paid,  and  nonassessable  and are owned of record  and
beneficially  as set forth on  SCHEDULE  8.3 (as  supplemented  and  modified in
writing from time to time by an amendment to that Schedule delivered by Borrower
to  Administrative  Agent to reflect any changes to such Schedule as a result of
transactions  permitted  by the Loan  Documents),  free and clear of any  Liens,
restrictions,  claims, or rights of another Person,  other than Permitted Liens,
and none of such shares  owned by any Company is subject to any  restriction  on
transfer thereof except for restrictions  imposed by securities Laws and general
corporate Laws. No Company has outstanding any warrant,  option,  or other right
of any Person to acquire any of its capital  stock or similar  equity  interests
other than warrants  issued upon the conversion of the warrants  exercisable for
the purchase of 300,000 shares of common stock of ACX.

     8.4   AUTHORIZATION AND  CONTRAVENTION.  The execution and delivery by each
Company of each Loan Document to which it is a party and the performance by such
Company  of its  obligations  under  such  Loan  Documents  (a) are  within  the
corporate  or  partnership  power of such  Company,  (b)  will  have  been  duly
authorized by all necessary  corporate or partnership action on the part of such
Company  when such Loan  Document  is  executed  and  delivered,  (c) require no
Authorization,  waiver,  formal exemption from, or other action by or in respect
of, or filing with, any Governmental Authority or Person, which consent, action,
or  filing  has not been  taken or made on or prior to the  Closing  Date (or if
later,  the date of execution and delivery of such Loan Document),  (d) will not
violate any provision of the articles of  incorporation,  bylaws, or partnership
agreement of such Company,  (e) will not violate any provision of Law applicable
to it, other than such violations which  individually or collectively  could not
reasonably  be expected to  constitute a Material  Adverse  Event,  (f) will not
violate   any   written  or  oral   agreements,   contracts,   commitments,   or
understandings  to which it is a party,  other than such violations  which could
not reasonably be expected to constitute a Material  Adverse Event and could not
reasonably  be expected to impose any  liability on any Agent or Lender,  or (g)
will not result in the  creation or  imposition  of any Lien on any asset of any
Company (except for the Liens in favor of Administrative  Agent and the Lenders,
securing the  Obligation).  The Companies  have (or will have upon  consummation
thereof) all necessary Authorizations,  consents, and approvals of any Person or
Governmental  Authority  required  to be obtained in order to effect the Spinoff

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<PAGE>

and any Permitted  Acquisition,  asset transfer,  change of control,  merger, or
consolidation permitted by the Loan Documents,  other than the failure to obtain
such  consents  or  approvals  which  could not  reasonably  be expected to be a
Material Adverse Event. Upon their execution, the Loan Documents will constitute
the valid and binding obligations of the Loan Parties to the extent that each is
a party thereto, enforceable in accordance with their terms.

     8.5   BINDING  EFFECT.  Upon execution and delivery by all parties thereto,
each Loan Document will  constitute a legal,  valid,  and binding  obligation of
each Company party thereto,  enforceable against each such Company in accordance
with its terms,  except as  enforceability  may be limited by applicable  Debtor
Relief Laws and general principles of equity.

     8.6   FINANCIAL  STATEMENTS.   The  Current  Financials  were  prepared  in
accordance  with  GAAP  and  present  fairly,  in  all  material  respects,  the
consolidated financial condition,  results of operations,  and cash flows of the
Companies  as of and for the  portion of the fiscal  year  ending on the date or
dates thereof  (subject only to normal  year-end audit  adjustments  for interim
statements).  There were no material liabilities,  direct or indirect,  fixed or
contingent,  of the Companies as of the date or dates of the Current  Financials
which are required  under GAAP to be reflected  therein or in the notes thereto,
and  are  not  so  reflected.  Except  for  transactions  directly  related  to,
specifically contemplated by, or expressly permitted by, the Loan Documents, (a)
there  have been no  changes  in the  consolidated  financial  condition  of the
Companies from that shown in the Current  Financials after such date which could
be a Material  Adverse  Event,  and (b)  neither  Borrower  nor any  Company has
incurred any liability (including,  without limitation,  any liability under any
Environmental  Law),  direct or indirect,  fixed or contingent,  after such date
which could be a Material Adverse Event.

     8.7   LITIGATION, CLAIMS, INVESTIGATIONS.  No  Company  is  subject  to, or
aware of the  threat  of,  any  Litigation  which  is  reasonably  likely  to be
determined  adversely to any Company,  and, if so  adversely  determined,  could
(individually  or  collectively  with other  Litigation)  be a Material  Adverse
Event.  There are no outstanding orders or judgments for the payment of money in
excess  of  $2,000,000   (individually   or  collectively)  or  any  warrant  of
attachment,  sequestration,  or  similar  proceeding  against  the assets of any
Company  having a value  (individually  or  collectively)  of $2,000,000 or more
which is not either (a) stayed on appeal or (b) being  diligently  contested  in
good faith by appropriate  proceedings  with adequate  reserves  having been set
aside on the books of such Company in accordance with GAAP.  There are no formal
complaints, suits, claims, investigations, or proceedings initiated at or by any
Governmental  Authority  pending or, to Borrower's  knowledge,  threatened by or
against  any  Company  (a)  relating  to  the  Spinoff,   (b)  relating  to  the
transactions  evidenced by the Loan Documents,  or (c) which could reasonably be
expected to be a Material Adverse Event, nor any judgments,  decrees,  or orders
of any  Governmental  Authority  outstanding  against  any  Company  that  could
reasonably be expected to be a Material Adverse Event.

     8.8   TAXES.  All  Tax  returns of  each Company  required to be filed have
been filed (or extensions have been granted) prior to delinquency, except as set
forth on SCHEDULE  8.8 or for any such  returns for which the failure to so file
could not be a Material  Adverse Event,  and all Taxes imposed upon each Company
which are due and payable have been paid prior to delinquency,  other than Taxes
for which the criteria for Permitted Liens (as specified in SECTION 9.13(b)(ix))
have been  satisfied  or for which  nonpayment  thereof  could not  constitute a
Material Adverse Event.

     8.9   Environmental Matters.  The  Companies  conduct  and  have  conducted
ongoing  reviews to determine that its properties and operations are in material
compliance with the Environmental  Laws and to identify and evaluate  associated
material costs and liabilities (including,  without limitation,  (i) any capital
or  operating  expenditures  required  for  clean-up  or closure  of  properties
presently  or  previously  owned,  operated,  or used,  or of  properties  to be

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acquired,  (ii) any  capital or  operating  expenditure  required  to achieve or
maintain  compliance with Environmental Laws and all Environmental  Permits held
by any Company; (iii) any related constraints on operating activities, including
any periodic or permanent shutdown of any facility or reduction in the level of,
or change  in the  nature  of  operation  of,  any  facility;  (iv) any costs or
liabilities  in  connection  with  off-site  disposal  of  wastes  or  Hazardous
Substances;  and (v)  any  actual  or  potential  liability  to  third  parties,
including employees,  and any related costs and expenses). In addition, there is
(a) no environmental condition or circumstance,  such as the presence or Release
of any  Hazardous  Substance,  on any property  presently or  previously  owned,
operated,  or used by any  Company  that could  reasonably  be  expected to be a
Material Adverse Event, (b) no Environmental Liability or violation of or by any
Company of any Environmental Law, except for such liabilities or violations that
could not  reasonably  be expected to be a Material  Adverse  Event,  and (c) no
obligation by any Company to address any  Environmental  Liability or remedy any
violation of any  Environmental  Law, except for such obligations that could not
reasonably  be  expected  to be a Material  Adverse  Event.  Except  where not a
Material  Adverse  Event,  the  Companies  possess all  necessary  Environmental
Permits and approvals  required to conduct their  respective  operations and are
operating in substantial compliance thereunder.

     8.10  EMPLOYEE  BENEFIT  PLANS.  (a)  No  Employee  Plan  has  incurred  an
"accumulated funding deficiency" (as defined in Section 302 of ERISA and Section
412 of the Code),  (b) no Company or any ERISA  Affiliate has incurred  material
liability to the PBGC or with respect to an Employee  Plan,  which  liability is
currently due and remains unpaid under Title IV of ERISA, (c) each Employee Plan
subject to ERISA and the Code  complies in all material  respects,  both in form
and  operation,  with ERISA and the Code,  (d) no ERISA Event has occurred or is
reasonably  expected to occur with respect to any Employee Plan or Multiemployer
Plan  which,  individually  or  collectively  with all other  ERISA  Events then
existing,  could  reasonably be expected to be a Material Adverse Event, (e) the
present  value of all  accrued  benefits  under  each  Employee  Plan  (based on
actuarial  assumptions  used for funding  purposes in the most recent  actuarial
valuation  prepared by the Employee Plan's actuary with respect to such Employee
Plan) did not, as of the last annual actuarial  valuation date for such Employee
Plan, exceed the then-current value of the assets of such Employee Plan, (f) the
present  value of accrued  benefits  under  each  Employee  Plan  (based on PBGC
actuarial assumptions used for plan termination),  on any date of determination,
does not  exceed  the  value of the  assets of such  Employee  Plan by more than
$22,500,000  (such  amount  to be  based  on a good  faith  estimate  using  the
assumptions from the most-recent  Employee Plan valuation),  (g) the Spinoff and
related  transfer of  Employee  Plan assets  between ACX and  Borrower  has been
reviewed  and  approved  by the  PBGC,  and  (h) no  Company  has  received  any
notification or request from the PBGC regarding a potential  Reportable Event or
a request  for  information  to assess  the  impact of the Loan  Documents,  the
Spinoff, or any other transaction.

     8.11  PROPERTIES; LIENS; LEASES.  Each  Company  has  good  and  marketable
title to all its property  reflected on the Current  Financials,  except (a) for
(i) property  that is obsolete,  (ii)  property that has been disposed of in the
ordinary course of business, or (iii) property with title defects or failures in
title which, when considered in the aggregate,  could not reasonably be expected
to be a  Material  Adverse  Event,  or (b) as  otherwise  permitted  by the Loan
Documents.  Except for Permitted Liens,  there is no Lien on any property of any
Company. No Company is party or subject to any agreement,  instrument,  or order
which in any way restricts  any  Company's  ability to allow Liens to exist upon
any of its  assets,  except  relating to  Permitted  Liens.  Except  where not a
Material  Adverse  Event,  (a) each  Company  enjoys  peaceful  and  undisturbed
possession  under all leases  necessary  for the  operation  of its  properties,
assets,  and business  and (b) all material  leases under which any Company is a
lessee are in full force and effect.

     8.12  GOVERNMENT REGULATIONS.  No  Company  is  subject to regulation under
the  Investment  Company Act of 1940,  as amended,  the Public  Utility  Holding

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Company Act of 1935, as amended,  or any other Law (other than Regulations T, U,
and X of the Board of Governors of the Federal  Reserve  System) which regulates
the incurrence of Debt.

     8.13  TRANSACTIONS WITH AFFILIATES.  Except  as  permitted in SECTION 9.14,
no  Company  is a party to a  material  transaction  with any of its  Affiliates
(excluding transactions between or among Loan Parties),  other than transactions
in the  ordinary  course  of  business  and upon fair and  reasonable  terms not
materially  less  favorable  than such  Company  could  obtain  or could  become
entitled  to in an  arm's-length  transaction  with a  Person  that  was not its
Affiliate.

     8.14  DEBT.  No Company has any Debt, other than Permitted Debt.

     8.15  MATERIAL  AGREEMENTS.  (a)  There  are no  failures  of any  Material
Agreement having a remaining  financial  obligation of or any remaining value to
any Company in excess of  $50,000,000  to be in full force and effect except for
any  Material  Agreement  for  which   Administrative  Agent  has  approved  the
termination  in advance;  (b) there are no failures  of any  Material  Agreement
having a financial  obligation of any Company in excess of $10,000,000  but less
than $50,000,000, or value to any Company in excess of $25,000,000 but less than
$50,000,000,  to be in full  force  and  effect  except  for those for which the
Company has given  Administrative  Agent at least 10 Business Days prior written
notice of any termination; and (c) no default or potential default exists on the
part of any Company or any other party under any Material  Agreement which could
reasonably be expected to result in a Material Adverse Effect.

     8.16  INSURANCE.   Each  Company   maintains,   with   financially   sound,
responsible,  and  reputable  insurance  companies  or  associations,  insurance
concerning  its  properties   and   businesses   against  such   casualties  and
contingencies  and of such types and in such amounts (and with  co-insurance and
deductibles) as is customary in the case of same or similar businesses.

     8.17  LABOR  MATTERS.  There  are no actual or  threatened  strikes,  labor
disputes,  slow downs, walkouts, or other concerted  interruptions of operations
by the employees of any Company that could be a Material  Adverse  Event.  Hours
worked  by and  payment  made to  employees  of the  Companies  have not been in
violation of the Fair Labor  Standards Act or any other  applicable  Law dealing
with such matters, other than any such violations, individually or collectively,
which could not constitute a Material  Adverse Event.  All payments due from any
Company  for  employee  health  and  welfare   insurance,   including,   without
limitation,  workers  compensation  insurance,  have been paid or  accrued  as a
liability  on its  books,  other  than any such  nonpayments  which  could  not,
individually or collectively,  constitute a Material Adverse Event. The business
activities and operations of each Company are in compliance  with OSHA and other
applicable health and safety laws, except to the extent that any  non-compliance
could not reasonably be expected to be a Material Adverse Event.

     8.18  SOLVENCY.  At the time of  each Borrowing hereunder, and on the dates
of the Spinoff and each Permitted Acquisition, each Company is (and after giving
effect to the transactions  contemplated by the Loan Documents, the Spinoff, any
Permitted Acquisition, and any incurrence of additional Debt, will be) Solvent.

     8.19  INTELLECTUAL PROPERTY.  Except where not reasonably  expected to be a
Material  Adverse  Event,  each  Company  owns  or has  sufficient  and  legally
enforceable  rights  to  use  all  licenses,   patents,   patent   applications,
copyrights,  service marks, trademarks,  trademark applications, and trade names
necessary to continue to conduct its  businesses as heretofore  conducted by it,
now  conducted  by it, and now  proposed to be  conducted by it. Each Company is
conducting its business  without  infringement  or claim of  infringement of any
license, patent, copyright,  service mark, trademark,  trade name, trade secret,

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<PAGE>

or  other   intellectual   property  right  of  others,   other  than  any  such
infringements  or claims which, if successfully  asserted  against or determined
adversely to any Company, could not, individually or collectively,  constitute a
Material Adverse Event.

     8.20  COMPLIANCE  WITH  LAWS.  No  Company  is in  violation  of  any  Laws
(including, without limitation,  Environmental Laws), other than such violations
which could not,  individually or  collectively,  reasonably be expected to be a
Material   Adverse  Event.   No  Company  has  received   notice   alleging  any
noncompliance  with or any  obligation or liability  under any Laws  (including,
without  limitation,   Environmental   Laws),  except  for  such  noncompliance,
obligation,  or liability which no longer exists,  or which could not reasonably
be expected to constitute a Material Adverse Event.

     8.21  THE SPINOFF.  The Spinoff  Documents have been executed and delivered
by all parties  thereto and  represent  the valid and binding  agreement  of the
parties thereto,  enforceable in all material  respects in accordance with their
terms (except as enforceability  may be limited by applicable Debtor Relief Laws
and general principles of equity).  On and as of the Initial Borrowing Date, the
execution and delivery by Borrower of the Spinoff Documents, and the performance
by Borrower and each Company of its  obligations  thereunder  (a) are within the
corporate power of such Company,  (b) have been duly authorized by all necessary
corporate  action on the part of such  Company,  (c)  require no action by or in
respect of, or filing with any  Governmental  Authority,  which action or filing
has not been  taken or made on or  prior  to the date of the  initial  Borrowing
hereunder except where the failure to take or make such actions or filings could
not reasonably be expected to be a Material  Adverse  Event,  (d) do not violate
any provision of the articles of incorporation or bylaws of such Company, (e) do
not violate any provision of Law  applicable  to it, other than such  violations
which individually or collectively could not be a Material Adverse Event, (f) do
not  violate any  Material  Agreements  to which it is a party,  other than such
violations which could not be a Material Adverse Event, (g) do not result in the
creation  or  imposition  of any  Lien on any  asset  of any  Company  or  their
predecessors in interest (other than Permitted Liens), and (h) immediately prior
to, and after giving pro forma effect thereto,  no Default or Potential  Default
exists or arises under the Loan  Documents.  On and as of the Initial  Borrowing
Date,  the Companies  have obtained all necessary  consents and approvals of any
Person or  Governmental  Authority  required  to be  obtained  in order for such
Company to  effectuate  the Spinoff  and the  transactions  contemplated  by the
Spinoff Documents, except to the extent any such failure could not be a Material
Adverse  Event and would not  reasonably  be expected to  materially  impair the
value to the  Companies  of, or the  benefits to be derived by the  Companies or
their predecessors in interest from, the Spinoff. On the Initial Borrowing Date,
all  conditions   precedent  under  the  Spinoff  Documents,   to  the  parties'
obligations  to  consummate  the Spinoff  have been  satisfied  in all  material
respects or waived in compliance with SECTION 9.28(b), and concurrently with the
Initial Borrowing Date, the Spinoff shall have been consummated.  As of the date
of the Spinoff,  the Internal Revenue Service has issued a Tax Ruling indicating
that the Spinoff will be tax free to ACX and the  shareholders  of ACX (the "TAX
RULING"),  which Tax Ruling has not been withdrawn.  Borrower will comply in all
respects with the requirements of the Tax Ruling.

