<PAGE>   1
                                                                 EXHIBIT 4.16(a)

                                                                  EXECUTION COPY


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


                                  $182,750,000

                           FIRST AMENDED AND RESTATED
                               TERM LOAN AGREEMENT

                            dated as of July 17, 2001

                                      among

                              INTERMET CORPORATION,

                           THE LENDERS LISTED HEREIN,

                             THE BANK OF NOVA SCOTIA

                             as Administrative Agent


                               BANK ONE, MICHIGAN

                              as Syndication Agent


                                       and


                                  SUNTRUST BANK

                             as Documentation Agent


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





                                                             Term Loan Agreement
<PAGE>   2


                                TABLE OF CONTENTS





<TABLE>
<CAPTION>
                                                                                                               PAGE

<S>                                                                                                        <C>
ARTICLE I.            DEFINITIONS; CONSTRUCTION..................................................................2
         Section 1.01.         Definitions.......................................................................2
         Section 1.02.         Accounting Terms and Determination...............................................21
         Section 1.03.         Other Definitional Terms.........................................................21
         Section 1.04.         Exhibits and Schedules...........................................................22

ARTICLE II.           TERM LOANS................................................................................22
         Section 2.01.         Use of Proceeds..................................................................22
         Section 2.02.         Notes; Scheduled Repayment of Principal..........................................22

ARTICLE III.          GENERAL LOAN TERMS........................................................................23
         Section 3.01.         Notices of Outstanding Loans.....................................................23
         Section 3.02.         [Reserved].......................................................................24
         Section 3.03.         Interest.........................................................................24
         Section 3.04.         Interest Periods.................................................................25
         Section 3.05.         Fees.............................................................................26
         Section 3.06.         Voluntary and Mandatory Prepayments of Borrowings................................26
         Section 3.07.         Payments, etc....................................................................28
         Section 3.08.         Interest Rate Not Ascertainable, etc.............................................30
         Section 3.09.         Illegality.......................................................................30
         Section 3.10.         Increased Costs..................................................................31
         Section 3.11.         Lending Offices..................................................................33
         Section 3.12.         Funding Losses...................................................................33
         Section 3.13.         Assumptions Concerning Funding of Eurodollar Advances............................33
         Section 3.14.         Apportionment of Payments........................................................34
         Section 3.15.         Sharing of Payments, Etc.........................................................34
         Section 3.16.         Benefits to Guarantors...........................................................34
         Section 3.17.         Limitation on Certain Payment Obligations........................................34

ARTICLE IV.           CONDITIONS TO FIRST RESTATEMENT DATE......................................................35
         Section 4.01.         Conditions Precedent to First Restatement Date...................................35

ARTICLE V.            REPRESENTATIONS AND WARRANTIES............................................................39
         Section 5.01.         Corporate Existence; Compliance with Law.........................................39
         Section 5.02.         Corporate Power; Authorization...................................................39
         Section 5.03.         Enforceable Obligations..........................................................39
         Section 5.04.         No Legal Bar.....................................................................39
         Section 5.05.         No Material Litigation or Investigations.........................................40
         Section 5.06.         Investment Company Act, Etc......................................................40
         Section 5.07.         Margin Regulations...............................................................40
         Section 5.08.         Compliance With Environmental Laws...............................................40
         Section 5.09.         Insurance........................................................................41
         Section 5.10.         No Default.......................................................................41
         Section 5.11.         No Burdensome Restrictions.......................................................41
         Section 5.12.         Taxes............................................................................41
</TABLE>


                                      -i-


<PAGE>   3


                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                               PAGE


<S>                                                                                                         <C>
         Section 5.13.         Subsidiaries.....................................................................42
         Section 5.14.         Financial Statements.............................................................42
         Section 5.15.         ERISA............................................................................42
         Section 5.16.         Patents, Trademarks, Licenses, Etc...............................................43
         Section 5.17.         Ownership of Property............................................................44
         Section 5.18.         Financial Condition..............................................................44
         Section 5.19.         Labor Matters....................................................................44
         Section 5.20.         Payment or Dividend Restrictions.................................................44
         Section 5.21.         Disclosure.......................................................................44
         Section 5.22.         Security Documents...............................................................45

ARTICLE VI.           AFFIRMATIVE COVENANTS.....................................................................45
         Section 6.01.         Corporate Existence, Etc.........................................................45
         Section 6.02.         Compliance with Laws, Etc........................................................45
         Section 6.03.         Payment of Taxes and Claims, Etc.................................................45
         Section 6.04.         Keeping of Books.................................................................46
         Section 6.05.         Visitation, Inspection, Etc......................................................46
         Section 6.06.         Insurance; Maintenance of Properties.............................................46
         Section 6.07.         Reporting Covenants..............................................................46
         Section 6.08.         Financial Covenants..............................................................50
         Section 6.09.         Notices Under Certain Other Indebtedness.........................................51
         Section 6.10.         Additional Credit Parties and Collateral.........................................52
         Section 6.11.         Mortgages........................................................................52
         Section 6.12.         Foreign Pledges..................................................................53
         Section 6.13.         Control Agreements...............................................................53

ARTICLE VII.          NEGATIVE COVENANTS........................................................................54
         Section 7.01.         Indebtedness.....................................................................54
         Section 7.02.         Liens............................................................................55
         Section 7.03.         Mergers, Acquisitions, Divestitures..............................................55
         Section 7.04.         Asset Sales......................................................................57
         Section 7.05.         Dividends, Etc...................................................................58
         Section 7.06.         Investments, Loans, Etc..........................................................59
         Section 7.07.         Sale and Leaseback Transactions..................................................60
         Section 7.08.         Transactions with Affiliates.....................................................60
         Section 7.09.         Prepayments of Subordinated Debt in Violation Thereof............................60
         Section 7.10.         Changes in Business..............................................................61
         Section 7.11.         Limitation on Payment Restrictions Affecting Consolidated Companies..............61
         Section 7.12.         Actions Under Certain Documents..................................................61
         Section 7.13.         Fiscal Year......................................................................61
         Section 7.14.         Deposit Accounts.................................................................61
         Section 7.15.         Receivables Facility.............................................................61
         Section 7.16.         Foreign Holding Companies........................................................62
</TABLE>