     8.22  PERMITTED ACQUISITIONS.

           (a)     VALIDITY.  With  respect  to any Permitted Acquisition,  each
     Company  party  thereto has the power and  authority  under the Laws of its
     state of incorporation  and under its articles of incorporation  and bylaws
     or  partnership  agreement,  as  applicable,  to enter into and perform the
     related  Acquisition  agreement  to  which  it is a  party  and  all  other
     agreements,  documents,  and actions required  thereunder;  and all actions
     (corporate or otherwise) necessary or appropriate by such Companies (as the
     case  may  be) for  the  execution  and  performance  of  said  Acquisition
     agreements,  and all other  documents,  agreements,  and  actions  required
     thereunder have, or at the consummation of such Permitted Acquisition, will

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<PAGE>

     have been taken,  and, upon their execution,  such  Acquisition  agreements
     will  constitute  the valid and binding  obligation of the Companies  party
     thereto,  enforceable in accordance with their  respective terms (except as
     enforceability  may be limited by applicable Debtor Relief Laws and general
     principles of equity).

           (b)     NO  VIOLATIONS.  With respect to any  Permitted  Acquisition,
     the making and performance of the related Acquisition  agreements,  and all
     other  agreements,  documents,  and actions required  thereunder,  will not
     violate any provision of any Law, including,  without limitation, all state
     corporate Laws and judicial  precedents of the states of  incorporation  or
     formation  of the  Companies,  will not require any action by or in respect
     of, or filing with or consent  of, any  Governmental  Authority  or Person,
     which action,  filing, or consent has not been taken or made on or prior to
     the date of the  Permitted  Acquisition  except  where the failure to take,
     make, or obtain such actions,  filings, or consents could not reasonably be
     expected  to  be a  Material  Adverse  Event,  and  will  not  violate  any
     provisions  of the  articles  of  incorporation  and bylaws or  partnership
     agreements of the Companies, or constitute a default under any agreement by
     which any  Company or its  respective  property  may be bound,  unless such
     default could not  reasonably be expected to constitute a Material  Adverse
     Event.

     8.23  REGULATION U. "Margin Stock" (as defined in Regulation U) constitutes
less than 25% of those assets of any Company which is subject to any  limitation
on sale, pledge, or other restrictions hereunder.

     8.24  TRADENAME.  Except as listed on SCHEDULE 8.24, no Company has used or
transacted  business in any jurisdiction under any other corporate or trade name
in the five-year period preceding the date hereof.

     8.25  YEAR 2000 COMPLIANCE.  The Companies  have (i) initiated a review and
assessment of all material areas within their business and operations that could
be  adversely  affected  by the "Year  2000  Problem"  (that  is,  the risk that
computer  applications  used by the  Companies  may be unable to  recognize  and
perform properly  date-sensitive  functions involving certain dates prior to and
any  date  after   December  31,   1999),   (ii)   developed  and  delivered  to
Administrative  Agent by the Closing Date, a plan for  addressing  the Year 2000
Problem on a timely basis (the "YEAR 2000 PLAN"), and (iii) to date, implemented
in all material  respects the Year 2000 Plan in accordance  with that  timetable
(except to the extent that a failure to do so could not  reasonably  be expected
to constitute a Material Adverse Event).  Borrower  reasonably believes that all
computer  applications  (including  those of its suppliers and vendors) that are
material to any of the Companies' business and operations will on a timely basis
be able to perform  properly  date-sensitive  functions for all dates before and
after January 1, 2000 (that is, be "YEAR 2000 COMPLIANT"),  except to the extent
that a  failure  to do so could not  reasonably  be  expected  to  constitute  a
Material Adverse Event.

     8.26  NO DEFAULT.  No Default or Potential  Default exists or will arise as
a result of the execution of the Loan Documents,  of any Borrowing hereunder, or
after giving effect to the Spinoff.

     8.27  FULL DISCLOSURE.  There is no material fact or condition  relating to
the Loan  Documents or the  financial  condition,  business,  or property of any
Company which could  reasonably  be expected to be a Material  Adverse Event and
which has not been related,  in writing,  to Administrative  Agent. All material
information  heretofore furnished by any Company to any Lender or Administrative
Agent in  connection  with  the Loan  Documents  was,  and all such  information
hereafter  furnished by any Company to any Lender or  Administrative  Agent will
be,  true and correct in all  material  respects or prepared in good faith based

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upon assumptions Borrower believes to be reasonable on the date as of which such
information is stated or certified.

     8.28  PERFECTION  OF  SECURITY  INTERESTS.  Upon  filing  of the  financing
statements  against Borrower and each Domestic  Subsidiary in the  jurisdictions
indicated on SCHEDULE  8.28 and the delivery to  Administrative  Agent,  for the
benefit  of  Lenders,  of all the  outstanding  shares of stock of the  Domestic
Subsidiaries and 65% of the outstanding  shares of stock of the Material Foreign
Subsidiaries, the security interests in the Collateral created by the Collateral
Documents will be perfected in favor of Administrative Agent, for the benefit of
Lenders.  No further action,  including any filing or recording of any document,
is  necessary  in order to  establish,  perfect,  and  maintain  Lenders'  first
priority  security  interests in the assets and the stock  created by the Pledge
Agreements,  except for the  periodic  filing of  continuation  statements  with
respect to financing statements filed under the UCC.

SECTION 9  COVENANTS.  Each Loan Party covenants and agrees (and agrees to cause
its ERISA  Affiliates  with respect to SECTION  9.10) to perform,  observe,  and
comply with each of the following  covenants,  from the Closing Date and so long
thereafter  as Lenders are  committed to lend or issue LCs under this  Agreement
and  thereafter  until the  Obligation  is fully paid and  performed  and no LCs
remain  outstanding,  unless  Borrower  receives a prior written  consent to the
contrary by  Administrative  Agent as  authorized  by the  requisite  Lenders in
accordance with SECTION 13.11:

     9.1   USE OF PROCEEDS.  Borrower  shall  use  (and  shall  cause each other
Company  to use) LCs a0nd  the  proceeds  of  Borrowings  only for the  purposes
represented herein.

     9.2   BOOKS AND RECORDS.  The Companies shall maintain books,  records, and
accounts necessary to prepare Financial Statements in accordance with GAAP.

     9.3   ITEMS TO BE  FURNISHED.  Borrower  shall cause  the  following  to be
furnished to Administrative Agent for delivery to Lenders:

           (a)     Promptly after  preparation,  and no later than 95 days after
     the last day of each fiscal year of Borrower,  Financial Statements showing
     the  consolidated  financial  condition  and results of  operations  of the
     Companies  calculated  as of,  and for the year  ended on,  such day,  each
     accompanied by:

                   (i)     the   opinion  of  a  firm  of  nationally-recognized
           independent certified  public  accountants,  based on an audit  using
           generally accepted  auditing  standards,   (A)  that  such  Financial
           Statements  were  prepared in accordance with GAAP and present fairly
           in  all  material  respects  the consolidated financial condition and
           results of operations of Borrower and its Subsidiaries,  and (B) that
           is  not  qualified  with  respect to scope limitations imposed by the
           Borrower or any of  its  Subsidiaries,  with  respect  to  accounting
           principles followed by the Borrower or any of its Subsidiaries not in
           accordance with GAAP, or with respect to a "going concern" or similar
           nature; and

                   (ii)    a Compliance Certificate.

           (b)     Promptly after  preparation,  and no later than 50 days after
     the last day of the first  three  fiscal  quarters  of each  fiscal year of
     Borrower, Financial Statements showing the consolidated financial condition
     and results of  operations  calculated  for the  Companies  for such fiscal

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<PAGE>

     quarter and for the period from the  beginning of the  then-current  fiscal
     year to,  such last  day,  accompanied  by a  Compliance  Certificate  with
     respect to such Financial Statements.

           (c)     Promptly upon receipt thereof, copies of all auditor's annual
     management letters delivered to Borrower.

           (d)     Notice, promptly (but not later than 10 Business  Days) after
     Borrower knows or has reason to know of (i) the existence and status of any
     Litigation  which  could be a Material  Adverse  Event,  or of any order or
     judgment for the payment of money which  (individually  or collectively) is
     in excess of $2,000,000,  or any warrant of attachment,  sequestration,  or
     similar  proceeding  against  the  assets  of any  Company  having  a value
     (individually  or  collectively)  of $2,000,000 (ii) any material change in
     any  material  fact or  circumstance  represented  or warranted in any Loan
     Document,  (iii) a Default  or  Potential  Default  specifying  the  nature
     thereof and what action Borrower or any other Company has taken, is taking,
     or proposes to take with respect thereto, (iv) any federal, state, or local
     Law limiting or  controlling  the  operations of any Company which has been
     issued or adopted  hereafter and which could be a Material  Adverse  Event,
     (v) the  receipt  by any  Company  of notice of any  violation  or  alleged
     violation  of  any  Environmental  Law  or  Environmental   Permit  or  any
     Environmental  Liability  or  potential  Environmental   Liability,   which
     violation   or  liability   or  alleged   violation  or  liability   could,
     individually or collectively,  with other such environmental  violations or
     allegations, constitute a Material Adverse Event, or (vi) the occurrence of
     an ERISA Event or the  incurrence  of any liability by any Company or ERISA
     Affiliate with respect to any ERISA Event, which ERISA Event or liabilities
     (individually or in the aggregate with all other then existing ERISA Events
     and  related  liabilities  of the  Companies  and ERISA  Affiliates)  could
     reasonably  be  expected to be a Material  Adverse  Event,  specifying  the
     nature thereof and what action any Company or ERISA Affiliate has taken, is
     taking,  or proposes to take with respect  thereto and providing  copies of
     (A) all notices from the PBGC  terminating  or appointing a trustee for any
     Employee Plan, (B) all notices of  termination or  reorganization  from any
     sponsor of a  Multiemployer  Plan,  (C) all  notices  from any sponsor of a
     Multiemployer  Plan imposing  withdrawal  liability on any Company or ERISA
     Affiliate,  and (D)  all  notices  from  the  PBGC  regarding  a  potential
     Reportable  Event or a request for  information to assess the impact of any
     proposed transaction of Borrower or any of its ERISA Affiliates.

           (e)     Promptly   after   any  of  the  information  or  disclosures
     provided on any of the Schedules delivered pursuant to this Agreement,  any
     annexes to any of the Pledge  Agreements,  or any  annexes  required  to be
     updated  pursuant  to the terms of any other  Collateral  Document  becomes
     outdated or  incorrect  in any  material  respect,  such revised or updated
     Schedule(s)  or Annexes as may be  necessary  or  appropriate  to update or
     correct such  information  or  disclosures;  provided  that, in the case of
     amendments  and  supplements  to  SCHEDULES  9.12,  9.13,  and  9.20 or any
     amendments or supplements to annexes to the Pledge Agreements or to annexes
     required  to be  updated  pursuant  to the  terms of any  other  Collateral
     Document  having the effect of deleting  any  Collateral,  such  amended or
     supplemented Schedules or annexes shall not be deemed accepted for purposes
     of the Loan  Documents and shall not be part of the Loan  Documents  unless
     and until approved by Required Lenders.

           (f)     Within 5 Business Days after  Borrower  becomes  aware of any
     material  deviation  from the Year 2000 Plan which would cause  substantial
     compliance  with the Year 2000 Plan not to be achieved on a timely basis, a
     statement of a Responsible  Officer  setting forth the details  thereof and
     the action which the  Companies  are taking or propose to take with respect
     thereto.

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           (g)     Promptly upon the receipt thereof, a copy of any third  party
     assessment   of  any   Company's   Year  2000  Plan,   together   with  any
     recommendations  made  by such  third  party  with  respect  to  Year  2000
     compliance.

           (h)     Promptly  after  the  filing  thereof, a true,  correct,  and
     complete  copy of each Form 10-K,  Form 10-Q,  Form 8-K, or other  material
     reports or filings filed by or on behalf of any Company with the Securities
     and Exchange Commission.

           (i)     Promptly  upon  request  therefor  by Administrative Agent or
     Lenders, such information (not otherwise required to be furnished under the
     Loan Documents) respecting the business affairs, assets, and liabilities of
     the  Companies,  and  such  opinions,  certifications,  and  documents,  in
     addition to those mentioned in this Agreement, as reasonably requested.

     9.4   INSPECTIONS.   Upon reasonable  notice,   each  Company  shall  allow
Administrative Agent or any Lender (or their respective Representatives): (a) to
inspect any of their properties, to review reports, files, and other records and
(b) to make and take away copies  thereof,  to conduct tests or  investigations,
and to  discuss  any of their  affairs,  conditions,  and  finances  with  other
creditors,   directors,   officers,   employees,   other  representatives,   and
independent  accountants of such Company,  from time to time,  during reasonable
business hours.

     9.5   TAXES.  Each  Company  (a) shall  promptly  pay when  due any and all
Taxes other than Taxes the applicability,  amount, or validity of which is being
contested in good faith by lawful proceedings diligently conducted,  and against
which reserve or other provision  required by GAAP has been made, and in respect
of which levy and  execution of any Lien securing same have been and continue to
be  stayed,  (b) shall  not,  directly  or  indirectly,  use any  portion of the
proceeds of any Borrowing to pay the wages of employees  unless a timely payment
to or deposit with the  appropriate  Governmental  Authorities of all amounts of
Tax  required to be deducted  and  withheld  with  respect to such wages is also
made,  and (c)  notify  Lenders  immediately  if the  Internal  Revenue  Service
indicates that the Spinoff is not tax free or that the  requirements  of the Tax
Ruling have not been met.

     9.6   PAYMENT  OF  OBLIGATIONS.   Borrower  shall  pay  the  Obligation  in
accordance with the terms and provisions of the Loan Documents. Each Company (a)
shall promptly pay (or renew and extend) all of its material  obligations as the
same become due (unless such  obligations  -- other than the  Obligation  -- are
being  contested in good faith by  appropriate  proceedings),  (b) shall not (i)
make any  voluntary  prepayment  of principal of, or interest on, any other Debt
(other than the Obligation and the inter-Company  Debt owed to ACX and repaid in
connection with the Spinoff),  whether  subordinate to the Obligation or not, or
(ii) use  proceeds  from the  Facilities  to make any payment or  prepayment  of
principal  of, or interest  on, or sinking  fund payment in respect of any other
Debt of any Company,  and (iii) shall not, directly or indirectly,  pay, prepay,
redeem or purchase,  or deposit  funds or property  for the payment  (including,
without limitation,  a payment in respect of any sinking fund, defeasance of any
subordinated Debt), prepayment, redemption, or purchase of, subordinated Debt.

     9.7   MAINTENANCE OF EXISTENCE,  ASSETS, AND BUSINESS.  Each  Company shall
at all times: (a) except in connection with mergers and  dissolutions  permitted
under SECTION 9.25, or dispositions  permitted under SECTION 9.23,  maintain its
existence and good standing in the  jurisdiction  of its  organization;  and (b)
except  where not a Material  Adverse  Event,  (i)  maintain  its  authority  to
transact business and good standing in all other jurisdictions necessary for its
business and (ii) maintain all licenses,  permits,  and  franchises  (including,
without  limitation,  Environmental  Permits)  necessary for its business.  Each

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Company  shall keep all of its assets  which are useful in and  necessary to its
business in good working order and condition  (ordinary  wear and tear excepted)
and make all necessary repairs thereto and replacements thereof.

     9.8   INSURANCE.  Each  Company  shall, at its  costs and expense, maintain
with  financially  sound,  responsible,  and  reputable  insurance  companies or
associations  insurance covering its properties and business against such risks,
in  such  amounts,  and  with  no  greater  risk  retention  as are  customarily
maintained,  insured,  or retained by companies of established repute engaged in
the same or similar business as such Company. Upon the request of Administrative
Agent,  Borrower  will furnish to Lenders  information  presented in  reasonable
detail as to the  insurance so carried.  On the Closing Date and  thereafter  as
each  policy  is  renewed  and  extended,   the   Companies   shall  deliver  to
Administrative Agent a certificate of insurance covering the inventory and other
Collateral  for each policy of insurance and evidence of payment of all premiums
therefor.  Such policies of insurance and the  certificates  evidencing the same
shall contain an endorsement, in form and substance acceptable to Administrative
Agent,  showing loss payable to Administrative Agent for the benefit of Lenders.
Such  endorsement,  or an  independent  instrument  furnished to  Administrative
Agent, shall provide that the insurance companies will give Administrative Agent
at least 30 days prior  written  notice  before any such  policy or  policies of
insurance shall be altered or canceled and that no act or default of any Company
or any other Person shall  affect the Right of  Administrative  Agent to recover
under such policy or policies of insurance  in case of loss or damage.  Upon the
payment by the insurer of the proceeds of any such policy of insurance and if no
Default has occurred and is  continuing,  the Company so insured may retain such
insurance if such proceeds are used to repair or replace the property the damage
or  destruction  of which gave rise to the payment of such  insurance  proceeds;
provided,   however,  that  any  insurance  proceeds  not  used  for  repair  or
replacement in accordance  herewith,  unless paid as  reimbursement  of expenses
incurred and business  losses  suffered in connection with the loss or damage to
the  Collateral,  shall  be paid to or  retained  by  Administrative  Agent  for
application as a mandatory prepayment on the Obligation.