                                      -ii-
<PAGE>   4


                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                               PAGE


<S>                                                                                                        <C>
ARTICLE VIII.         EVENTS OF DEFAULT.........................................................................62
         Section 8.01.         Payments.........................................................................62
         Section 8.02.         Covenants Without Notice.........................................................62
         Section 8.03.         Other Covenants..................................................................63
         Section 8.04.         Representations..................................................................63
         Section 8.05.         Non-Payments of Other Indebtedness...............................................63
         Section 8.06.         Defaults Under Other Agreements..................................................63
         Section 8.07.         Bankruptcy.......................................................................63
         Section 8.08.         ERISA............................................................................64
         Section 8.09.         Money Judgment...................................................................65
         Section 8.10.         Ownership of Credit Parties......................................................65
         Section 8.11.         Change in Control of the Borrower................................................65
         Section 8.12.         Default Under Other Credit Documents.............................................65
         Section 8.13.         Attachments......................................................................66
         Section 8.14.         Default Under the Revolving Credit Agreement.....................................66
         Section 8.15.         Impairment of Security, etc......................................................66

ARTICLE IX.           THE ADMINISTRATIVE AGENT..................................................................66
         Section 9.01.         Appointment of Administrative Agent..............................................66
         Section 9.02.         Authorization of Administrative Agent with Respect to the Security Documents.....67
         Section 9.03.         Nature of Duties of Administrative Agent.........................................68
         Section 9.04.         Lack of Reliance on the Administrative Agent.....................................68
         Section 9.05.         Certain Rights of the Administrative Agent.......................................68
         Section 9.06.         Reliance by Administrative Agent.................................................68
         Section 9.07.         Indemnification of Administrative Agent..........................................68
         Section 9.08.         The Administrative Agent in its Individual Capacity..............................69
         Section 9.09.         Holders of Notes.................................................................69
         Section 9.10.         Successor Administrative Agent...................................................69
         Section 9.11.         Other Agents.....................................................................70
         Section 9.12.         Exculpation......................................................................70
         Section 9.13.         Defaults.........................................................................70

ARTICLE X.            MISCELLANEOUS.............................................................................71
         Section 10.01.        Notices..........................................................................71
         Section 10.02.        Amendments, Etc..................................................................71
         Section 10.03.        No Waiver; Remedies Cumulative...................................................72
         Section 10.04.        Payment of Expenses, Etc.........................................................72
         Section 10.05.        Right of Setoff..................................................................73
         Section 10.06.        Benefit of Agreement.............................................................73
         Section 10.07.        Governing Law; Submission to Jurisdiction; Waiver of Jury Trial..................76
         Section 10.08.        Independent Nature of Lenders' Rights............................................77
         Section 10.09.        Counterparts.....................................................................77
</TABLE>


                                     -iii-


<PAGE>   5


                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                               PAGE


<S>                                                                                                        <C>
         Section 10.10.        Effectiveness; Survival..........................................................78
         Section 10.11.        Severability.....................................................................78
         Section 10.12.        Independence of Covenants........................................................78
         Section 10.13.        Change in Accounting Principles, Fiscal Year or Tax Laws.........................78
         Section 10.14.        Headings Descriptive; Entire Agreement...........................................79
         Section 10.15.        References to Existing Term Loan Agreements......................................79
</TABLE>


<TABLE>
<CAPTION>
SCHEDULES
---------
<S>                           <C>
SCHEDULE 1                      Commitments
SCHEDULE 5.01                   Organization and Ownership of Subsidiaries
SCHEDULE 5.01(a)                Lack of Qualification
SCHEDULE 5.02                   Authorization
SCHEDULE 5.05                   Certain Pending and Threatened Litigation
SCHEDULE 5.08                   Environmental Matters
SCHEDULE 5.11                   Burdensome Restrictions
SCHEDULE 5.12                   Tax Filings and Payments
SCHEDULE 5.15                   Employee Benefit Matters
SCHEDULE 5.16                   Patent, Trademark, License, and Other Intellectual Property Matters
SCHEDULE 5.17                   Ownership of Properties
SCHEDULE 5.20                   Dividend Restrictions
SCHEDULE 7.01                   Existing Indebtedness
SCHEDULE 7.02                   Existing Liens
SCHEDULE 7.06                   Existing Investments
SCHEDULE 7.07                   Permitted Sale and Leaseback Transactions
SCHEDULE 10.01                  Notice Information
</TABLE>

<TABLE>
<CAPTION>
EXHIBITS
--------
<S>                           <C>
EXHIBIT A                       Form of Note
EXHIBIT B                       [Reserved]
EXHIBIT C                       [Reserved]
EXHIBIT D-1                     Form of Notice of Outstanding Loans
EXHIBIT D-2                     Form of Notice of Conversion/Continuation
EXHIBIT E-1                     Form of Guaranty Agreement
</TABLE>


                                      -iv-


<PAGE>   6


                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                             PAGE
<S>                           <C>
EXHIBIT E-2                     Form of Borrower Pledge and Security Agreement
EXHIBIT E-3                     Form of Subsidiary Pledge and Security Agreement
EXHIBIT F                       Form of Closing Certificate
EXHIBIT G-1                     Form of Opinion of Honigman Miller Schwartz and Cohn LLP
EXHIBIT G-2                     Form of Opinion of Foley & Lardner
EXHIBIT G-3                     Form of Opinion of Kilpatrick Stockton LLP
EXHIBIT G-4                     Form of Opinion of Mayer, Brown & Platt
EXHIBIT G-5                     Form of Opinion of Local Real Estate Counsel
EXHIBIT H                       Form of Assignment and Acceptance
EXHIBIT I                       Form of Compliance Certificate
EXHIBIT J                       Form of Mortgage
EXHIBIT K                       Form of Control Agreement
</TABLE>






                                      -v-
<PAGE>   7

                           FIRST AMENDED AND RESTATED
                               TERM LOAN AGREEMENT

        THIS FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT made and entered
into as of July 17, 2001, by and among INTERMET CORPORATION, a Georgia
corporation (the "Borrower"), THE BANK OF NOVA SCOTIA, a Canadian chartered bank
("Scotia Capital"), acting through its Atlanta Agency, the other banks and
lending institutions listed on the signature pages hereof, and any assignees of
Scotia Capital, or such other banks and lending institutions which become
"Lenders" as provided herein (Scotia Capital, and such other banks, lending
institutions, and assignees referred to collectively herein as the "Lenders"),
Scotia Capital, in its capacities as administrative agent and collateral agent
for the Lenders and each successor agent for such Lenders as may be appointed
from time to time pursuant to Article IX hereof (the "Administrative Agent"),
BANK ONE, MICHIGAN, as Syndication Agent, and SUNTRUST BANK, as Documentation
Agent, (the Administrative Agent, the Syndication Agent and the Documentation
Agent are herein referred to individually as an "Agent" and collectively as the
"Agents").

                              W I T N E S S E T H:

             WHEREAS, the Borrower, the Lenders and the Agents are parties to a
$200,000,000 Term Loan Agreement dated as of December 20, 1999, as amended (the
"Existing Loan Agreement"), pursuant to which the Lenders made certain loans to
the Borrower, upon the terms and conditions set forth therein;

             WHEREAS, the Borrower and Scotia Capital (in its individual
capacity and as administrative agent) are parties to a $15,000,000 Term Loan
Agreement dated as of March 3, 2000, as amended (the "Existing Bridge Loan
Agreement," together with the Existing Loan Agreement, the "Existing Term Loan
Agreements"), pursuant to which Scotia Capital made certain loans to the
Borrower upon the terms and conditions set forth therein;

             WHEREAS, the Borrower, the Lenders and the Agents wish to amend the
Existing Term Loan Agreements in various respects, and the Borrower, the Lenders
and the Agents have agreed to amend and restate the Existing Term Loan
Agreements in their entirety by the execution of this Agreement (the
"Refinancing");

             WHEREAS, the parties hereto intend that this Agreement and the
Credit Documents executed in connection therewith not effect a novation of the
obligations of the Borrower under the Existing Term Loan Agreements and the
"Credit Documents" (as defined in the Existing Term Loan Agreements), but merely
a restatement, and where applicable, an amendment to the terms governing such
obligations;

             NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Borrower, the Lenders and the Agents agree, upon
the terms and subject to the conditions set forth herein that the Existing Term
Loan Agreements shall be amended and restated in their entirety to read as
follows:



                                                             Term Loan Agreement
<PAGE>   8


                                   ARTICLE I.

                            DEFINITIONS; CONSTRUCTION

             SECTION 1.01. DEFINITIONS. In addition to the other terms defined
herein, the following terms used herein shall have the meanings herein specified
(to be equally applicable to both the singular and plural forms of the terms
defined):

             "Acquisition" shall mean any transaction, or any series of related
transactions, by which the Borrower and/or any of its Subsidiaries directly or
indirectly (a) acquires any ongoing business or all or substantially all of the
assets of any Person or division thereof, whether through purchase of assets,
merger or otherwise, (b) acquires (in one transaction or as the most recent
transaction in a series of transactions) control of at least a majority in
ordinary voting power of the securities of a Person which have ordinary voting
power for the election of directors or (c) otherwise acquires control of a 50%
or more ownership interest in any such Person.

             "Adjusted LIBO Rate" shall mean, with respect to each Interest
Period for a Eurodollar Advance, the rate per annum (rounded upwards, if
necessary, to the nearest 1/16 of 1%) determined pursuant to the following
formula:

                                       LIBOR
                Adjusted LIBO Rate = -----------------------------------
                                       1.00 - LIBOR Reserve Percentage


As used herein, LIBOR Reserve Percentage shall mean, for any Interest Period for
a Eurodollar Advance, the reserve percentage (expressed as a decimal) equal to
the then stated maximum rate of all reserve requirements (including, without
limitation, any marginal, emergency, supplemental, special or other reserves)
applicable to any member bank of the Federal Reserve System in respect of
Eurocurrency liabilities as defined in Regulation D (or against any successor
category of liabilities as defined in Regulation D).

             "Administrative Agent" shall have the meaning set forth in the
preamble.

             "Advance" shall mean any principal amount advanced under the
Existing Term Loan Agreements and remaining outstanding on the First Restatement
Date and/or remaining outstanding at any time thereafter under the Loans, which
Advances shall be made or outstanding as Base Rate Advances or Eurodollar
Advances, as the case may be.

             "Affiliate" of any Person means any other Person directly or
indirectly controlling, controlled by, or under common control with, such
Person, whether through the ownership of voting securities, by contract or
otherwise. For purposes of this definition, "control" (including with
correlative meanings, the terms "controlling", "controlled by", and "under
common control with") as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of that Person.

             "Agent" or "Agents" shall have the meaning set forth in the
preamble.




                                       2                    Term Loan Agreement
<PAGE>   9

             "Agreement" shall mean this First Amended and Restated Term Loan
Agreement, as amended, modified, restated, or supplemented from time to time.