     9.9   PRESERVATION AND PROTECTION OF RIGHTS.  Each  Company  shall  perform
such acts and duly authorize,  execute,  acknowledge,  deliver, file, and record
any  additional  agreements,   documents,   instruments,   and  certificates  as
Administrative  Agent or  Required  Lenders may  reasonably  deem  necessary  or
appropriate in order to preserve and protect the Rights of Administrative  Agent
and Lenders under any Loan Document.

     9.10  EMPLOYEE  BENEFIT  PLANS.  Except where not a Material  Adverse Event
(individually  or  collectively),  no Company  shall permit any of the events or
circumstances described in SECTION 8.10 to exist or occur.

     9.11  ENVIRONMENTAL  LAWS.  Each  Company  shall (a) operate and manage its
business  and  otherwise  conduct  its  affairs in  compliance  with,  and shall
promptly take corrective action to remedy any non-compliance  with or respond to
any  obligation  or  liability  under,  all  applicable  Environmental  Laws and
Environmental  Permits,  except  to the  extent  noncompliance,  obligation,  or
liability  could not  reasonably  be expected to  constitute a Material  Adverse
Event,  (b) promptly  investigate  and remediate any known Release or threatened
Release of any  Hazardous  Substance on any property  owned by any Company or at
any  facility  operated  by any  Company to the extent and degree  necessary  to
comply with  applicable  Environmental  Law,  and (c)  establish  and maintain a
management  system  designed  to  ensure  material  compliance  with  applicable
Environmental Laws and Environmental Permits and minimize material financial and
other risks to each Company arising under applicable  Environmental Laws or as a
result of environmentally-related injuries to Persons or property.

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     9.12  DEBT  AND GUARANTIES.  No  Company  shall,  directly  or  indirectly,
create,  incur,  or suffer to exist any direct,  indirect,  fixed, or contingent
liability for any Debt, other than:

           (a)     The Obligation and Guaranties  thereof and Debt arising under
     any Financial Hedge with a Lender or an Affiliate of a Lender;

           (b)     Debt  of  the  Companies  existing  on  the  Closing Date and
     described  on  Schedule  9.12,  together  with  all  renewals,  extensions,
     amendments,  modifications,  and refinancings  thereof,  so long as (x) the
     principal  amount of any  refinanced  Debt shall not  exceed the  principal
     amount of the Debt being refinanced  immediately  prior to giving effect to
     any such  refinancing;  and (y) no Default or Potential  Default  exists or
     arises as a result of any such renewal, extension, amendment, modification,
     or refinancing;

           (c)     Endorsements of checks or drafts  in the  ordinary  course of
     business;

           (d)     Debt of any Company (other than any Foreign Subsidiary)  owed
     to any Loan Party;

           (e)     Contingent  liabilities  of  any  Company for any Debt of any
     Loan Party;

           (f)     Debt of any Foreign Subsidiary owed to any Loan  Party or any
     contingent  liabilities  of any Loan Party with  respect to the Debt of any
     Foreign  Subsidiary,  so long as and only to the extent  that such loans or
     contingent obligations are permitted under SECTION 9.20(i) (as the case may
     be);

           (g)     Debt of any Company existing  at the time any asset or Person
     is acquired by, or merged or  consolidated  with or into,  any Company (and
     renewals, extensions,  amendments, and modifications of such Debt), so long
     as (i) such Debt was not  incurred in  contemplation  of such  acquisition,
     merger, or consolidation,  (ii) no Default or Potential Default then exists
     or arises  as a result  thereof,  (iii) no other  Company  (other  than the
     existing  obligors  at the time  such  Person  or  asset  was  acquired  or
     guaranties by Borrower to the extent  permitted by SECTION  9.12(e))  shall
     have or incur any direct or  indirect  liability  for such  Debt,  (iv) the
     aggregate  amount  of such  Debt  (together  with  any and all  amendments,
     modifications,  or refinancings  thereof) does not exceed $30,000,000,  and
     (v) the  principal  amount of any such Debt shall not be  increased  by any
     renewal, extension, amendment, modification, or refinancing thereof (unless
     such increased  amount is otherwise  permitted to be incurred in compliance
     with SECTION 9.12(i));

           (h)     Debt incurred or assumed by any Company  for the  purpose  of
     financing  all or any  part of the  cost of any  asset  (including  Capital
     Leases and renewals,  extensions,  amendments,  and  modifications  of such
     Debt), so long as (i) the aggregate  amount of such Debt (together with any
     and all amendments, modifications, or refinancings thereof) does not exceed
     $15,000,000, and (ii) no Default or Potential Default then exists or arises
     as a result of such Debt incurrence; and

           (i)     Debt of any  Company not otherwise  permitted by this SECTION
     9.12, so long as such Debt does not exceed in the aggregate $15,000,000.

     9.13  LIENS.  No Company  will, directly or  indirectly,  (a) enter into or
permit to exist any  arrangement  or  agreement  which  directly  or  indirectly
prohibits  any Company from creating or incurring any Lien on any of its assets,
other than (i) the Loan  Documents,  and (ii) all  arrangements  and  agreements
arising  under  Debt  permitted  by  SECTION  9.12(h),  so long as any such Lien

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prohibition  is limited to the property or assets  financed by such Debt; or (b)
create,  incur,  or suffer or permit to be created or  incurred  or to exist any
Lien upon any of its assets, except:

           (i)     Liens securing the Obligation,  and so long as the Obligation
     is ratably secured  therewith,  Liens securing Debt incurred by any Company
     under any Financial  Hedge with any Lender or an Affiliate of any Lender to
     the extent permitted under SECTION 9.12(a);

           (ii)    Liens existing on the Closing Date, so long as such Liens are
     described  on  SCHEDULE  9.13 and the Debt  secured by all Liens  permitted
     under  this  SECTION   9.13(b)(ii)   shall  not  exceed  in  the  aggregate
     $2,000,000;

           (iii)   Liens securing Permitted  Debt  incurred  pursuant to SECTION
     9.12(g),  so long as (x) any such Lien was not created in  contemplation of
     such acquisition,  merger,  or  consolidation,  (y) the Debt secured by all
     Liens   permitted  under  this  SECTION   9.13(b)(iii)   shall  not  exceed
     $15,000,000  on any date of  determination,  and (z) any such Lien does not
     and shall not extend to any asset other than the assets secured immediately
     prior to the acquisition;

           (iv)    Liens securing Permitted Debt  incurred  pursuant  to SECTION
     9.12(h),  so long as (x) any such Lien does not  extend to any asset  other
     than the asset  purchased  or financed by such Debt,  and (y) any such Lien
     attached to such asset  concurrently with or within 180 days of the related
     asset acquisition;

           (v)     Pledges or deposits  made  to  secure   payment  of  worker's
     compensation,  or to  participate  in any fund in connection  with worker's
     compensation,  unemployment  insurance,  pensions, or other social security
     programs,  but  expressly  excluding  any  Liens  in  favor  of the PBGC or
     otherwise arising under ERISA;

           (vi)    Good-faith pledges or deposits made to secure  performance of
     bids,  tenders,  insurance or other contracts (other than for the repayment
     of borrowed money), or leases, or to secure statutory  obligations,  surety
     or appeal bonds, or indemnity,  performance,  or other similar bonds as all
     such Liens arise in the ordinary course of business of the Companies;

           (vii)   Encumbrances  consisting  of  zoning restrictions, easements,
     other restrictions on the use of real property,  or other matters of record
     affecting  real  property,  none of which  impair in any respect the use of
     such  property by the Person in question in the  operation of its business,
     and none of which is violated by  existing or proposed  structures  or land
     use, except impairments or violations which,  individually or collectively,
     could not reasonably be expected to be a Material Adverse Event;

           (viii)  Liens of landlords or of  mortgagees  of  landlords,  arising
     solely by  operation of law, on fixtures  and movable  property  located on
     premises leased in the ordinary course of business; and

           (ix)    The  following, so long as the  validity or amount thereof is
     being  contested in good faith and by  appropriate  and lawful  proceedings
     diligently  conducted,  reserve or other  appropriate  provisions  (if any)
     required by GAAP shall have been made, levy and execution thereon have been
     stayed and continue to be stayed or is not imminent, and they do not in the
     aggregate detract from the value of the property of the Person in question,
     or  impair  the use  thereof  in the  operation  of its  business  (if such
     detraction  in value or  impairment  could  reasonably  be expected to be a
     Material  Adverse Event):  (A) claims and Liens for Taxes (other than Liens
     relating to  Environmental  Laws or ERISA);  (B) claims and Liens upon, and
     defects of title to, real or personal property, including any attachment of

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     personal or real property or other legal process prior to adjudication of a
     dispute of the merits; and (C) claims and Liens of mechanics,  materialmen,
     warehousemen, carriers, landlords, or other like Liens.

     9.14  TRANSACTIONS  WITH AFFILIATES.  No  Company  shall  enter  into  any
material transaction with any of its Affiliates (excluding transactions among or
between Loan Parties), other than an inter-Company Debt arrangement with ACX and
transactions  in the ordinary  course of business  and upon fair and  reasonable
terms not  materially  less  favorable  than such Company  could obtain or could
become entitled to in an arm's-length transaction with a Person that was not its
Affiliate.

     9.15  COMPLIANCE  WITH LAWS AND  DOCUMENTS.  No Company  shall  violate the
provisions  of any Laws  (including,  without  limitation,  Environmental  Laws,
Environmental Permits, ERISA, and OSHA) applicable to it or any material written
or oral  agreement,  contract,  commitment,  or  understanding  to which it is a
party,  if such  violation  alone,  or  when  aggregated  with  all  other  such
violations,  could be a Material  Adverse  Event;  no Company  shall violate the
provisions of its articles of incorporation,  bylaws, or partnership  agreement,
or  modify,  repeal,  replace,  or  amend  any  provision  of  its  articles  of
incorporation,  bylaws, or partnership agreement, if such action could adversely
affect the Rights of Lenders.  No Company  shall  violate the  provisions of any
Material Agreement,  except to the extent such violation could not reasonably be
expected to be a Material Adverse Event.

     9.16  PERMITTED   ACQUISITIONS,   SUBSIDIARY  GUARANTIES,   AND  COLLATERAL
DOCUMENTS.  In  connection  with  each  Permitted  Acquisition,  Borrower  shall
deliver,  or cause to be delivered  to,  Administrative  Agent each of the items
described on SCHEDULE 7.3, on or before the date  specified on such Schedule for
each such item.  Borrower  shall cause each  Subsidiary  that becomes a Domestic
Subsidiary  of any  Company  after  the  Closing  Date  (whether  as a result of
acquisition,  merger,  creation,  or otherwise) (a) to execute a Guaranty on the
date such entity becomes a Domestic Subsidiary of a Company and promptly deliver
(but in no event later than 10 days  following  consummation  of such  creation,
acquisition, or merger) such Guaranty to Administrative Agent and (b) to execute
and deliver to Administrative  Agent all required Collateral  Documents creating
Liens in favor of  Administrative  Agent in those assets owned by such  Domestic
Subsidiary on which Liens are required pursuant to the Loan Documents.

     9.17  ASSIGNMENT.  No Company  shall  assign or transfer any of its Rights,
duties, or obligations under any of the Loan Documents.

     9.18  FISCAL  YEAR AND ACCOUNTING  METHODS.  No  Company  will  change  its
fiscal year for book  accounting  purposes  or change its method of  accounting,
other than (a)  immaterial  changes in methods or as required by GAAP, or (b) in
connection  with a Permitted  Acquisition,  such  changes to the  newly-acquired
entity so as to conform its fiscal year and its method of accounting to those of
the Companies.

     9.19  GOVERNMENT REGULATIONS.  No Company will conduct its business in such
a way that it will become subject to regulation under the Investment Company Act
of 1940, as amended, the Public Utility Holding Company Act of 1935, as amended,
or any other Law (other than  Regulations  T, U, and X of the Board of Governors
of the Federal Reserve System) which regulates the incurrence of Debt.

     9.20  LOANS,  ADVANCES,  AND INVESTMENTS.  No Company  shall make any loan,
advance,  extension of credit,  or capital  contribution to, make any investment
in, purchase or commit to purchase any stock or other securities or evidences of
Debt  of,  or  interests   in,  or  guaranty  any  Debt  of,  any  other  Person
(collectively, "INVESTMENTS"), other than:

           (a)     Investments  (including    without    limitation,    existing
     investments  in  Foreign  Subsidiaries)  existing  on the  Closing  Date as
     described on SCHEDULE 9.20;

           (b)     Cash Equivalents;

           (c)     Investments  of  any  Loan Party in respect of any other Loan
     Party;

           (d)     Permitted Acquisitions (other than  Acquisitions  of,  by, or
     resulting in, Foreign Subsidiaries);  provided, however, that to the extent
     that any Permitted  Acquisition  results in the formation or Acquisition of
     one or more Foreign Subsidiaries,  Borrower shall provide to Administrative
     Agent such information as Administrative  Agent shall reasonably request to
     evidence the portion of the  Purchase  Price  attributable  to such Foreign
     Subsidiaries (the "FOREIGN  INVESTMENT"),  which Foreign Investment must be
     permitted by SECTION 9.20(i);

           (e)     Trade accounts receivable which  are for  goods  furnished or
     services  rendered in the  ordinary  course of business  and are payable in
     accordance with customary trade terms;

           (f)     Financial Hedges permitted by the Loan Documents;

           (g)     Loans or advances to any Companies' directors,  officers, and
     employees  not to exceed  $3,000,000  in the aggregate for all Companies at
     any time outstanding;

           (h)     So  long  as  no Default or Potential  Default then exists or
     arises, (i) investments in Foreign  Subsidiaries (other than those existing
     on the Closing Date),  (ii)  Acquisitions  of, by, or resulting in, Foreign
     Subsidiaries,  and (iii)  investments in other Persons (other than the Loan
     Parties),  which  investments in the aggregate under this CLAUSE (h) do not
     exceed  $15,000,000,  determined  on a cumulative  basis from and after the
     Closing Date; and

           (i)     Loans   or  advances  to  a  Loan   Party  from  any  Foreign
     Subsidiary,  so long as such  loans or  advances  are  subordinated  to the
     Obligation on terms and conditions satisfactory to Administrative Agent.

     9.21  DISTRIBUTIONS.  No  Company may directly or indirectly declare, make,
or pay any Distribution,  other than: (a) Distributions declared,  made, or paid
by Borrower which are wholly in the form of its capital stock; (b) Distributions
by any  Company  to any Loan  Party;  and (c) up to  $200,000,000  as a one-time
Distribution to ACX in conjunction with the Spinoff;  provided that all payments
to ACX  (whether as a  Distribution  or a repayment  of  inter-Company  Debt) in
conjunction with the Spinoff shall not exceed $200,000,000.

     9.22  RESTRICTIONS  ON  SUBSIDIARIES.  No  Subsidiary  of Borrower  nor any
Guarantor  shall  enter  into or  permit to exist any  material  arrangement  or
agreement (other than the Loan Documents) which directly or indirectly prohibits
any  such  Subsidiary  from  (a)  declaring,  making,  or  paying,  directly  or
indirectly,  any  Distribution to Borrower or any other Company,  (b) paying any
Debt owed to Borrower  or any other  Company,  (c) making  loans,  advances,  or
investments to Borrower or any other  Company,  or (d)  transferring  any of its
property or assets to Borrower or any other Company.

     9.23  SALE  OF  ASSETS.   No  Company  shall  sell,  assign,  transfer,  or
otherwise dispose of any of its assets, other than (a) sales of inventory in the
ordinary course of business,  (b) the sale, discount,  or transfer of delinquent
accounts  receivable  in  the  ordinary  course  of  business  for  purposes  of
collection, (c) occasional sales of immaterial assets for consideration not less

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than the fair market value thereof,  (d)  dispositions of obsolete  assets,  (e)
sale, leases, or other disposition among Loan Parties,  and (f) if no Default or
Potential  Default  then exists or arises as a result  thereof,  sales of assets
other  than  those in CLAUSES  (a)  through  (e) for fair value for cash or Cash
Equivalents;  so long as (i) the aggregate  value of all assets sold pursuant to
CLAUSE  (f)  during  any  fiscal  year  shall not  exceed  $10,000,000  and (ii)
concurrently  with any  such  disposition,  Borrower  shall  make the  mandatory
prepayments (if any) required by SECTION 3.3(b)(iii).