             "Applicable Margin" shall mean (i) 3.000% through December 19,
2001, (ii) 3.250% from December 20, 2001 through June 19, 2002 and (iii) 3.500%
thereafter.

             "Asset Sale" shall mean any sale or other disposition (or a series
of related sales or other dispositions), including without limitation, loss,
damage, destruction or taking, by any Consolidated Company to any Person other
than a Consolidated Company, of any property or asset (including Capital
Securities but excluding the issuance and sale by the Borrower of its own
Capital Securities), which together with all other Asset Sales after the First
Restatement Date have an aggregate Asset Value in excess of $1,000,000, other
than sales or other dispositions made in the ordinary course of business of any
Consolidated Company.

             "Asset Value" shall mean, with respect to any property or asset of
any Consolidated Company as of any particular date, an amount equal to the
greater of (i) the then book value of such property or asset as established in
accordance with GAAP, and (ii) the then fair market value of such property or
asset as determined in good faith by such Consolidated Company.

             "Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Lender and an Eligible Assignee in accordance with the terms
of this Agreement and substantially in the form of Exhibit H.

             "Bankruptcy Code" shall mean The Federal Bankruptcy Reform Act of
1978, as amended and in effect from time to time (11 U.S.C. Section 101 et
seq.).

             "Base Rate" shall mean the higher of (with any change in the Base
Rate to be effective as of the date of change of either of the following rates):

             (a) the rate of interest then most recently established by the
        Administrative Agent in New York from time to time to be its base rate
        for Dollars loaned in the United States, as in effect from time to
        time; and

             (b) the Federal Funds Rate, as in effect from time to time, plus
        one-half of one percent (0.50%) per annum.

The Administrative Agent's base rate is a reference rate and does not
necessarily represent the lowest or best rate charged to customers; the
Administrative Agent may make commercial loans or other loans at rates of
interest at, above or below the Administrative Agent's base rate.

             "Base Rate Advance" shall mean an Advance made or outstanding as
(i) a Loan bearing interest based on the Base Rate, or (ii) an Advance bearing
interest at the rate agreed upon between the Borrower and the Lenders pursuant
to Section 3.08, Section 3.09 or Section 3.10.

             "Base Rate Margin" shall mean, (i) 2.000% through December 19,
2001, (ii) 2.250% from December 20, 2001 through June 19, 2002 and (iii) 2.500%
thereafter.




                                       3                    Term Loan Agreement
<PAGE>   10

             "Borrower" shall have the meaning set forth in the preamble.

             "Borrower Pledge and Security Agreement" shall mean the Borrower
Pledge and Security Agreement, dated as of even date herewith, executed by the
Borrower in favor of the Collateral Agent for the benefit of the Secured Parties
substantially in the form of Exhibit E-2, as the same may be amended, restated
or supplemented from time to time.

             "Borrowing" shall mean the incurrence by the Borrower under the
Facility of Advances of one Type concurrently having the same Interest Period or
the continuation or conversion of an existing Borrowing or Borrowings in whole
or in part.

             "Business Day" shall mean:

             (a) any day which is neither a Saturday or Sunday nor a legal
        holiday on which banks are required or authorized to close in Atlanta,
        Georgia or New York, New York; and

             (b) relative to the making, continuing, prepaying or repaying of
        any Eurodollar Advances, any day on which trading is carried on by and
        between banks in deposits of Dollars in the London interbank market.

             "Capital Expenditures" shall mean, for any period, the aggregate
amount of all (a) expenditures of the Consolidated Companies for fixed or
capital assets made during such period which, in accordance with GAAP, would be
classified as capital expenditures and (b) Capitalized Lease Liabilities
incurred by the Consolidated Companies during such period.

             "Capital Securities" shall mean, with respect to any Person, all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of such Person's capital, whether now outstanding
or issued after the First Restatement Date.

             "Capitalized Lease Liabilities" means all monetary obligations of
the Consolidated Companies under any leasing or similar arrangement which have
been (or, in accordance with GAAP, should be) classified as capitalized leases,
and for purposes of each Credit Document the amount of such obligations shall be
the capitalized amount thereof, determined in accordance with GAAP, and the
stated maturity thereof shall be the date of the last payment of rent or any
other amount due under such lease prior to the first date upon which such lease
may be terminated by the lessee without payment of a premium or a penalty.

             "Cash Management Agreement" means any agreement between any
Consolidated Company and any Lender or Affiliate of a Lender for the provision
of treasury, depository, or cash management services or arrangements.

             "Cash Management Obligations" shall mean all obligations and
liabilities of the Consolidated Companies owed to any Lender or any Affiliate of
a Lender arising under or in connection with Cash Management Agreements,
including but not limited to any fees and charges for such services or
arrangements and any automated clearinghouse transfer of funds services or
arrangements..


                                       4                    Term Loan Agreement
<PAGE>   11

             "Change in Control of the Borrower" shall mean (i) any "person" or
"group" (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act)
shall become the "beneficial owner(s)" (as defined in said Rule 13d-3) of more
than fifty percent (50%) of the shares of the outstanding Capital Securities of
the Borrower entitled to vote for members of the Borrower's board of directors
on a fully diluted basis, (ii) the individuals who are members of the board of
directors of the Borrower on the First Restatement Date (together with any new
or replacement directors whose initial nomination for election was approved by a
majority of the directors who were either directors on the First Restatement
Date or previously so approved) shall cease to constitute a majority of the
board of directors of the Borrower, or (iii) any event or condition shall occur
or exist which, pursuant to the terms of any Change in Control Provision,
requires or permits the holder(s) of Indebtedness of any Consolidated Company to
require that such Indebtedness be redeemed, repurchased, defeased, prepaid or
repaid, in whole or in part, or the maturity of such Indebtedness to be
accelerated in any respect.