     9.24  SALE-LEASEBACK   FINANCINGS.   No   Company   will   enter  into  any
sale-leaseback  arrangement with any Person pursuant to which such Company shall
lease any asset (whether now owned or hereafter acquired) if such asset has been
or is to be sold or transferred by any Company to any other Person.

     9.25  MERGERS AND DISSOLUTIONS;  SALE OF CAPITAL  STOCK.  No Company  will,
directly or indirectly,  merge or  consolidate  with any other Person other than
the following,  if no Default or Potential Default then exists or arises: (a) in
connection with a Permitted Acquisition if the survivor is, or concurrently with
the  Permitted  Acquisition  becomes,  a Company  organized  under the Laws of a
jurisdiction  of the United  States;  (b)  mergers or  consolidations  involving
Borrower (including a Permitted Acquisition effected as a merger) if Borrower is
the surviving  entity;  and (c) the  Subsidiary  Mergers and other mergers among
Companies;  provided  that,  in  any  merger  involving  Borrower  (including  a
Permitted  Acquisition  effected as a merger),  Borrower  must be the  surviving
entity, and, in any merger involving any other Loan Party (including a Permitted
Acquisition  effected  as a  merger),  a  Loan  Party  which  is a  Wholly-owned
Subsidiary must be the surviving entity. No Company shall liquidate, wind up, or
dissolve  (or  suffer  any   liquidation   or   dissolution),   other  than  (i)
liquidations, wind ups, or dissolutions incident to mergers permitted under this
SECTION 9.25,  (ii)  dissolution of any Loan Party if  substantially  all of its
assets have been  conveyed to another  Loan Party or disposed of as permitted by
and in accordance with the requirements of SECTION 9.23, or (iii) dissolution of
any Subsidiary other than a Loan Party if  substantially  all of its assets have
been  conveyed  to another  Subsidiary  or disposed  of as  permitted  by and in
accordance with the  requirements of SECTION 9.23. No Company may sell,  assign,
lease,  transfer,  or otherwise dispose of the capital stock (or other ownership
interests) of any other Company,  except for sales, leases,  transfers, or other
such  dispositions  between  Companies  permitted by and in accordance  with the
requirements of SECTION 9.23.

     9.26  NEW  BUSINESS.  No Company  will, directly or  indirectly,  permit or
suffer to exist any  material  change in the type of  businesses  in which it is
engaged from the  businesses  of the  Companies as conducted on the Closing Date
and in similar or related businesses that are reasonable extensions or additions
to the Companies' business on the Closing Date.

     9.27  AFFILIATE   SUBORDINATION    AGREEMENTS.    The    Companies   shall,
simultaneously  with the  creation  of any and all future Debt of any Company to
any one or more  Affiliates  (other than a Loan  Party),  cause the  appropriate
Affiliate  or  Affiliates  to execute  and  deliver to  Administrative  Agent an
agreement,  substantially in the form of EXHIBIT H, subordinating the payment of
such Debt to the payment of the Obligation.

     9.28  AMENDMENTS TO DOCUMENTS.  No Company shall either (a) amend,  modify,
repeal, replace or permit the amendment, modification, repeal, or replacement of
its  articles  of  incorporation,   bylaws,   partnership  agreement,  or  other
organizational  documents as in effect on the Closing Date, if such action could
adversely affect the Rights of Lenders; or (b) without the prior written consent
of Administrative  Agent,  amend,  modify, or waive any provision of any Spinoff
Document.

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<PAGE>

     9.29  YEAR 2000 COMPLIANCE.  The  Companies  shall  have all  hardware  and
software  systems  Year 2000  Compliant  and ready  (including  all internal and
external  testing)  on a timely  basis,  unless  the  failure to do so could not
reasonably be expected to be a Material Adverse Event.

     9.30  FINANCIAL COVENANTS.  As calculated on a  consolidated  basis for the
Companies (unless otherwise indicated):

           (a)     LEVERAGE RATIO.  Borrower  shall  never  permit  the Leverage
     Ratio of the  Companies at any date of  determination  (each a  "COMPLIANCE
     DATE")  to be  greater  than the  ratio  shown  in the  table  below  which
     corresponds to the period in which the applicable compliance date occurs:

     ===========================================================================
                      Period                           Maximum Leverage Ratio
     ===========================================================================
       Closing Date, to and including                          3.50 to 1
             December 30, 2000
     ---------------------------------------------------------------------------
       December 31, 2000, to and including                     3.25 to 1
             December 30, 2002
     ---------------------------------------------------------------------------
       December 31, 2002, to and including                     3.00 to 1
             December 30, 2003
     ---------------------------------------------------------------------------
       December 31, 2003, to and including                     2.75 to 1
             December 30, 2004
     ---------------------------------------------------------------------------
       December 31, 2004, and thereafter                       2.50 to 1
     ===========================================================================

           (b)     MINIMUM  CONSOLIDATED  NET  WORTH.   During  the  period from
     Closing Date,  through  December 31, 1999,  Borrower shall never permit its
     Consolidated Net Worth to be less than $40,000,000. On and after January 1,
     2000,  Borrower  shall never permit its  Consolidated  Net Worth to be less
     than  the  sum  of  (i)  $40,000,000,  plus  (ii)  75%  of  the  cumulative
     Consolidated  Net Income (if positive)  determined from January 1, 2000, to
     any date of determination,  plus (iii) 100% of the Net Cash Proceeds of all
     Equity Issuances  effected by any Company  (excluding the Net Cash Proceeds
     of any Equity Issuance by a Company to another Company).

           (c)     INTEREST COVERAGE.  Borrower shall  never  permit  the  ratio
     (determined  quarterly  on a  cumulative  basis from  January 1, 2000,  for
     fiscal  quarters  ending March 31, 2000,  June 30, 2000,  and September 30,
     2000,  and  thereafter,  determined  on a  quarterly  basis for the Rolling
     Period  then-ending) of (i) EBITDA to (ii) the Companies'  Interest Expense
     to be less than the ratio shown in the table below which corresponds to the
     applicable fiscal quarter:

     ===========================================================================
           Fiscal Quarter(s) Ending             Minimum Interest Coverage Ratio
     ===========================================================================
         March 31, 2000, June 30, 2000,                        3.00 to 1
     September 30, 2000, December 31, 2000,
       March 31, 2001, June 30, 2001, and
               September 30, 2001
     ---------------------------------------------------------------------------
       December 31, 2001, March 31, 2002,                      3.25 to 1
     June 30, 2002, and September 30, 2002
     ---------------------------------------------------------------------------
       December 31, 2002, March 31, 2003,                      3.75 to 1
     June 30, 2003, and September 30, 2003
     ---------------------------------------------------------------------------
       December 31, 2003, and thereafter                       4.00 to 1
     ===========================================================================

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<PAGE>

           (d)     CAPITAL  EXPENDITURES.  Commencing  on  and  after January 1,
     2000,  the  Companies  shall  not  make  Capital  Expenditures  in any  two
     consecutive fiscal years if the aggregate amount of such expenditures would
     exceed $50,000,000.

SECTION 10 DEFAULT.  The term "DEFAULT"  means the occurrence of any one or more
of the following events:

     10.1  PAYMENT OF  OBLIGATION.  The failure or refusal of any Company to pay
(a) all or any part of the Principal  Debt when the same becomes due (whether by
its terms, by acceleration,  or as otherwise provided in the Loan Documents); or
(b) any other part of the Obligation (including, without limitation, any deposit
of cash collateral  required pursuant to Section 2.6) on or before five calendar
days after the date due.

     10.2  COVENANTS.  The  failure  or refusal of Borrower (and, if applicable,
any other Company) to punctually and properly perform, observe, and comply with:

           (a)     Any covenant,  agreement,  or condition contained in SECTIONS
     9.1, 9.3(a) and (b), 9.4, 9.12,  9.13,  9.16,  9.17, 9.20 through 9.25, and
     9.30;

           (b)     Any covenant, agreement, or conditions contained  in SECTIONS
     9.3(c)  through (j), 9.6 (other than the covenants to pay the Obligation as
     set forth  therein,  which shall be governed by SECTION  10.1),  9.14,  and
     9.29, and such failure continues for five days; and

           (c)     Any other covenant,  agreement, or condition contained in any
     Loan Document  (other than the  covenants to pay the  Obligation or provide
     cash  collateral  set forth in SECTION  10.1 and the  covenants  in Section
     10.2(a) and (b)),  and such failure or refusal  continues for 30 days after
     (i) Administrative  Agent gives notice thereof,  or (ii) Borrower otherwise
     becomes aware of such failure or refusal.

           10.3    DEBTOR RELIEF.  Borrower or any Subsidiary  (a)  shall not be
Solvent,  (b)  fails  to pay  its  Debts  generally  as  they  become  due,  (c)
voluntarily  seeks,  consents  to, or  acquiesces  in the  benefit of any Debtor
Relief Law,  other than as a creditor or claimant,  or (d) becomes a party to or
is made the subject of any  proceeding  provided  for by any Debtor  Relief Law,
other than as a creditor or claimant,  that could suspend or otherwise adversely
affect the  Rights of  Administrative  Agent or any  Lender  granted in the Loan
Documents  (unless,  in the event such proceeding is  involuntary,  the petition
instituting same is dismissed within 30 days after its filing).

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<PAGE>

     10.4  JUDGMENTS AND ATTACHMENTS.  Any Company  fails,  within 10 days after
entry,  to pay,  bond,  or  otherwise  discharge  any  judgment or order for the
payment of money in excess of $5,000,000  (individually  or collectively) or any
warrant  of  attachment,   sequestration,  or  similar  proceeding  against  any
Company's  assets having a value  (individually  or  collectively) of $5,000,000
which is not stayed on appeal.

     10.5  GOVERNMENT ACTION.  (a) A final non-appealable order is issued by any
Governmental Authority, including, but not limited to, the United States Justice
Department,  seeking to cause any Company to divest a significant portion of its
assets  pursuant  to any  antitrust,  restraint  of trade,  unfair  competition,
industry  regulation,  or similar Laws, or (b) any Governmental  Authority shall
condemn,  seize, or otherwise appropriate,  or take custody or control of all or
any substantial portion of the assets of any Company.

     10.6  MISREPRESENTATION.   Any  representation  or  warranty  made  by  any
Company  contained  in any Loan  Document  shall at any time  prove to have been
incorrect in any material respect when made.

     10.7  CHANGE OF  CONTROL.  (i) Any Person or group of Persons  (within  the
meaning of Section 13 or 14 of the  Securities  Exchange Act of 1934 (as amended
from time to time the  "EXCHANGE  ACT")),  other than any Special  Shareholders,
shall have  acquired  beneficial  ownership  (within  the  meaning of RULE 13d-3
promulgated by the Securities  Exchange Commission pursuant to the Exchange Act)
of 50% or more of the  outstanding  shares of  common  stock of  Borrower;  (ii)
during any 12 consecutive  calendar  months,  individuals  who were directors of
Borrower on the first day of such period shall cease to constitute a majority of
Borrower's board of directors;  (iii) the Special  Shareholders  cease to own at
least 20% of the outstanding shares of common stock of Borrower;  or (iv) except
as otherwise  permitted  pursuant to this Agreement,  Borrower ceases to own the
percentage  of  the  issued  and  outstanding  equity  interests  issued  by its
Subsidiaries  as determined on the Closing Date or, if thereafter  acquired,  on
the date of the related  Acquisition.  As used  herein,  "SPECIAL  SHAREHOLDERS"
shall mean any trust,  the primary  beneficiaries  of which are  descendants  of
Adolph Coors,  Sr. or spouses of such  descendants,  or the trustees of any such
trusts.

     10.8  DEFAULT UNDER OTHER DEBT AND AGREEMENTS.  (a) The Borrower or any one
or more  Companies  fail to pay when due (after  lapse of any  applicable  grace
periods)  any  Debt of such  Company  (other  than  the  Obligation)  in  excess
(individually or  collectively) of $5,000,000;  (b) the acceleration of any Debt
of  Borrower  or any one or more  Companies  or the  occurrence  of any event or
condition  (which with notice or lapse of time) would  enable the holder of such
Debt or any Person  acting on behalf of such holder to  accelerate  the maturing
thereof,  which Debt exceeds (individually or collectively)  $5,000,000;  or (c)
any default  exists  under any  Material  Agreement,  which  default  under such
Material Agreement could reasonably be expected to be a Material Adverse Event.

     10.9  EMPLOYEE BENEFIT PLANS. (a) Any Company or ERISA Affiliate shall fail
to pay when due an amount or amounts  for which it is liable  under  Title IV of
ERISA, which unpaid amounts exceed $2,500,000 in the aggregate;  or (b) an ERISA
Event shall occur or exist with  respect to any Employee  Plan or  Multiemployer
Plan,  and  as a  result  of  such  ERISA  Event  and  all  other  ERISA  Events
then-existing, the aggregate liabilities incurred (or in the reasonable judgment
of Required  Lenders,  likely to be  incurred)  of the  Companies  and the ERISA
Affiliates  to any  Employee  Plan,  Multiemployer  Plan,  or the  PBGC  (or any
combination thereof) shall exceed $22,500,000.

     10.10 VALIDITY AND  ENFORCEABILITY  OF LOAN  DOCUMENTS.  Any  Loan Document
shall, at any time after its execution and delivery and for any reason, cease to
be in full force and effect in any  material  respect or be  declared to be null
and void  (other  than in  accordance  with the terms  hereof or thereof) or the

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<PAGE>

validity or  enforceability  thereof  shall be  contested  by any Company  party
thereto or any  Company  shall deny in  writing  that it has any or any  further
liability or obligations under any Loan Document to which it is a party.

     10.11 ENVIRONMENTAL  LIABILITY.  If  any event or condition  shall occur or
exist with respect to any Environmental Law,  Environmental Permit, or Hazardous
Substance,  and as a result of such event or  condition,  any Company shall have
incurred  or in the  opinion  of  Administrative  Agent or  Required  Lenders be
reasonably  likely to incur an  Environmental  Liability in excess of $2,000,000
during any consecutive twelve (12) month period.

     10.12 PLEDGED STOCK;  COLLATERAL DOCUMENTS. If (a) the Administrative Agent
ceases to hold as  Collateral  (for the benefit of  Lenders) a  perfected  first
priority Lien on all of the issued and outstanding shares of common stock of the
Domestic  Subsidiaries  issued  to any  Loan  Party  and 65% of the  issued  and
outstanding shares of common stock of the Material Foreign  Subsidiaries  issued
to Borrower or any  Domestic  Subsidiary,  and such  failure is not cured within
five Business  Days;  or (b) any  Collateral  Document  after  delivery  thereof
pursuant  to Section 6 shall for any reason  (other  than  pursuant to the terms
thereof)  cease to  create a valid  and  perfected  first  priority  Lien on and
security interest in the Collateral  purported to be covered thereby,  except as
permitted under the Loan Documents.

     10.13 LCs.  Administrative  Agent shall have been served  with,  or becomes
otherwise  subject to, a court  order,  injunction,  or other  process or decree
restraining  or seeking to restrain  it from paying any amount  under any LC and
either  (a) there has been a drawing  under such LC which  Administrative  Agent
would  otherwise  be  obligated  to pay and  Borrower  has refused to  reimburse
Administrative  Agent for such payment or (b) the expiration date of such LC has
occurred but the right of any  beneficiary  thereunder to draw under such LC has
been extended past the  expiration  date in connection  with the pendency of the
related  court  action or  proceeding  and  Borrower  has failed to deposit with
Administrative  Agent cash  collateral in an amount equal to the maximum drawing
which could be made under such LC.

SECTION 11 RIGHTS AND REMEDIES.

     11.1  REMEDIES UPON DEFAULT.

           (a)     DEBTOR RELIEF.  If a Default exists  under  SECTIONS  10.3(c)
     or 10.3(d),  the commitment to extend credit hereunder shall  automatically
     terminate  and  the  entire  unpaid   balance  of  the   Obligation   shall
     automatically  become due and  payable  without any action or notice of any
     kind  whatsoever and Borrower shall be required to provide cash  collateral
     in an amount equal to 110% of the LC Exposure  then  existing in accordance
     with SECTION 2.4(g).

           (b)     OTHER DEFAULTS.  If  any Default exists, Administrative Agent
     shall,  upon the  request  of  Required  Lenders  (subject  to the terms of
     SECTION 12) or Required  Lenders may, do any one or more of the  following:
     (i) if the  maturity of the  Obligation  has not already  been  accelerated
     under SECTION 11.1(a), declare the entire unpaid balance of the Obligation,
     or any part thereof, immediately due and payable, whereupon it shall be due
     and payable;  (ii)  terminate the  commitments  of Lenders to extend credit
     hereunder; (iii) reduce any claim to judgment; (iv) to the extent permitted
     by Law,  exercise  (or request  each  Lender to, and each  Lender  shall be
     entitled to,  exercise)  the Rights of offset or banker's  Lien against the
     interest of each Company in and to every account and other property of each
     Company which are in the possession of  Administrative  Agent or any Lender
     to the extent of the full amount of the Obligation (to the extent permitted
     by Law, each Company being deemed directly  obligated to each Lender in the
     full amount of the  Obligation for such  purposes);  (v) if the maturity of
     the  Obligation  has not already been  accelerated  under SECTION  11.1(a),

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<PAGE>

     demand  Borrower to provide cash  collateral  in an amount equal to 110% of
     the LC Exposure then existing in accordance with SECTION  2.4(g);  and (vi)
     exercise any and all other legal or equitable  Rights  afforded by the Loan
     Documents,  the Laws of the  State of New  York,  or any  other  applicable
     jurisdiction as  Administrative  Agent or Required Lenders (as the case may
     be) shall deem appropriate,  or otherwise,  including,  but not limited to,
     the  Right  to bring  suit or other  proceedings  before  any  Governmental
     Authority  either for  specific  performance  of any  covenant or condition
     contained  in any of the Loan  Documents  or in aid of the  exercise of any
     Right  granted  to  Administrative  Agent or any  Lender in any of the Loan
     Documents.

     11.2  COMPANY WAIVERS.  To  the  extent  permitted  by  Law, the  Companies
hereby waive presentment and demand for payment, protest, notice of intention to
accelerate,  notice of acceleration,  and notice of protest and nonpayment,  and
agree that their  respective  liability  with respect to the  Obligation (or any
part  thereof)  shall not be affected by any renewal or extension in the time of
payment of the Obligation (or any part thereof),  by any  indulgence,  or by any
release or change in any security for the payment of the Obligation (or any part
thereof).

     11.3  PERFORMANCE BY ADMINISTRATIVE  AGENT. If any material covenant, duty,
or agreement of any Company is not performed in accordance with the terms of the
Loan  Documents,  after the occurrence and during the  continuance of a Default,
Administrative Agent may, at its option (but subject to the approval of Required
Lenders),  perform or attempt to perform such  covenant,  duty,  or agreement on
behalf of such Company.  In such event,  any amount  expended by  Administrative
Agent in such  performance  or  attempted  performance  shall be  payable by the
Companies,  jointly and  severally,  to  Administrative  Agent on demand,  shall
become part of the Obligation,  and shall bear interest at the Default Rate from
the date of such expenditure by Administrative Agent until paid. Notwithstanding
the foregoing,  it is expressly  understood that  Administrative  Agent does not
assume,  and shall  never  have,  except by its  express  written  consent,  any
liability or  responsibility  for the  performance  of any  covenant,  duty,  or
agreement of any Company.

     11.4  DELEGATION  OF DUTIES AND  RIGHTS.  Lenders  may perform any of their
duties or exercise any of their  Rights  under the Loan  Documents by or through
their respective Representatives.

     11.5  NOT IN CONTROL.  Nothing  in  any  Loan  Document  shall, or shall be
deemed to (a) give any Agent or any Lender the Right to  exercise  control  over
the assets  (including  real  property),  affairs,  or management of any Company
prior to foreclosure  thereon,  (b) preclude or interfere with compliance by any
Company with any Law (including,  without limitation, any Environmental Law), or
(c) require any act or omission by any Company that may be harmful to Persons or
property.  Any "Material  Adverse Event" or other  materiality  qualifier in any
representation,  warranty,  covenant, or other provision of any Loan Document is
included  for the  purposes of defining  the  agreement  between the parties and
shall  not,  and  shall  not be deemed  to,  mean  that any Agent or any  Lender
acquiesces  in any  non-compliance  by any Company with any Law or document,  or
that any  Agent or any  Lender  does  not  expect  the  Companies  to  promptly,
diligently, and continuously carry out all appropriate removal, remediation, and
termination   activities   required  or  appropriate  in  accordance   with  all
Environmental  Laws.  The Agents and the Lenders have no fiduciary  relationship
with  or  fiduciary  duty  to  Borrower  or  any  Company  arising  out of or in
connection with the Loan Documents,  and the relationship between the Agents and
the Lenders, on the one hand, and Borrower and the Companies, on the other hand,
in connection with the Loan Documents is solely that of debtor and creditor. The
power of the  Agents  and  Lenders  under the Loan  Documents  is limited to the
Rights  provided in the Loan  Documents,  which  Rights  exist  solely to assure
payment and  performance  of the  Obligation  and may be  exercised  in a manner
calculated  by the Agents and Lenders in their  respective  good faith  business
judgment.

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     11.6  COURSE OF DEALING.  The acceptance by Administrative Agent or Lenders
at any time and from time to time of partial payment on the Obligation shall not
be  deemed  to  be  a  waiver  of  any  Default  then  existing.  No  waiver  by
Administrative  Agent,  Required  Lenders,  or Lenders of any  Default  shall be
deemed to be a waiver of any other then-existing or subsequent Default. No delay
or omission by Administrative  Agent, Required Lenders, or Lenders in exercising
any Right under the Loan Documents  shall impair such Right or be construed as a
waiver  thereof  or any  acquiescence  therein,  nor shall any single or partial
exercise of any such Right preclude other or further  exercise  thereof,  or the
exercise of any other Right under the Loan Documents or otherwise.

     11.7  CUMULATIVE RIGHTS.  All Rights available to Administrative  Agent and
Lenders under the Loan  Documents are cumulative of and in addition to all other
Rights granted to Administrative Agent and Lenders at law or in equity,  whether
or not the Obligation is due and payable and whether or not Administrative Agent
or Lenders have instituted any suit for collection, foreclosure, or other action
in connection with the Loan Documents.

     11.8  APPLICATION  OF  PROCEEDS.  Any and all  proceeds  ever  received  by
Administrative  Agent or Lenders from the exercise of any Rights  pertaining  to
the  Obligation  shall be applied to the  Obligation in the order and manner set
forth in SECTION 3.12.

     11.9  CERTAIN PROCEEDINGS.  Each Company will promptly execute and deliver,
or  cause  the  execution  and  delivery  of,  all  applications,  certificates,
instruments,  registration  statements,  and  all  other  documents  and  papers
Administrative  Agent or Lenders may reasonably  request in connection  with the
obtaining  of  any  consent,  approval,  registration,   qualification,  permit,
license,  or  Authorization  of  any  Governmental  Authority  or  other  Person
necessary or appropriate for the effective exercise of any Rights under the Loan
Documents.  Because the Companies agree that Administrative Agent's and Lenders'
remedies at Law for failure of the  Companies to comply with the  provisions  of
this Section would be  inadequate  and that such failure would not be adequately
compensable in damages,  the Companies  agree that the covenants of this Section
may be specifically enforced.

     11.10 EXPENDITURES  BY LENDERS.  Borrower shall  promptly pay within thirty
(30) days after request  therefor (a) all reasonable  costs,  fees, and expenses
paid or  incurred by  Administrative  Agent and  Arranger,  incident to any Loan
Document  (including,  but not limited to, the  reasonable  fees and expenses of
counsel to Administrative Agent and Arranger in connection with the negotiation,
preparation,  delivery, execution,  coordination, and administration of the Loan
Documents and any related amendment,  waiver, or consent) and (b) all reasonable
costs  and   expenses  of  Lenders   and   Administrative   Agent   incurred  by
Administrative  Agent or any Lender in connection  with the  enforcement  of the
obligations of any Company arising under the Loan Documents  following a Default
or Potential Default (including, without limitation, costs and expenses incurred
in  connection  with any workout or  bankruptcy)  or the  exercise of any Rights
arising  under the Loan  Documents  (including,  but not limited to,  reasonable
attorneys' fees including  allocated cost of internal  counsel,  court costs and
other costs of  collection),  all of which shall be a part of the Obligation and
shall bear interest at the Default Rate from the date due until the date repaid.

     11.11 JUDGMENT  CURRENCY.  Borrower,  Agents,  and each Lender hereby agree
that if, in the event that a judgment is given in relation to any sum due to any
Agent or any Lender hereunder, such judgment is given in currency (the "JUDGMENT
CURRENCY")  other than that in which such sum was  originally  denominated  (the
"ORIGINAL CURRENCy"),  Borrower agrees to indemnify such Agent or Lender, as the
case may be, to the extent that the amount of the Original  Currency which could
have been purchased thereby in accordance with normal banking  procedures on the
Business Day following receipt of such sum is less than the sum which could have
been so purchased  thereby had such  purchase been made on the day on which such

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<PAGE>

judgment  was given or, if such day is not a Business  Day, on the  Business Day
immediately  preceding  the  giving  of  such  judgment,  and if the  amount  so
purchased exceeds the amount which could have been so purchased thereby had such
purchase  been made on the day on which such  judgment was given or, if such day
is not a Business Day, on the Business Day immediately  preceding such judgment,
such Agent or Lender agrees to remit such excess to Borrower.  The agreements in
this SECTION 11.11 shall survive payment of any such judgment.

         11.12  INDEMNIFICATION.  BORROWER AND EACH GUARANTOR (BY EXECUTION OF A
GUARANTY),  JOINTLY AND  SEVERALLY,  AGREE TO INDEMNIFY  AND HOLD  HARMLESS EACH
AGENT,  ARRANGER,  AND EACH LENDER AND EACH OF THEIR  RESPECTIVE  AFFILIATES AND
THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, AND ADVISORS
(EACH,  AN  "INDEMNIFIED  PARTY") FROM AND AGAINST ANY AND ALL CLAIMS,  DAMAGES,
LOSSES,   LIABILITIES   (INCLUDING,   WITHOUT   LIMITATION,   ANY  ENVIRONMENTAL
LIABILITIES),  COSTS, AND EXPENSES  (INCLUDING,  WITHOUT LIMITATION,  REASONABLE
ATTORNEYS'  FEES) THAT MAY BE INCURRED  BY OR  ASSERTED  OR AWARDED  AGAINST ANY
INDEMNIFIED  PARTY,  IN EACH CASE  ARISING  OUT OF OR IN  CONNECTION  WITH OR BY
REASON OF (INCLUDING,  WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION,
LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THE
LOAN DOCUMENTS,  ANY OF THE  TRANSACTIONS  CONTEMPLATED  HEREIN OR THE ACTUAL OR
PROPOSED USE OF THE PROCEEDS OF THE  BORROWINGS  (INCLUDING ANY OF THE FOREGOING
ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY), EXCEPT TO THE EXTENT SUCH
CLAIM,  DAMAGE,  LOSS,  LIABILITY,  COST,  OR  EXPENSE  IS  FOUND  IN  A  FINAL,
NON-APPEALABLE  JUDGMENT BY A COURT OF COMPETENT  JURISDICTION  TO HAVE RESULTED
FROM SUCH  INDEMNIFIED  PARTY'S GROSS NEGLIGENCE OR WILLFUL  MISCONDUCT.  IN THE
CASE OF AN INVESTIGATION, LITIGATION, OR OTHER PROCEEDING TO WHICH THE INDEMNITY
IN THIS SECTION 11.12 APPLIES,  SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT
SUCH INVESTIGATION,  LITIGATION,  OR PROCEEDING IS BROUGHT BY THE BORROWER,  ITS
DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON
OR ANY  INDEMNIFIED  PARTY IS  OTHERWISE A PARTY  THERETO AND WHETHER OR NOT THE
TRANSACTIONS  CONTEMPLATED  HEREBY ARE  CONSUMMATED.  BORROWER  AND EACH COMPANY
AGREE NOT TO ASSERT ANY CLAIM  AGAINST  ANY  INDEMNIFIED  PARTY ON ANY THEORY OF
LIABILITY  (INCLUDING,  WITHOUT LIMITATION,  ANY ENVIRONMENTAL  LIABILITY),  FOR
SPECIAL,  INDIRECT,  CONSEQUENTIAL,  OR  PUNITIVE  DAMAGES  ARISING  OUT  OF  OR
OTHERWISE RELATING TO THE LOAN DOCUMENTS,  ANY OF THE TRANSACTIONS  CONTEMPLATED
HEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE BORROWINGS.  WITHOUT
PREJUDICE  TO THE  SURVIVAL  OF ANY OTHER  AGREEMENT  OF THE  BORROWER  AND EACH
GUARANTOR  HEREUNDER,  THE AGREEMENTS  AND  OBLIGATIONS OF THE BORROWER AND EACH
GUARANTOR  CONTAINED IN THIS SECTION  11.12 SHALL SURVIVE THE PAYMENT IN FULL OF
THE BORROWINGS AND ALL OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENT.

SECTION 12 AGREEMENT AMONG LENDERS.

     12.1  ADMINISTRATIVE AGENT.

           (a)     APPOINTMENT  OF  ADMINISTRATIVE  AGENT.  Each  Lender  hereby
     appoints Bank of America,  N.A. (and Bank of America,  N.A.  hereby accepts
     such  appointment) as its nominee and agent, in its name and on its behalf:
     (i) to act as  nominee  for and on behalf  of such  Lender in and under all
     Loan Documents;  (ii) to arrange the means whereby the funds of Lenders are
     to be made  available to Borrower under the Loan  Documents;  (iii) to take
     such  action as may be  requested  by any Lender  under the Loan  Documents
     (when such Lender is entitled to make such request under the Loan Documents
     and after such requesting Lender has obtained the concurrence of such other
     Lenders as may be required under the Loan  Documents);  (iv) to receive all
     documents  and items to be furnished to Lenders  under the Loan  Documents;
     (v) to timely distribute, and Administrative Agent agrees to so distribute,

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     to each Lender all material  information,  requests,  documents,  and items
     received  from  Borrower  under  the  Loan  Documents;   (vi)  to  promptly
     distribute  to each Lender its ratable part of each  payment or  prepayment
     (whether voluntary, as proceeds of collateral upon or after foreclosure, as
     proceeds of insurance  thereon,  or otherwise) in accordance with the terms
     of  the  Loan  Documents;  (vii)  to  deliver  to the  appropriate  Persons
     requests,  demands,  approvals,  and consents  received from  Lenders;  and
     (viii) to execute,  on behalf of Lenders,  such releases or other documents
     or  instruments  as are  permitted by the Loan  Documents or as directed by
     Lenders from time to time;  provided,  however,  Administrative Agent shall
     not be required to take any action which  exposes  Administrative  Agent to
     personal liability or which is contrary to the Loan Documents or applicable
     Law.

           (b)     RESIGNATION     OF     ADMINISTRATIVE    AGENT.     Successor
     Administrative  Agents.  Administrative  Agent  may  resign  at any time as
     Administrative  Agent under the Loan  Documents  by giving  written  notice
     thereof to Lenders  and may be removed as  Administrative  Agent  under the
     Loan  Documents  at any time with  cause by  Required  Lenders.  Should the
     initial  or any  successor  Administrative  Agent  ever cease to be a party
     hereto or should the  initial or any  successor  Administrative  Agent ever
     resign or be removed as  Administrative  Agent, then Required Lenders shall
     elect the successor Administrative Agent from among the Lenders (other than
     the resigning  Administrative Agent). If no successor  Administrative Agent
     shall have been so appointed by Required Lenders,  within 30 days after the
     retiring Administrative Agent's giving of notice of resignation or Required
     Lenders' removal of the retiring  Administrative  Agent,  then the retiring
     Administrative  Agent  may,  on behalf  of  Lenders,  appoint  a  successor
     Administrative Agent, which shall be a United States commercial bank having
     a  combined  capital  and  surplus  of at  least  $1,000,000,000.  Upon the
     acceptance  of any  appointment  as  Administrative  Agent  under  the Loan
     Documents   by   a   successor   Administrative   Agent,   such   successor
     Administrative  Agent shall thereupon succeed to and become vested with all
     the Rights and  assumes  all the duties  and  obligations  of the  retiring
     Administrative  Agent,  and the  retiring  Administrative  Agent  shall  be
     discharged  from its duties and obligations of  Administrative  Agent under
     the Loan Documents  (provided,  however,  that when used in connection with
     LCs  issued  and  outstanding  prior to the  appointment  of the  successor
     Administrative Agent, "Administrative Agent" shall continue to refer solely
     to the bank that issued the outstanding  LC; provided  further that any LCs
     issued or renewed after the  appointment  of any  successor  Administrative
     Agent shall be issued by such  successor  Administrative  Agent),  and each
     Lender shall execute such documents as any Lender may reasonably request to
     reflect  such change in and under the Loan  Documents.  After any  retiring
     Administrative Agent's resignation or removal as Administrative Agent under
     the Loan  Documents,  the  provisions of this Section 12 shall inure to its
     benefit as to any  actions  taken or omitted to be taken by it while it was
     Administrative Agent under the Loan Documents.