             "Change in Control Provision" shall mean any term or provision
contained in any indenture, debenture, note, or other agreement or document
evidencing or governing Indebtedness of any Consolidated Company evidencing debt
or a commitment to extend loans in excess of $5,000,000 which requires, or
permits the holder(s) of such Indebtedness of such Consolidated Company to
require that such Indebtedness of such Consolidated Company be redeemed,
repurchased, defeased, prepaid or repaid, either in whole or in part, or the
maturity of such Indebtedness of such Consolidated Company be accelerated in any
respect, as a result of a change in ownership of the Capital Securities of such
Consolidated Company or voting rights with respect thereto or a change in the
composition of the board of directors of such Consolidated Company.

             "Code" means the Internal Revenue Code of 1986, and the
regulations, interpretations, rulings and procedures thereunder, in each case as
amended, or otherwise modified from time to time.

             "Collateral" shall have the meaning set forth in the Security
Documents.

             "Collateral Agent" shall mean Scotia Capital in its capacity as
collateral agent for the Lenders and the other Secured Parties.

             "Commitment" shall mean, for any Lender at any time, the amount of
such commitment set forth opposite such Lender's name on Schedule 1, as the same
may be increased or decreased from time to time as a result of any assignment
thereof pursuant to Section 10.06 or any amendment thereof pursuant to Section
10.02.

             "Compliance Certificate" shall mean a certificate described in
Section 6.07(c).

             "Consolidated Companies" shall mean, collectively, the Borrower and
all of its Subsidiaries.

             "Consolidated EBITDA" shall mean, for any fiscal period of the
Borrower, an amount equal to the sum for such fiscal period of (a) Consolidated
Net Income (Loss) plus, (b) to the extent deducted in determining such
Consolidated Net Income (Loss), (i) taxes based on income, (ii) Consolidated
Interest Expense, (iii) depreciation expense, and (iv) amortization



                                       5                    Term Loan Agreement
<PAGE>   12

expense, plus (c) without duplication, the sum of the following items to the
extent not included in Consolidated Net Income (Loss) for such period:

                (1) the net income (or net loss) for such period of any Person
        which became a Subsidiary during such period (a "New Subsidiary");

                (2) the net income (or net loss) derived during such period from
        the assets of any plants, divisions or business units acquired by any
        Consolidated Company during such period ("New Assets"); and

                (3) the sum of the following items to the extent deducted in
        determining net income of any New Subsidiary or derived from any New
        Assets during such period: (w) taxes based on income, (x) Consolidated
        Interest Expense, (y) depreciation expense, and (z) amortization
        expense,

minus (d) the sum of the following items to the extent included in determining
Consolidated Net Income (Loss) for such period:

                (1) the net income (or net loss) for such period of any Person
        which ceased to be a Subsidiary (other than due to merger or
        consolidation with another Consolidated Company) during such period (an
        "Old Subsidiary");

                (2) the net income (or net loss) derived during such period from
        the assets of any plants, divisions or business units sold or otherwise
        disposed of by any Consolidated Company during such period ("Old
        Assets"); and

                (3) the sum of the following items to the extent deducted in
        determining net income of any Old Subsidiary or derived from any Old
        Assets during such period: (w) taxes based on income, (x) Consolidated
        Interest Expense, (y) depreciation expense, and (z) amortization
        expense,

all determined on a consolidated basis in accordance with GAAP, provided that
the Borrower may add back to Consolidated EBITDA any non-cash charges incurred
in connection with plant closings, restructurings and downsizings which do not
exceed $30,000,000 in the aggregate.

             For the purposes of calculating any financial definitions based
upon Consolidated EBITDA, the addition or subtraction of any other financial
definitions to or from Consolidated EBITDA shall be calculated with appropriate
adjustment for New Subsidiaries, New Assets, Old Subsidiaries and Old Assets as
is consistent with this definition.

             "Consolidated Interest Expense" shall mean, for any fiscal period
of the Borrower, total interest expense of the Consolidated Companies (including
without limitation, interest expense portion attributable to Capitalized Lease
Liabilities in accordance with GAAP, all commissions, discounts and other fees
and charges owed with respect to bankers acceptance financing, and total
interest expense (whether shown as interest expense or as loss and expenses on
sale of receivables) under a receivables purchase facility) determined on a
consolidated basis in accordance with GAAP.



                                       6                    Term Loan Agreement



<PAGE>   13

             "Consolidated Net Income (Loss)" shall mean, for any fiscal period
of the Borrower, the net income (or loss) of the Consolidated Companies on a
consolidated basis for such period (taken as a single accounting period)
determined in conformity with GAAP, but excluding therefrom (to the extent
otherwise included therein) (i) any income or loss of any Person accrued prior
to the date such Person becomes a Subsidiary of the Borrower or is merged into
or consolidated with any Consolidated Company or all or substantially all of
such Person's assets are acquired by any Consolidated Company, and (ii) the
income of any Consolidated Company to the extent that the declaration or payment
of dividends or similar distributions by such Consolidated Company of that
income is not at the time permitted by operation of the terms of its charter or
any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation.

             "Consolidated Net Worth" shall mean, as of any date of
determination, Shareholders' Equity of the Consolidated Companies.

             "Contingent Liability" means any agreement, undertaking or
arrangement by which any Person guarantees, endorses or otherwise becomes or is
contingently liable upon (by direct or indirect agreement, contingent or
otherwise, to provide funds for payment, to supply funds to, or otherwise to
invest in, a debtor, or otherwise to assure a creditor against loss) the
Indebtedness of any other Person (other than by endorsements of instruments in
the course of collection), or guarantees the payment of dividends or other
distributions upon the Capital Securities of any other Person. The amount of any
Person's obligation under any Contingent Liability shall (subject to any
limitation set forth therein) be deemed to be the outstanding principal amount
of the debt, obligation or other liability guaranteed thereby.

             "Contractual Obligation" of any Person shall mean any provision of
any security issued by such Person or of any agreement, instrument or
undertaking under which such Person is obligated or by which it or any of the
property owned by it is bound.

             "Control Agreement" shall mean an agreement substantially in the
form of Exhibit K.

             "Copyright Security Agreement" shall mean any Copyright Security
Agreement executed and delivered by any Credit Party in favor of the Collateral
Agent for the benefit of the Secured Parties in substantially the form of
Exhibit D to the Security Agreements, as amended, supplemented, amended and
restated or otherwise modified from time to time.

             "Credit Documents" shall mean, collectively, this Agreement, the
Notes, the Fee Letter, the Guaranty Agreement, each Rate Protection Agreement,
each Cash Management Agreement and all Security Documents.

             "Credit Parties" shall mean, collectively, each of the Borrower,
the Guarantors and every other Person who from time to time executes a Credit
Document with respect to all or any portion of the Obligations.

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




                                       7                    Term Loan Agreement
<PAGE>   14

             "Dollar" and "U.S. Dollar" and the sign "$" shall mean lawful money
of the United States of America.

             "Domestic Subsidiary" shall mean each Consolidated Company that is
organized under the laws of the United States or any political subdivision
thereof.

             "Effective Date" shall have the meaning described in Section 10.10.

             "Eligible Assignee" shall mean (i) a commercial bank organized
under the laws of the United States, or any political subdivision thereof,
having, total assets in excess of $1,000,000,000 or (ii) a commercial bank
organized under the laws of any other country which is a member of the
Organization for Economic Cooperation and Development, or any political
subdivision of any such country, and having total assets in excess of
$1,000,000,000 (or its equivalent in other currencies), provided that such bank
is acting through a branch or agency located in the United States or the Cayman
Islands, (iii) any Lender, or (iv) any commercial finance or asset based lending
Affiliate of any such commercial bank or Lender described in the foregoing
clauses (i) through (iii), in each case, which has the Minimum Required Rating,
unless otherwise agreed by the Administrative Agent.

             "Environmental Laws" shall mean all federal, state, local and
foreign statutes and codes or regulations, rules or ordinances issued,
promulgated, or approved thereunder, now or hereafter in effect (including,
without limitation, those with respect to asbestos or asbestos containing
material or exposure to asbestos or asbestos containing material), relating to
pollution or protection of the environment and relating to public health and
safety, relating to (i) emissions, discharges, releases or threatened releases
of pollutants, contaminants, chemicals or industrial toxic or hazardous
constituents, substances or wastes, including without limitation, any Hazardous
Substance, petroleum including crude oil or any fraction thereof, any petroleum
product or other waste, chemicals or substances regulated by any Environmental
Law into the environment (including without limitation, ambient air, surface
water, ground water, land surface or subsurface strata), or (ii) the
manufacture, processing, distribution, use, generation, treatment, storage,
disposal, transport or handling of any Hazardous Substance, petroleum including
crude oil or any fraction thereof, any petroleum product or other waste,
chemicals or substances regulated by any Environmental Law, and (iii)
underground storage tanks and related piping, and emissions, discharges and
releases or threatened releases therefrom, such Environmental Laws to include,
without limitation (i) the Clean Air Act (42 U.S.C. Section 7401 et seq.), (ii)
the Clean Water Act (33 U.S.C. Section 1251 et seq.), (iii) the Resource
Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), (iv) the Toxic
Substances Control Act (15 U.S.C. Section 2601 et seq.), (v) the Comprehensive
Environmental Response Compensation and Liability Act, as amended by the
Superfund Amendments and Reauthorization Act (42 U.S.C. Section 9601 et seq.),
and (vi) all applicable national and local laws or regulations with respect to
environmental control (including applicable laws of the Federal Republic of
Germany or any applicable international agreements).

             "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended and in effect from time to time.

             "ERISA Affiliate" shall mean, with respect to any Person, each
trade or business (whether or not incorporated) which is a member of a group of
which that Person is a member



                                       8                    Term Loan Agreement
<PAGE>   15

and which is under common control within the meaning of the regulations
promulgated under Section 414 of the Code.

             "Eurodollar Advance" shall mean an Advance made or outstanding as a
Term Loan bearing interest based on the Adjusted LIBO Rate.

             "Event of Default" shall have the meaning provided in Article VIII.

             "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time, and any successor statute thereto.

             "Executive Officer" shall mean with respect to any Person, the
President, Chief Executive Officer, Vice Presidents, Chief Financial Officer,
Treasurer, Secretary and any other individual holding comparable offices or
duties.

             "Existing Bridge Loan Agreement" shall have the meaning set forth
in the recitals.

             "Existing Loan Agreement" shall have the meaning set forth in the
recitals.

             "Existing Term Loan Agreements" shall have the meaning set forth in
the recitals.

             "Facilities" shall mean this Agreement and the Revolving Credit
Agreement.

             "Fair Market Value" shall mean with respect to any asset or
property, the price which could be negotiated in an arm's-length free market
transaction, for cash, between a willing seller and a willing buyer, neither of
whom is under undue pressure or compulsion to complete the transaction.

             "Federal Funds Rate" shall mean for any period, a fluctuating
interest rate per annum equal for each day during such period 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, as published
for such day (or, if such day is not a Business Day, for the next preceding
Business Day) by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day which is a Business Day, the average of the quotations
for such day on such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by the
Administrative Agent.

             "Fee Letter" shall mean the confidential fee letter, dated as of
June 25, 2001, between the Borrower and the Administrative Agent describing
certain fees payable to the Administrative Agent only and not the fees described
in subsections 3.05(b), (c) and (d).