           (c)     ADMINISTRATIVE    AGENT    AS    A   LENDER.   Non-Fiduciary.
     Administrative  Agent,  in its  capacity  as a Lender,  shall have the same
     Rights  under the Loan  Documents  as any other Lender and may exercise the
     same as  though  it were  not  acting  as  Administrative  Agent;  the term
     "Lender"   shall,   unless  the  context   otherwise   indicates,   include
     Administrative Agent; and any resignation, or removal of the Administrative
     Agent hereunder shall not impair or otherwise affect any Rights, duties, or
     obligations  which  it has or may  have in its  capacity  as an  individual
     Lender. Each Lender and Borrower agree that  Administrative  Agent is not a
     fiduciary  for Lenders or for Borrower but simply is acting in the capacity
     described herein to alleviate  administrative burdens for both Borrower and
     Lenders,  that  Administrative  Agent has no duties or  responsibilities to
     Lenders or Borrower  except  those  expressly  set forth  herein,  and that
     Administrative  Agent in its  capacity  as a Lender  has all  Rights of any
     other Lender.

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           (d)     OTHER  ACTIVITIES  OF  ADMINISTRATIVE  AGENT.  Administrative
     Agent and its  Affiliates  may now or  hereafter  be engaged in one or more
     loan,  letter of credit,  leasing,  or other  financing  transactions  with
     Borrower,  act as trustee or  depositary  for  Borrower,  or  otherwise  be
     engaged  in other  transactions  with  Borrower  (collectively,  the "OTHER
     ACTIVITIES")  not the subject of the Loan Documents.  Without  limiting the
     Rights  of  Lenders   specifically   set  forth  in  the  Loan   Documents,
     Administrative Agent and its Affiliates shall not be responsible to account
     to Lenders for such other activities, and no Lender shall have any interest
     in any other  activities,  any present or future  guaranties  by or for the
     account of  Borrower  which are not  contemplated  or  included in the Loan
     Documents,  any present or future offset exercised by Administrative  Agent
     and its  Affiliates  in respect of such other  activities,  any  present or
     future  property  taken as security for any such other  activities,  or any
     property now or hereafter in the  possession  or control of  Administrative
     Agent or its Affiliates which may be or become security for the obligations
     of  Borrower  arising  under the Loan  Documents  by reason of the  general
     description of indebtedness  secured or of property  contained in any other
     agreements, documents, or instruments related to any such other activities;
     provided  that,  if any  payments  in  respect of such  guaranties  or such
     property  or the  proceeds  thereof  shall be applied to  reduction  of the
     obligations of Borrower arising under the Loan Documents,  then each Lender
     shall be entitled to share in such application ratably.

     12.2  EXPENSES.  Upon demand by Administrative Agent, each Lender shall pay
its Pro Rata Part of any reasonable  expenses  (including,  without  limitation,
court costs, reasonable attorneys' fees, and other costs of collection) incurred
by  Administrative  Agent in connection with any of the Loan Documents if and to
the extent  Administrative  Agent does not receive  reimbursement  therefor from
other sources within 60 days after incurred; provided that, each Lender shall be
entitled to receive its Pro Rata Part of any reimbursement for such expenses, or
part thereof,  which Administrative Agent subsequently  receives from such other
sources.

     12.3  PROPORTIONATE  ABSORPTION OF LOSSES.  Except as otherwise provided in
the Loan  Documents,  nothing in the Loan Documents  shall be deemed to give any
Lender any advantage  over any other Lender  insofar as the  Obligation  arising
under the Loan  Documents is concerned,  or to relieve any Lender from absorbing
its Pro Rata Part of any losses sustained with respect to the Obligation (except
to the extent such losses  result from  unilateral  actions or  inactions of any
Lender that are not made in accordance with the terms and provisions of the Loan
Documents).

     12.4  DELEGATION OF DUTIES; RELIANCE.  Administrative Agent may perform any
of its duties or  exercise  any of its  Rights  under the Loan  Documents  by or
through its Representatives.  Administrative Agent and its Representatives shall
(a) be  entitled  to rely upon (and  shall be  protected  in  relying  upon) any
writing, resolution, notice, consent, certificate, affidavit, letter, cablegram,
telecopy,  telegram,  telex or  teletype  message,  statement,  order,  or other
documents or  conversation  believed by it or them to be genuine and correct and
to have been  signed or made by the proper  Person  and,  with  respect to legal
matters,  upon  opinion of counsel  selected  by  Administrative  Agent,  (b) be
entitled to deem and treat each Lender as the owner and holder of the Obligation
owed to such Lender for all purposes  until,  subject to SECTION 13.13,  written
notice of the  assignment  or  transfer  thereof  shall  have been  given to and
received by Administrative  Agent (and any request,  authorization,  consent, or
approval  of any Lender  shall be  conclusive  and  binding  on each  subsequent
holder, assignee, or transferee of the Obligation owed to such Lender or portion
thereof  until  such  notice is given and  received),  (c) not be deemed to have
notice  of  the  occurrence  of  a  Default  unless  a  responsible  officer  of
Administrative Agent, who handles matters associated with the Loan Documents and
transactions  thereunder,  has received written notice from a Lender or Borrower
and stating  that such notice is a "Notice of  Default,"  and (d) be entitled to
consult  with  legal  counsel  (including  counsel  for  Borrower),  independent
accountants, and other experts selected by Administrative Agent and shall not be

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liable  for any  action  taken or  omitted  to be  taken in good  faith by it in
accordance with the advice of such counsel, accountants, or experts.

     12.5  LIMITATION OF LIABILITY.

           (a)     GENERAL.   None of the Agents or  any  of  their   respective
     Representatives shall be liable for any action taken or omitted to be taken
     by it or them  under  the  Loan  Documents  in good  faith  and  reasonably
     believed by it or them to be within the discretion or power  conferred upon
     it or them by the Loan Documents or be responsible for the  consequences of
     any error of  judgment,  except for  fraud,  gross  negligence,  or willful
     misconduct;   and  none  of  the   Agents   or  any  of  their   respective
     Representatives  has a fiduciary  relationship with any Lender by virtue of
     the  Loan  Documents  (provided  that,  nothing  herein  shall  negate  the
     obligation of Administrative  Agent to account for funds received by it for
     the account of any Lender).

           (b)     NON-DISCRETIONARY    ACTIONS.    INDEMNIFICATION.      Unless
     indemnified to its satisfaction against loss, cost, liability, and expense,
     neither  Administrative  Agent nor any other Agent shall be compelled to do
     any act under the Loan Documents or to take any action toward the execution
     or enforcement of the powers thereby  created or to prosecute or defend any
     suit in respect of the Loan  Documents.  If  Administrative  Agent requests
     instructions  from  Lenders or Required  Lenders,  as the case may be, with
     respect to any act or action (including, but not limited to, any failure to
     act) in connection  with any Loan Document,  Administrative  Agent shall be
     entitled  (but shall not be required)  to refrain  (without  incurring  any
     liability to any Person by so  refraining)  from such act or action  unless
     and  until it has  received  such  instructions.  Except  where  action  of
     Required  Lenders  or  all  Lenders  is  required  in the  Loan  Documents,
     Administrative  Agent  may  act  hereunder  in its own  discretion  without
     requesting  instructions.  In no event, however, shall Administrative Agent
     or any of its  respective  Representatives  be  required to take any action
     which it or they  determine  could incur for it or them criminal or onerous
     civil  liability.  Without  limiting the  generality of the  foregoing,  no
     Lender  shall have any right of action  against  Administrative  Agent as a
     result of Administrative Agent's acting or refraining from acting hereunder
     in accordance with the  instructions of Required Lenders (or all Lenders if
     required in the Loan Documents).

          (c)      INDEPENDENT  CREDIT  DECISION.    INDEMNIFICATION.    Neither
     Administrative Agent nor any other Agent shall be responsible in any manner
     to any  Lender or any  Participant  for,  and each  Lender  represents  and
     warrants  that it has not  relied  upon  Administrative  Agent or any other
     Agent in respect of, (i) the  creditworthiness of any Company and the risks
     involved  to  such   Lender,   (ii)  the   effectiveness,   enforceability,
     genuineness, validity, or the due execution of any Loan Document, (iii) any
     representation,  warranty, document, certificate, report, or statement made
     therein  or  furnished  thereunder  or in  connection  therewith,  (iv) the
     existence,  priority,  or  perfection  of any  Lien  hereafter  granted  or
     purported to be granted under any Loan Document,  or (v)  observation of or
     compliance  with any of the terms,  covenants,  or  conditions  of any Loan
     Document  on the part of any  Company.  Each  Lender  agrees  to  indemnify
     Administrative  Agent  and its  respective  Representatives  and hold  them
     harmless  from and against (but limited to such  Lender's Pro Rata Part of)
     any and all liabilities,  obligations, losses, damages, penalties, actions,
     judgments,  suits, costs, reasonable expenses, and reasonable disbursements
     of any kind or nature whatsoever which may be imposed on, asserted against,
     or  incurred  by them in any way  relating  to or  arising  out of the Loan
     Documents or any action  taken or omitted by them under the Loan  Documents
     (INCLUDING   ANY  OF  THE   FOREGOING   ARISING  FROM  THE   NEGLIGENCE  OF
     ADMINISTRATIVE AGENT OR ITS REPRESENTATIVES),  to the extent Administrative
     Agent  and its  respective  Representatives  are not  reimbursed  for  such
     amounts  by any  Company  (provided  that,  Administrative  Agent,  and its

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<PAGE>

     respective  Representatives  shall  not  have the  right to be  indemnified
     hereunder  for  its or  their  own  fraud,  gross  negligence,  or  willful
     misconduct).

     12.6  DEFAULT; COLLATERAL.

           (a)     Upon  the  occurrence  and  continuance of a Default, Lenders
     agree to promptly confer in order that Required Lenders or Lenders,  as the
     case may be, may agree upon a course of action for the  enforcement  of the
     Rights of Lenders;  and  Administrative  Agent shall be entitled to refrain
     from taking any action  (without  incurring any liability to any Person for
     so refraining)  unless and until  Administrative  Agent shall have received
     instructions  from  Required  Lenders.  All  rights  of action  under  this
     Agreement  and under the Notes and all  rights to the  Collateral,  if any,
     hereunder  may  be  enforced  by  Administrative  Agent  and  any  suit  or
     proceeding  instituted  by  Administrative  Agent  in  furtherance  of such
     enforcement  shall be brought in its name as  Administrative  Agent without
     the necessity of joining as plaintiffs or defendants any other Lender,  and
     the recovery of any judgment shall be for the benefit of Lenders subject to
     the  expenses  of  Administrative  Agent.  In actions  with  respect to any
     property  of  Borrower,  Administrative  Agent is  acting  for the  ratable
     benefit of each Lender. Any and all agreements to subordinate (whether made
     heretofore or hereafter)  other  indebtedness or obligations of Borrower to
     the Obligation  shall be construed as being for the ratable benefit of each
     Lender.

           (b)     Each  Lender authorizes and directs  Administrative  Agent to
     enter into the Collateral Documents for the benefit of the Lenders.  Except
     to the extent unanimity is required hereunder,  each Lender agrees that any
     action taken by the Required  Lenders in accordance  with the provisions of
     the this Agreement,  the Collateral Documents, or the other Loan Documents,
     and the exercise by the Required  Lenders of the powers set forth herein or
     therein,  together  with such  other  powers as are  reasonably  incidental
     thereto, shall be authorized and binding upon all of the Lenders.

           (c)     Administrative Agent is hereby authorized on behalf of all of
     the Lenders, without the necessity of any notice to or further consent from
     any  Lender,  from  time to time to take any  action  with  respect  to any
     Collateral  or Collateral  Documents  which may be necessary to perfect and
     maintain  perfected the Liens upon the Collateral  granted  pursuant to the
     Collateral Documents.

           (d)     Administrative  Agent shall have no obligation  whatsoever to
     any Lender or to any other Person to assure that the  Collateral  exists or
     is owned by any Loan  Party or is cared for,  protected,  or insured or has
     been encumbered or that the Liens granted to Administrative Agent herein or
     pursuant  hereto have been properly or  sufficiently  or lawfully  created,
     perfected,  protected,  or  enforced,  or are  entitled  to any  particular
     priority,  or to exercise at all or in any  particular  manner or under any
     duty of care,  disclosure,  or fidelity, or to continue exercising,  any of
     the Rights  granted or  available to  Administrative  Agent in this SECTION
     12.6 or in any of the Collateral Documents;  it being understood and agreed
     that in respect of the Collateral,  or any act, omission,  or event related
     thereto,   Administrative   Agent  may  act  in  any  manner  it  may  deem
     appropriate,  in its sole discretion,  given the Administrative Agent's own
     interest in the  Collateral  as one of the Lenders and that  Administrative
     Agent shall have no duty or liability  whatsoever to any Lender, other than
     to act without gross negligence or wilful misconduct.

           (e)     Lenders hereby irrevocably authorize Administrative Agent, at
     its option and in its discretion, to release any Lien granted to or held by
     Administrative Agent upon any Collateral: (i) upon termination of the Total
     Commitment  and  payment  and   satisfaction   of  the   Obligation;   (ii)
     constituting  property in which no Loan Party owned an interest at the time
     the Lien was granted or at any time thereafter; (iii) constituting property
     leased to a Loan Party under a lease  which has expired or been  terminated

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     in a  transaction  permitted  under the Loan Document or is about to expire
     and which  has not  been,  and is not  intended  by such Loan  Party to be,
     renewed;  (iv)  consisting  of an  instrument  evidencing  Debt  pledged to
     Administrative  Agent (for the benefit of Lenders),  if the Debt  evidenced
     thereby has been paid in full; (v) upon the sale, transfer,  or disposition
     of Collateral which is expressly  permitted pursuant to the Loan Documents,
     including,  without  limitation,  under  SECTION  9.23 or (vi) if approved,
     authorized,  or ratified in writing by all necessary Lenders.  Upon request
     by  Administrative  Agent at any time,  Lenders  will  confirm  in  writing
     Administrative  Agent's  authority to release  particular types or items of
     Collateral pursuant to this SECTION 12.6.

           (f)     In  furtherance  of  the  authorizations  set  forth  in this
     SECTION 12.6, each Lender hereby irrevocably appoints  Administrative Agent
     its attorney-in-fact, with full power of substitution, for and on behalf of
     and in the name of each such Lender, (i) to enter into Collateral Documents
     (including,  without  limitation,  any appointments of substitute  trustees
     under any  Collateral  Document),  (ii) to take action with  respect to the
     Collateral  and  Collateral  Documents to perfect,  maintain,  and preserve
     Lender's  Liens,  and (iii) to  execute  instruments  of release or to take
     other action  necessary to release Liens upon any  Collateral to the extent
     authorized  in  PARAGRAPH  (e)  hereof.  This  power of  attorney  shall be
     liberally, not restrictively, construed so as to give the greatest latitude
     to  Administrative  Agent's power, as attorney,  relative to the Collateral
     matters  described in this SECTION 12.6. The powers and authorities  herein
     conferred on Administrative  Agent may be exercised by Administrative Agent
     through  any  Person  who,  at the time of the  execution  of a  particular
     instrument,  is an officer of  Administrative  Agent. The power of attorney
     conferred by this SECTION 12.6(f) is granted for valuable consideration and
     is coupled with an interest and is irrevocable  so long as the  Obligation,
     or any part  thereof,  shall remain unpaid or Lenders are obligated to make
     any Borrowings under the Loan Documents.

     12.7  LIMITATION OF LIABILITY.  To the extent permitted by Law, (a) neither
Administrative  Agent nor any other  Agent  (acting  in their  respective  agent
capacities) shall incur any liability to any other Lender, Agent, or Participant
except for acts or omissions  resulting from its own fraud,  gross negligence or
willful misconduct,  and (b) neither  Administrative  Agent nor any other Agent,
Lender, or Participant shall incur any liability to any other Person for any act
or omission of any other Agent, Lender, or Participant.

     12.8  Relationship  of  Lenders.   Nothing  herein  shall  be  construed as
creating a partnership or joint venture among Agents and Lenders.

     12.9  BENEFITS OF AGREEMENT.  None  of  the  provisions  of this SECTION 12
shall  inure to the  benefit  of any  Company  or any other  Person  other  than
Lenders;  consequently, no Company or any other Person shall be entitled to rely
upon,  or to raise as a defense,  in any manner  whatsoever,  the failure of any
Agent or any Lender to comply with such provisions.