             "First Restatement Date" shall mean the date on which the
conditions set forth in Section 4.01 are satisfied or waived in accordance with
Section 10.02.

             "Fiscal Quarter" means a quarter ending on the last day of March,
June, September or December.




                                       9                    Term Loan Agreement
<PAGE>   16

             "Fiscal Year" means any period of twelve consecutive calendar
months ending on December 31; references to a Fiscal Year with a number
corresponding to any calendar year (e.g., the "2001 Fiscal Year") refer to the
Fiscal Year ending on December 31 of such calendar year.

             "Fixed Charge Coverage Ratio" shall mean, as of the last day of any
Fiscal Quarter of the Borrower, the ratio of (A) Consolidated EBITDA minus
Capital Expenditures (excluding $5,750,000 incurred in the third Fiscal Quarter
of 2000, and $20,752,000 incurred in the fourth Fiscal Quarter of 2000, in
connection with the reconstruction of the New River Foundry in Lynchburg,
Virginia) to (B) the sum of the amounts of (i) Consolidated Interest Expense,
and (ii) scheduled principal payments on Indebtedness, in each case, calculated
with respect to the immediately preceding four Fiscal Quarters ending on such
date.

             "Foreign Plan" shall mean any pension, profit sharing, deferred
compensation, or other employee benefit plan, program or arrangement maintained
by any Foreign Subsidiary which, under applicable local law, is required to be
funded through a trust or other funding vehicle, but shall not include any
benefit provided by a foreign government or its agencies.

             "Foreign Holding Company" shall mean any Domestic Subsidiary of the
Borrower which holds Capital Securities of any Foreign 956 Subsidiary other than
Tool Products, Inc.

             "Foreign Subsidiary" shall mean each Consolidated Company that is
not a Domestic Subsidiary.

             "Foreign 956 Subsidiary" means each Foreign Subsidiary a guaranty
of the Obligations by which would result in a deemed dividend of its current and
accumulated earnings and profits under section 956 of the Code that would result
in material increased tax liabilities for the Consolidated Companies, taken as a
whole.

             "Funded Debt" shall mean all Indebtedness for money borrowed,
Indebtedness evidenced or secured by purchase money Liens, Capitalized Lease
Liabilities, conditional sales contracts and similar title retention debt
instruments, whether designated as long term or current debt under GAAP and all
Synthetic Leases even if not treated as Indebtedness under GAAP. The calculation
of Funded Debt shall include (i) all Funded Debt of the Consolidated Companies,
plus (ii) all Funded Debt of other Persons to the extent a Consolidated Company
has Contingent Liability with respect thereto, plus (iii) the redemption amount
with respect to the Capital Securities of any Consolidated Company required to
be redeemed during the next succeeding twelve months.

             "GAAP" shall mean generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession, which are applicable to the circumstances as of the
date of determination.



                                       10                   Term Loan Agreement
<PAGE>   17

             "Guarantors" shall mean, collectively, (a) each Domestic Subsidiary
(other than an Inactive Subsidiary, a Receivables Subsidiary or a Special
Purpose Vehicle) and (b) each Foreign Subsidiary that is not a Foreign 956
Subsidiary.

             "Guaranty" shall mean any contractual obligation, contingent or
otherwise, of a Person with respect to any Indebtedness or other obligation or
liability of another Person, including without limitation, any such
Indebtedness, obligation or liability directly or indirectly guaranteed,
endorsed, co-made or discounted or sold with recourse by that Person, or in
respect of which that Person is otherwise directly or indirectly liable,
including contractual obligations (contingent or otherwise) arising through any
agreement to purchase, repurchase, or otherwise acquire such Indebtedness,
obligation or liability or any security therefor, or an agreement to provide
funds for the payment or discharge thereof (whether in the form of loans,
advances, stock purchases, capital contributions or otherwise), or to maintain
solvency, assets, level of income, or other financial condition, or to make any
payment other than for value received. The amount of any Guaranty shall be
deemed to be an amount equal to the stated or determinable amount of the primary
obligation in respect of which guaranty is made or, if not so stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.

             "Guaranty Agreement" shall mean the First Amended and Restated
Guaranty Agreement, dated as of even date herewith, executed by each of the
Guarantors in favor of the Lenders and the Administrative Agent and their
respective Affiliates, substantially in the form of Exhibit E-1 as the same may
be amended, restated or supplemented from time to time.

             "Hazardous Substances" shall mean (a) any "hazardous substance," as
defined in the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, 42 U.S.C. Section 9601 et. seq., and any amendments thereto or
regulations promulgated thereunder from time to time, (b) any "hazardous waste,"
as defined in the Resource Conversation and Recovery Act, 42 U.S.C. Section 6901
et. seq. and any amendments thereto or regulations promulgated thereunder from
time to time, and (c) any pollutant or contaminant or hazardous, dangerous or
toxic chemical, material or substance (including any petroleum product) as
defined in any other Environmental Laws.

             "Impermissible Qualification" means any qualification or exception
to the opinion or certification of any independent public accountant as to any
financial statement of the Borrower

             (a) which is of a "going concern" or similar nature;

             (b) which relates to the limited scope of examination of matters
        relevant to such financial statement; or

             (c) which relates to the treatment or classification of any item in
        such financial statement and which, as a condition to its removal,
        would require an adjustment to such item the effect of which would be
        to cause the Borrower to be in Default.

             "Inactive Subsidiary" shall mean any of (i) a Subsidiary that has
neither assets nor income and is listed as "inactive" on Schedule 5.01 and (ii)
Inter-Met Reynosa, S. de R.L. de





                                       11                    Term Loan Agreement
<PAGE>   18

C.V., Transnational Indemnity Company and Western Capital Corporation and its
current Subsidiaries so long as each such Person does not conduct any active
business or have any assets with an aggregate Fair Market Value of more than
$2,000,000.