     12.10 OBLIGATIONS  SEVERAL.   The  obligations  of  Lenders  hereunder  are
several,  and each Lender hereunder shall not be responsible for the obligations
of the other  Lenders  hereunder,  nor will the failure of one Lender to perform
any of its obligations  hereunder relieve the other Lenders from the performance
of their respective obligations hereunder

     12.11 FINANCIAL  HEDGES.  To the extent any Lender or Affiliate of a Lender
issues  a  Financial  Hedge in  accordance  with  the  requirements  of the Loan
Documents  and  accepts  the  benefits  of the Liens in the  Collateral  arising
pursuant to the Collateral  Documents,  such Lender (for itself and on behalf of
its Affiliate)  agrees (i) to appoint Bank of America,  N.A., as its nominee and
agent,  to act  for and on  behalf  of  such  Lender  or  Affiliate  thereof  in
connection  with the  Collateral  Documents and (ii) to be bound by the terms of

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this Section 12;  whereupon all references to "Lender" in this SECTION 12 and in
the Collateral Documents shall include, on any date of determination, any Lender
or Affiliate of a Lender that is party to a then-effective Financial Hedge which
complies  with the  requirements  of the  Loan  Document.  Additionally,  if the
Obligation  owed to any Lender or Affiliate of a Lender  consists solely of Debt
arising under a Financial  Hedge (such Lender or Affiliate  being referred to in
this  SECTION  12.11 as an  "ISSUING  LENDER"),  then such  Issuing  Lender  (by
accepting the benefits of any Collateral Documents) acknowledges and agrees that
pursuant to the Loan  Documents and without notice to or consent of such Issuing
Lender:  (i) Liens in the Collateral  may be released in whole or in part;  (ii)
all  Guaranties may be released;  (iii) any Collateral  Document may be amended,
modified,  supplemented, or restated; and (iv) all or any part of the Collateral
may be permitted to secure other Debt.

     12.12 AGENTS.  None  of  the   Lenders  identified  in  this  Agreement  as
"Documentation Agent" or "Co-Agent" shall have any rights, powers,  obligations,
liabilities,  responsibilities,  or duties under this Agreement other than those
applicable to all Lenders as such.  Without limiting the foregoing,  none of the
Lenders so identified as a "Documentation  Agent" or "Co-Agent" shall have or be
deemed to have any fiduciary relationship with any Lender.

SECTION 13 MISCELLANEOUS.

     13.1  HEADINGS. The headings, captions, and arrangements used in any of the
Loan Documents are, unless specified  otherwise,  for convenience only and shall
not be deemed to limit, amplify, or modify the terms of the Loan Documents,  nor
affect the meaning thereof.

     13.2  NONBUSINESS DAYS.  In  any  case  where  any payment or action is due
under any Loan  Document on a day which is not a Business  Day,  such payment or
action may be delayed until the  next-succeeding  Business Day, but interest and
fees  shall  continue  to  accrue  in  respect  of any  payment  to  which it is
applicable until such payment is in fact made; provided that, if, in the case of
any such payment in respect of a Eurodollar Rate Borrowing,  the next-succeeding
Business Day is in the next calendar  month,  then such payment shall be made on
the next-preceding Business Day.

     13.3  NOTICES.  Unless specifically  otherwise  provided, whenever any Loan
Document requires or permits any consent,  approval,  notice, request, or demand
from one party to another,  such  communication must be in writing (which may be
by telex or telecopy) to be effective and shall be deemed to have been given (a)
if by telex,  when transmitted to the telex number,  if any, for such party, and
the appropriate answer back is received, (b) if by telecopy, when transmitted to
the telecopy  number for such party with written  confirmation  of  transmission
(and all such  communications  sent by  telecopy  shall  be  confirmed  promptly
thereafter by personal  delivery or mailing in accordance with the provisions of
this section;  provided,  that any requirement in this  parenthetical  shall not
affect the date on which such telecopy shall be deemed to have been  delivered),
(c) if by mail,  on the third  Business Day after it is enclosed in an envelope,
properly addressed to such party, properly stamped, sealed, and deposited in the
appropriate official postal service, or (d) if by any other means, when actually
delivered to such party.  Until changed by notice pursuant  hereto,  the address
(and  telex and  telecopy  numbers,  if any) for  Administrative  Agent and each
Lender is set forth on SCHEDULE  2.1,  and for  Borrower and each Company is the
address  set  forth  by  Borrower's  signature  on the  signature  page  of this
Agreement  and for each  Guarantor is the address set forth by such  Guarantor's
signature on the signature page of its Guaranty. A copy of each communication to
Administrative  Agent  shall  also be sent to Haynes and  Boone,  LLP,  901 Main
Street, Dallas, Texas 75202, Fax: 214/651-5940, Attn: Karen S. Nelson. A copy of
each communication to Borrower, any Company, or any Guarantor shall also be sent
to Hogan & Hartson  L.L.P.,  One Tabor  Center,  Suite  1500,  1200  Seventeenth
Street, Denver, Colorado 80202, Fax: 303/899-7333, Attn: Whitney Holmes.

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

<PAGE>

     13.4  FORM AND NUMBER OF DOCUMENTS.  Each  agreement, document, instrument,
or other writing to be furnished  under any provision of this  Agreement must be
in form and  substance and in such number of  counterparts  as may be reasonably
satisfactory to Administrative Agent and its counsel.

     13.5  EXCEPTIONS TO COVENANTS.  No Company shall take any action or fail to
take any action  which is  permitted  as an  exception  to any of the  covenants
contained  in any Loan  Document if such action or omission  would result in the
breach of any other covenant contained in any of the Loan Documents.

     13.6  SURVIVAL.  All covenants, agreements, undertakings,  representations,
and  warranties  made in any of the Loan  Documents  shall  survive all closings
under the Loan  Documents  and,  except  as  otherwise  indicated,  shall not be
affected by any  investigation  made by any party. All rights of, and provisions
relating to,  reimbursement and  indemnification of Administrative  Agent or any
Lender shall survive  termination  of this  Agreement and payment in full of the
Obligation.

     13.7  GOVERNING  LAW. THE LOAN DOCUMENTS HAVE BEEN ENTERED INTO PURSUANT TO
SECTION 5-1401 OF THE NEW YORK GENERAL  OBLIGATIONS LAW AND THE SUBSTANTIVE LAWS
OF THE STATE OF NEW YORK (EXCEPT TO THE EXTENT THE LAWS OF ANOTHER  JURISDICTION
GOVERN THE CREATION,  PERFECTION,  VALIDITY,  OR  ENFORCEMENT OF LIENS UNDER THE
COLLATERAL  DOCUMENTS),  AND THE APPLICABLE FEDERAL LAWS OF THE UNITED STATES OF
AMERICA SHALL GOVERN THE VALIDITY, CONSTRUCTION,  ENFORCEMENT AND INTERPRETATION
OF THIS AGREEMENT AND ALL OF THE OTHER LOAN DOCUMENTS.

     13.8  INVALID PROVISIONS.  If any provision in any Loan Document is held to
be illegal, invalid, or unenforceable,  such provision shall be fully severable;
the  appropriate  Loan  Document  shall be  construed  and  enforced  as if such
provision  had never  comprised a part  thereof;  and the  remaining  provisions
thereof  shall remain in full force and effect and shall not be affected by such
provision or by its severance therefrom. Administrative Agent, Lenders, and each
Company party to such Loan Document agree to negotiate, in good faith, the terms
of a  replacement  provision  as  similar  to the  severed  provision  as may be
possible and be legal, valid, and enforceable.

     13.9  ENTIRETY.  THE RIGHTS AND OBLIGATIONS  OF THE COMPANIES,  GUARANTORS,
LENDERS,  AND  AGENTS  SHALL  BE  DETERMINED  SOLELY  FROM  WRITTEN  AGREEMENTS,
DOCUMENTS,  AND INSTRUMENTS,  AND ANY PRIOR ORAL AGREEMENTS BETWEEN SUCH PARTIES
ARE SUPERSEDED BY AND MERGED INTO SUCH  WRITINGS.  THIS AGREEMENT (AS AMENDED IN
WRITING FROM TIME TO TIME) AND THE OTHER WRITTEN LOAN DOCUMENTS  EXECUTED BY ANY
COMPANY,  ANY  GUARANTOR,  ANY  LENDER,  AND/OR  ANY AGENT,  (TOGETHER  WITH ALL
COMMITMENT  LETTERS  AND FEE  LETTERS  ONLY AS SUCH  COMMITMENT  LETTERS AND FEE
LETTERS  RELATE TO THE PAYMENT OF FEES AFTER THE  CLOSING  DATE)  REPRESENT  THE
FINAL AGREEMENT BETWEEN THE COMPANIES, THE GUARANTORS,  LENDERS, AND AGENTS, AND
MAY NOT BE  CONTRADICTED  BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS,  OR SUBSEQUENT
ORAL AGREEMENTS BY SUCH PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
SUCH  PARTIES.  EXCEPT  AS SET FORTH  ABOVE,  NO OTHER  TERMS OF THE  COMMITMENT
LETTERS SURVIVE EXECUTION OF THIS AGREEMENT.

     13.10  JURISDICTION; VENUE;  SERVICE OF PROCESS;  JURY TRIAL.  BORROWER AND
EACH  GUARANTOR  (BY  EXECUTION  OF A  GUARANTY),  IN EACH CASE FOR ITSELF,  ITS
SUCCESSORS  AND  ASSIGNS,  HEREBY (A)  IRREVOCABLY  SUBMITS TO THE  NONEXCLUSIVE
JURISDICTION  OF THE STATE  (PURSUANT TO SECTION  5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS  LAW) AND FEDERAL  COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN THE
STATE OF NEW YORK,  AND AGREES AND CONSENTS  THAT SERVICE OF PROCESS MAY BE MADE
UPON IT IN ANY LEGAL  PROCEEDING  ARISING OUT OF OR IN CONNECTION  WITH THE LOAN
DOCUMENTS AND THE  OBLIGATION BY SERVICE OF PROCESS AS PROVIDED BY NEW YORK LAW,

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

<PAGE>

(B) IRREVOCABLY  WAIVES,  TO THE FULLEST EXTENT  PERMITTED BY LAW, ANY OBJECTION
WHICH IT MAY NOW OR  HEREAFTER  HAVE TO THE  LAYING  OF VENUE OF ANY  LITIGATION
ARISING  OUT OF OR IN  CONNECTION  WITH THE LOAN  DOCUMENTS  AND THE  OBLIGATION
BROUGHT IN ANY SUCH COURT, (C) IRREVOCABLY WAIVES ANY CLAIMS THAT ANY LITIGATION
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT  FORUM, (D) AGREES
TO  DESIGNATE  AND  MAINTAIN  AN AGENT FOR  SERVICE  OF  PROCESS  IN NEW YORK IN
CONNECTION  WITH ANY SUCH  LITIGATION  AND TO  DELIVER TO  ADMINISTRATIVE  AGENT
EVIDENCE  THEREOF,  IF  REQUESTED,  (E)  IRREVOCABLY  CONSENTS TO THE SERVICE OF
PROCESS OUT OF ANY OF THE  AFOREMENTIONED  COURTS IN ANY SUCH  LITIGATION BY THE
MAILING OF COPIES THEREOF BY CERTIFIED MAIL, RETURN RECEIPT  REQUESTED,  POSTAGE
PREPAID,  AT ITS ADDRESS SET FORTH HEREIN, (F) IRREVOCABLY AGREES THAT ANY LEGAL
PROCEEDING  AGAINST ANY PARTY HERETO  ARISING OUT OF OR IN  CONNECTION  WITH THE
LOAN DOCUMENTS OR THE OBLIGATION  SHALL BE BROUGHT IN ONE OF THE  AFOREMENTIONED
COURTS, AND (G) IRREVOCABLY  WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ITS
RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF ANY LOAN DOCUMENT OR THE TRANSACTIONS  CONTEMPLATED  THEREBY. The
scope of each of the foregoing waivers is intended to be all-encompassing of any
and all  disputes  that may be filed in any court and that relate to the subject
matter of this transaction, including, without limitation, contract claims, tort
claims,  breach of duty claims,  and all other common law and statutory  claims.
The Companies,  Guarantors,  and each other party to this Agreement  acknowledge
that this waiver is a material  inducement to the agreement of each party hereto
to enter  into a business  relationship,  that each has  already  relied on this
waiver in entering into this  Agreement,  and each will continue to rely on each
of such waivers in related future dealings. The Companies,  Guarantors, and each
other party to this  Agreement  warrant and  represent  that they have  reviewed
these waivers with their legal counsel,  and that they knowingly and voluntarily
agree to each such waiver following consultation with legal counsel. THE WAIVERS
IN THIS  SECTION  13.10 ARE  IRREVOCABLE,  MEANING THAT THEY MAY NOT BE MODIFIED
EITHER ORALLY OR IN WRITING,  AND THESE  WAIVERS  SHALL APPLY TO ANY  SUBSEQUENT
AMENDMENTS,  SUPPLEMENTS,  AND  REPLACEMENTS  TO OR OF  THIS OR ANY  OTHER  LOAN
DOCUMENT.  In the event of Litigation,  this Agreement may be filed as a written
consent to a trial by the court.

     13.11 AMENDMENTS, CONSENTS, CONFLICTS, AND WAIVERS.

           (a)     Except as otherwise specifically provided, (i) this Agreement
     may only be  amended,  modified,  or waived  by an  instrument  in  writing
     executed jointly by Borrower and Required Lenders,  and, in the case of any
     matter  affecting  Administrative  Agent (except removal of  Administrative
     Agent as provided in SECTION 12) by  Administrative  Agent, and may only be
     supplemented  by documents  delivered or to be delivered in accordance with
     the express terms hereof, and (ii) the other Loan Documents may only be the
     subject of an amendment,  modification,  or waiver if Borrower and Required
     Lenders,  and,  in the case of any matter  affecting  Administrative  Agent
     (except as set forth above), Administrative Agent, have approved same.

           (b)     Any amendment to or consent or waiver under this Agreement or
     any Loan Document which purports to accomplish any of the following must be
     by an instrument in writing executed by Borrower and executed (or approved,
     as the case may be) by each Lender  affected  thereby,  and, in the case of
     any matter affecting  Administrative  Agent, by  Administrative  Agent: (i)
     postpones or delays any date fixed by the Loan Documents for any payment or
     mandatory  prepayment of all or any part of the Obligation  payable to such
     Lender or Administrative Agent; (ii) reduces the interest rate or decreases
     the  amount of any  payment of  principal,  interest,  fees,  or other sums
     payable to  Administrative  Agent or any such Lender hereunder (except such
     reductions  as are  contemplated  by this  Agreement);  (iii)  changes  the
     definition of "REQUIRED LENDERS";  (iv) changes the order of application of
     any payment or prepayment  set forth in SECTIONS 3.3 and 3.12 in any manner

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

<PAGE>

     that materially affects such Lender or Administrative  Agent; (v) except as
     otherwise permitted by any Loan Document, releases all or substantially all
     of the Guarantors (taking into account all prior releases);  (vi) except as
     otherwise permitted by any Loan Document, releases all or substantially all
     of the  Collateral  for the  Obligation  (taking  into  account  all  prior
     releases) or permits the creation, incurrence,  assumption, or existence of
     any  Lien on all or  substantially  all of the  Collateral  to  secure  any
     obligations,  other than Liens  securing the  Obligation;  or (vii) changes
     this CLAUSE (b) or any other matter  specifically  requiring the consent of
     all Lenders  hereunder.  Without the  consent of such  Lender,  no Lender's
     "COMMITTED SUM" or "COMMITMENT PERCENTAGE" may be increased.

           (c)     Any  conflict  or ambiguity  between the terms and provisions
     herein  and  terms  and  provisions  in any other  Loan  Document  shall be
     controlled by the terms and provisions herein.

           (d)     No   course   of   dealing   nor  any  failure  or  delay  by
     Administrative   Agent,   any   Lender,   or   any  of   their   respective
     Representatives  with  respect to  exercising  any Right of  Administrative
     Agent or any Lender  hereunder shall operate as a waiver thereof.  A waiver
     must be in writing and signed by Administrative  Agent and Required Lenders
     (or by all Lenders, if required hereunder) to be effective, and such waiver
     will  be  effective  only in the  specific  instance  and for the  specific
     purpose for which it is given.

     13.12 MULTIPLE COUNTERPARTS.  This Agreement may be executed in a number of
identical  counterparts,  each of which  shall be  deemed  an  original  for all
purposes  and all of which  constitute,  collectively,  one  agreement;  but, in
making proof of this Agreement,  it shall not be necessary to produce or account
for more than one such counterpart. It is not necessary that each Lender execute
the same counterpart so long as identical counterparts are executed by Borrower,
each Lender,  and  Administrative  Agent.  This Agreement shall become effective
when   counterparts   hereof  shall  have  been   executed   and   delivered  to
Administrative  Agent by each Lender,  Administrative  Agent, and Borrower,  or,
when  Administrative  Agent shall have received  telecopied,  telexed,  or other
evidence  satisfactory  to it that such party has executed and is  delivering to
Administrative Agent a counterpart hereof.

     13.13 SUCCESSORS AND ASSIGNS; ASSIGNMENTS AND PARTICIPATIONS.

           (a)     This  Agreement  shall  be  binding  upon,  and  inure to the
     benefit of the parties hereto and their respective  successors and assigns,
     except  that (i)  Borrower  may not,  directly  or  indirectly,  assign  or
     transfer,  or attempt to assign or transfer,  any of its Rights,  duties or
     obligations under any Loan Documents without the express written consent of
     all Lenders, and (ii) except as permitted under this Section, no Lender may
     transfer,  pledge, assign, sell any participation in, or otherwise encumber
     its portion of the Obligation.

           (b)     Each Lender may assign to one or more Eligible  Assignees all
     or a portion of its Rights and  obligations  under this  Agreement  and the
     other Loan Documents  (including,  without limitation,  all or a portion of
     its Borrowings and its Notes (to the extent any Principal Debt owed to such
     assigning  Lender is  evidenced  by a Note or Notes));  provided,  however,
     that:

                   (i)     each   such   assignment  shall  be  to  an  Eligible
           Assignee;

                   (ii)    except  in  the  case  of  an  assignment to  another
           Lender, an Affiliate of a Lender,  or an Approved Fund of any Lender,
           or in the case  of an  assignment  of all of a  Lender's  Rights  and
           obligations  under this Agreement and the other Loan  Documents,  any
           partial assignment  under  any  Facility  shall  not be less than the
           following amounts for the  Facility  indicated  unless  Borrower  and

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

<PAGE>

           Administrative Agent consent  thereto (at their sole  discretion)  in
           writing (which may be evidenced by their  acceptance and execution of
           the related Assignment and Acceptance Agreement):

           =====================================================================
                        Facility                            Minimum Assignment
           =====================================================================

                 Revolver Facility                              $5,000,000
           ---------------------------------------------------------------------
                 Term Loan A Facility                           $5,000,000
           ---------------------------------------------------------------------
                 Term Loan B Facility                           $1,000,000
           =====================================================================

           ; provided  that, no  partial  assignment for any Facility (including
           any assignment  among  Lenders) may result in any Lender holding less
           than $1,000,000 in any Facility;

                   (iii)   each such assignment by  a  Lender   shall  be  of  a
           proportionate part  of all  of  the  assigning  Lender's  Rights  and
           obligations under  this  Agreement  and the Notes (to the  extent any
           Principal  Debt owed to such assigning  Lender is evidenced by a Note
           or Notes), except that this CLAUSE (iii)  shall not be  construed  to
           prohibit the  assignment  of a  proportionate  part  of  all  of  the
           assigning Lender's Rights and obligations in respect of one Facility;
           and

                   (iv)    the  parties  to  such  assignment shall  execute and
           deliver to the Administrative  Agent for its acceptance an Assignment
           and  Acceptance Agreement  substantially  in the  form of  EXHIBIT  F
           hereto, together  with  any  Notes (to the  extent any Principal Debt
           owed  to  such  assigning  Lender  is  evidenced  by a Note or Notes)
           subject to such assignment and a processing fee of $3,500, including,
           without   limitation,  any   assignment  between  Lenders;  provided,
           however, that  with  respect to an assignment to any other Lender, an
           Affiliate  of  the  assigning  Lender,  or  an  Approved Fund of such
           assigning Lender, the processing fee shall be $1,500.

     Upon execution,  delivery, and acceptance of such Assignment and Acceptance
     Agreement,  the  assignee  thereunder  shall be a party  hereto and, to the
     extent of such assignment, have the obligations,  Rights, and benefits of a
     Lender under the Loan  Documents  and the assigning  Lender  shall,  to the
     extent of such  assignment,  relinquish its Rights and be released from its
     obligations  under  the  Loan  Documents.  Upon  the  consummation  of  any
     assignment  pursuant  to this  Section,  but only upon the  request  of the
     assignor or assignee  made through  Administrative  Agent,  Borrower  shall
     issue appropriate  Notes to the assignor and the assignee,  reflecting such
     Assignment and Acceptance.  If the assignee is not  incorporated  under the
     laws of the United States of America or a state  thereof,  it shall deliver
     to Borrower and  Administrative  Agent  certification  as to exemption from
     deduction or withholding of Taxes in accordance with SECTION 4.6.

           (c)     Administrative  Agent shall  maintain at its address referred
     to in  SECTION  13.3 a copy of each  Assignment  and  Acceptance  Agreement
     delivered to and accepted by it and a register for the  recordation  of the
     names and addresses of the Lenders and the Commitment, and principal amount
     of the Borrowings owing to, each Lender from time to time (the "REGISTER").
     The  entries  in the  Register  shall be  conclusive  and  binding  for all
     purposes,  absent manifest error, and Borrower,  Administrative  Agent, and
     the Lenders may treat each Person whose name is recorded in the Register as
     a Lender  hereunder  for all purposes of the Loan  Documents.  The Register
     shall  be  available  for  inspection  by  Borrower  or any  Lender  at any
     reasonable  time and from time to time upon reasonable  prior notice.  Upon

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

<PAGE>

     the  consummation  of any assignment in accordance with this SECTION 13.13,
     SCHEDULE 2.1 shall automatically be deemed amended (to the extent required)
     by  Administrative  Agent to  reflect  the name,  address,  and  respective
     Committed Sums under the Facilities of the assignor and assignee.

           (d)     Upon its receipt of an Assignment  and  Acceptance  Agreement
     executed by the parties thereto, together with any Notes (to the extent any
     Principal  Debt owed to such  assigning  Lender is  evidenced  by a Note or
     Notes) subject to such  assignment  and payment of the processing  fee, the
     Administrative  Agent shall,  if such  Assignment  and  Acceptance has been
     completed and is in substantially the form of EXHIBIT F hereto,  (i) accept
     such  Assignment  and  Acceptance  Agreement,  (ii) record the  information
     contained therein in the Register,  and (iii) give prompt notice thereof to
     the parties thereto.

           (e)     Subject  to the  provisions of this Section and in accordance
     with applicable Law, any Lender may, in the ordinary course of its business
     and in  accordance  with  applicable  Law,  at any time sell to one or more
     Persons (each a  "PARTICIPANT")  participating  interests in its portion of
     the Obligation;  provided, however, that neither Borrower nor any Affiliate
     of  Borrower  shall be a  Participant.  In the  event of any such sale to a
     Participant,  (i) such Lender shall remain a "Lender"  under this Agreement
     and the Participant  shall not constitute a "Lender"  hereunder,  (ii) such
     Lender's  obligations  under this Agreement shall remain  unchanged,  (iii)
     such Lender shall remain solely  responsible for the  performance  thereof,
     (iv) such Lender shall remain the holder of its share of the Principal Debt
     for all purposes  under this  Agreement,  (v)  Borrower and  Administrative
     Agent  shall  continue  to deal  solely and  directly  with such  Lender in
     connection  with  such  Lender's  Rights  and  obligations  under  the Loan
     Documents,  and (vi)  such  Lender  shall  be  solely  responsible  for any
     withholding taxes or any filing or reporting  requirements relating to such
     participation  and shall hold Borrower and  Administrative  Agent and their
     respective successors,  permitted assigns, officers, directors,  employees,
     agents, and representatives  harmless against the same.  Participants shall
     have no Rights under the Loan  Documents,  other than certain voting Rights
     as provided below. Subject to the following,  each Lender shall be entitled
     to obtain (on behalf of its  Participants)  the  benefits of SECTION 4 with
     respect to all  participations  in its part of the  Obligation  outstanding
     from time to time so long as  Borrower  shall not be  obligated  to pay any
     amount in excess  of the  amount  that  would be due to such  Lender  under
     SECTION 4 calculated as though no participations  have been made. No Lender
     shall sell any  participating  interest under which the  Participant  shall
     have any Rights to approve any  amendment,  modification,  or waiver of any
     Loan Document, except to the extent such amendment, modification, or waiver
     extends  the due date for  payment of any  amount in  respect of  principal
     (other than mandatory  prepayments),  interest,  or fees due under the Loan
     Documents,  reduces the  interest  rate or the amount of  principal or fees
     applicable to the Obligation (except such reductions as are contemplated by
     this  Agreement),   or  releases  any  material  Guaranty  or  all  or  any
     substantial  portion of the Collateral  for the  Obligation  under the Loan
     Documents  (except such releases as are  contemplated  by this  Agreement);
     provided  that,  in those  cases  where a  Participant  is  entitled to the
     benefits  of SECTION 4 or a Lender  grants  Rights to its  Participants  to
     approve  amendments  to or waivers  of the Loan  Documents  respecting  the
     matters previously  described in this sentence,  such Lender must include a
     voting mechanism in the relevant participation agreement or agreements,  as
     the case  may be,  whereby  a  majority  of such  Lender's  portion  of the
     Obligation  (whether held by such Lender or Participant)  shall control the
     vote for all of such Lender's portion of the Obligation. Except in the case
     of the sale of a  participating  interest to another  Lender,  the relevant
     participation  agreement  shall not permit  the  Participant  to  transfer,
     pledge,  assign,  sell participations in, or otherwise encumber its portion
     of the  Obligation,  unless the consent of the  transferring  Lender (which
     consent will not be unreasonably withheld) has been obtained.

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

<PAGE>

           (f)     Notwithstanding   any  other  provision  set  forth  in  this
     Agreement, any Lender may, without notice to, or the consent of Borrower or
     Administrative  Agent,  at any time assign and pledge all or any portion of
     its Borrowings and its Notes (to the extent any Principal Debt owed to such
     assigning  Lender is evidenced  by a Note or Notes) to any Federal  Reserve
     Bank as  collateral  security  pursuant to  Regulation A and any  Operating
     Circular  issued by such Federal Reserve Bank or any Lender which is a fund
     may  pledge  all or any  portion  of its  Borrowings  and its  Notes to its
     trustee in support of its  obligations to its trustee.  No such  assignment
     shall release the assigning Lender from its obligations hereunder.

           (g)     Any  Lender  may  furnish   any  information  concerning  the
     Companies  in the  possession  of such Lender from time to time to Eligible
     Assignees and Participants  (including  prospective  Eligible Assignees and
     Participants).

     13.14 DISCHARGE  ONLY  UPON  PAYMENT  IN  FULL;  REINSTATEMENT  IN  CERTAIN
CIRCUMSTANCES.  The  obligations of each Company under the Loan Documents  shall
remain in full  force and  effect  until  termination  of the Total  Commitment,
payment  in full of the  Principal  Debt and of all  interest,  fees,  and other
amounts of the Obligation then due and owing,  and expiration of all LCs, except
that SECTIONS 4, 11, and 13, and any other  provisions  under the Loan Documents
expressly  intended  to  survive  by the  terms  hereof  or by the  terms of the
applicable Loan Documents,  shall survive such  termination.  If at any time any
payment of the principal of or interest on any Note or any other amount  payable
by any  Company  under  any Loan  Document  is  rescinded  or must be  otherwise
restored or returned upon the insolvency,  bankruptcy, or reorganization of such
Company or otherwise,  the  obligations of each Company under the Loan Documents
with respect to such payment shall be reinstated as though such payment had been
due but not made at such time.

                     [REMAINDER OF PAGE INTENTIONALLY BLANK.
                            SIGNATURE PAGES FOLLOW.]


<PAGE>
         Signature Page to that certain Revolving Credit and Term Loan Agreement
dated as of December 6, 1999,  among  CoorsTek,  Inc.  (formerly Coors Porcelain
Company),  as Borrower,  Bank of America,  N.A., as  Administrative  Agent,  and
certain Lenders named therein, including the undersigned.

         EXECUTED to be effective as of the Closing Date.

Address: 16000 Table Mountain Parkway   COORSTEK, INC. (formerly COORS PORCELAIN
         Golden, Colorado 80403         COMPANY), as Borrower
         Attention:  General Counsel

Telephone:    303-271-7000              By:  /s/Joseph Coors, Jr.
Facsimile:    303-271-7055                   --------------------
                                             Joseph Coors, Jr.,  Chief Executive
                                             Officer





Bank of America Plaza, 14th Floor       BANK OF AMERICA, N.A., as Administrative
901 Main Street                         Agent and a Lender
Dallas, Texas  75202
Attn:    Ms. Theresa Belk
Fax:     214-209-9177                   By: /s/Richard L. Nichols, Jr.
                                            --------------------------
                                            Richard  L.  Nichols, Jr.,  Managing
                                            Director



<PAGE>

         Signature Page to that certain Revolving Credit and Term Loan Agreement
dated as of December 6, 1999,  among  CoorsTek,  Inc.  (formerly Coors Porcelain
Company),  as Borrower,  Bank of America,  N.A., as  Administrative  Agent,  and
certain Lenders named therein, including the undersigned.

         EXECUTED to be effective as of the Closing Date.


ABN AMRO BANK, N.V., as Documentation         CREDIT AGRICOLE INDOSUEZ, as a
Agent and a Lender                            Lender

By:  /s/John E. Robertson                     By:  /s/Patrick Cocquerel
     ---------------------                         --------------------
     John E. Robertson,                            Patrick Cocquerel,
     Vice President                                First Vice President,
                                                   Managing Director, Head
                                                   of Houston Representative
                                                   Office

By:  /s/Peter J. Hallan                       By:  /s/Kenneth C. Coulter
     ------------------                            ---------------------
     Peter J. Hallan,                              Kenneth C. Coulter,
     Assistant Vice President                      Vice President,
                                                   Senior Relationship Manager

THE BANK OF NEW YORK,                         CREDIT LYONNAIS NEW YORK BRANCH,
as a Lender                                   as a Lender

By:  /s/ Jennifer S. Ellerman                 By:  /s/Robert Ivosevich
     ------------------------                      -------------------
     Jennifer S. Ellerman,                         Robert Ivosevich,
     Vice President                                Senior Vice President


BANK ONE, N.A., as a Co-Agent                 THE DAI-ICHI KANGYO BANK, LIMITED,
and a Lender                                  as a Lender

By:  /s/Mark A. Isley                         By:  /s/Christopher Fahey
     ----------------                              --------------------
     Mark A. Isley,                                Christopher Fahey,
     First Vice President                          Vice President


BAYERISCHE HYPO- UND                          DRESDNER BANK AG, NEW YORK AND
VEREINSBANK AG, NEW YORK                      GRAND CAYMAN BRANCHES, as a
BRANCH, as a Lender                           Co-Agent and a Lender

By:  /s/ Sylvia K. Cheng                      By:  /s/A.R. Morris
     -------------------                           --------------
     Sylvia K. Cheng,                              A. Richard Morris,
     Director                                      First Vice President

By:  /s/ Carlo Lamberti                       By:  /s/D. Slusarczyk
     ------------------                            ----------------
     Carlo Lamberti,                               Deborah Slusarczyk,
     Associate Director                            Vice President


COMERICA BANK, as a Lender

By:  /s/ Eoin Collins
     ----------------
     Eoin Collins,
     Assistant Vice President





<PAGE>

         Signature Page to that certain Revolving Credit and Term Loan Agreement
dated as of December 6, 1999,  among  CoorsTek,  Inc.  (formerly Coors Porcelain
Company),  as Borrower,  Bank of America,  N.A., as  Administrative  Agent,  and
certain Lenders named therein, including the undersigned.

         EXECUTED to be effective as of the Closing Date.


FLEET NATIONAL BANK, as a Lender              KEYBANK NATIONAL ASSOCIATION, as a
                                              Lender
By:  /s/Jeff Lynch
     --------------                           By:  /s/Mary K. Young
     Jeff Lynch,                                   ----------------
     Senior Vice President                         Mary K. Young,
                                                   Assistant Vice President


FRANKLIN FLOATING RATE TRUST,                 KZH LANGDALE LLC, as a Lender
as a Lender
                                              By:  /s/Peter Chin
By:  /s/Chauncey Lufkin                            -------------
     ------------------                            Peter Chin,
     Chauncey Lufkin,                              Authorized Agent
     Vice President

                                              KZH SOLEIL-2 LLC, as a Lender
THE FUJI BANK, LIMITED, as a Lender
                                              By:  /s/Peter Chin
By:  /s/Masahito Fukuda                            -------------
     ------------------                            Peter Chin,
     Masahito Fukuda,                              Authorized Agent
     Senior Vice President

                                              MERCANTILE BANK NATIONAL
GENERAL ELECTRIC CAPITAL                      ASSOCIATION, as a Lender
CORPORATION, as a Lender
                                              By:  /s/David F. Higbee
By:  /s/Gregory Hong                               ------------------
     ---------------                               David F. Higbee,
     Gregory Hong,                                 Vice President
     Duly Authorized Signatory

                                              NORWEST BANK COLORADO, N.A., as a
HARRIS TRUST AND SAVINGS BANK,                Co-Agent and a Lender
as a Lender
                                              By:  /s/John R. Hall
By:  /s/James H. Colley                            ---------------
     -------------------                           John R. Hall,
     James H. Colley,                              Vice President
     Vice President

                                              U. S. BANK NATIONAL ASSOCIATION,
IKB DEUTSCHE INDUSTRIEBANK, AG                as a Co-Agent and a Lender
LUXEMBOURG BRANCH, as a Lender
                                              By:  /s/Andrea C. Koeneke
By:  /s/Edwin Brecht                               --------------------
     ---------------                               Andrea C. Koeneke,
     Edwin Brecht, Executive Director              Vice President

By:  /s/Manfred Ziwey
     ----------------
     Manfred Ziwey, Director