             "Indebtedness" of any Person shall mean, without duplication (i)
all obligations of such Person which in accordance with GAAP would be shown on
the balance sheet of such Person as a liability (including, without limitation,
obligations for borrowed money and for the deferred purchase price of property
or services, and obligations evidenced by bonds, debentures, notes or other
similar instruments); (ii) Capitalized Lease Liabilities; (iii) all Guaranties
of such Person (including contingent reimbursement obligations under undrawn
letters of credit); (iv) Indebtedness of others secured by any Lien upon
property owned by such Person, whether or not assumed; (v) obligations or other
liabilities under currency contracts, interest rate hedging contracts, or
similar agreements or combinations thereof to the extent required to be
disclosed in accordance with GAAP; (vi) all Synthetic Leases, even if not
required to be disclosed in accordance with GAAP; and (vii) all Contingent
Liabilities of such Person in respect of any of the foregoing.

             "Interest Period" shall mean the interest period selected by the
Borrower pursuant to Section 3.04(a) hereof.

             "Invested Amount" means, at any time, the outstanding principal
amount that is owed to holders (other than Subsidiaries of the Borrower) of
securities issued by, or loans to, a Receivables Subsidiary or Special Purpose
Vehicle established with respect to a Permitted Receivables Purchase Facility.

             "Investment" shall mean, when used with respect to any Person, any
direct or indirect advance, loan or other extension of credit (other than the
creation of receivables in the ordinary course of business) or capital
contribution by such Person (by means of transfers of property to others or
payments for property or services for the account or use of others, or
otherwise) to any Person, or any direct or indirect purchase or other
acquisition by such Person of, or of a beneficial interest in, capital stock,
partnership interests, bonds, notes, debentures or other securities issued by
any other Person, in each case, other than an Acquisition. Each Investment shall
be valued as of the date made; provided that any Investment or portion of an
Investment consisting of Indebtedness shall be valued at the outstanding
principal balance thereof as of the date of determination.

             "Lender" or "Lenders" shall mean Scotia Capital, the other banks
and lending institutions listed on the signature pages hereof, and each assignee
thereof, if any, pursuant to Section 10.06(c).

             "Lending Office" shall mean for each Lender the office such Lender
may designate in writing from time to time to the Borrower and the
Administrative Agent with respect to each Type of Loan.

             "LIBOR" shall mean, for any Interest Period, with respect to
Eurodollar Advances under the Commitments, the offered rate for deposits in
Dollars, for a period comparable to the Interest Period and in an amount
comparable to the Administrative Agent's





                                      12                    Term Loan Agreement

<PAGE>   19

portion of such Advances, appearing on Telerate Page 3750 as of 11:00 AM
(London, England time) on the day that is two Business Days prior to the first
day of the Interest Period. If two or more of such rates appear on such Telerate
Page, the rate shall be the arithmetic mean of such rates. If the foregoing rate
is unavailable from Telerate for any reason, then such rate shall be determined
by the Administrative Agent from the Reuters Screen LIBO Page or, if such rate
is also unavailable on such service, then on any other interest rate reporting
service of recognized standing designated in writing by the Administrative Agent
to the Borrower and the Lenders; in any such case rounded, if necessary, to the
next higher 1/100 of 1.0%, if the rate is not such a multiple.

             "Lien" shall mean any mortgage, deed of trust, pledge, security
interest, lien, charge, hypothecation, assignment, deposit arrangement, title
retention, preferential property right, trust or other arrangement having the
practical effect of the foregoing and shall include the interest of a vendor or
lessor under any conditional sale agreement, capitalized lease or other title
retention agreement.

             "Loans" shall mean, collectively, all Loans made to the Borrower by
the Lenders as described in Section 2.01(a) hereof.

             "Margin Regulations" shall mean Regulation T, Regulation U and
Regulation X of the Board of Governors of the Federal Reserve System, as the
same may be in effect from time to time.

             "Margin Stock" shall have the meaning set forth in the Margin
Regulations.

             "Materially Adverse Effect" shall mean any materially adverse
change in (i) the business, results of operations, financial condition, assets
or prospects of the Consolidated Companies, taken as a whole, (ii) the ability
of the Borrower to perform its obligations under this Agreement, (iii) the
ability of the other Credit Parties (taken as a whole) to perform their
respective obligations under the Credit Documents, or (iv) the perfection or
priority of the Liens granted in favor of the Collateral Agent pursuant to the
Security Documents.

             "Maturity Date" shall mean the earlier of (i) December 20, 2002,
and (ii) the date on which all amounts outstanding under this Agreement have
been declared or have automatically become due and payable pursuant to the
provisions of Article VIII.

             "Minimum Required Rating" shall mean (i) from Moody's, a long-term
deposit rating of A1 or higher (or comparable rating in the event Moody's
hereafter modifies its rating system for long-term deposits of commercial
banks), and (ii) from S&P, a long-term deposit ratings of A+ or higher (or
comparable rating in the event S&P hereafter modifies its rating system for
long-term deposits of commercial banks).

             "Moody's" shall mean Moody's Investors Service, Inc., and its
successors and assigns.

             "Mortgage" means each mortgage, deed of trust or agreement executed
and delivered by any Credit Party in favor of the Collateral Agent for the
benefit of the Secured Parties pursuant to the requirements of this Agreement in
substantially the form of Exhibit J






                                      13                    Term Loan Agreement
<PAGE>   20

hereto, under which a Lien is granted on the real property and fixtures
described therein, in each case as amended, supplemented, amended and restated
or otherwise modified from time to time.

             "Multiemployer Plan" shall have the meaning set forth in Section
4001(a)(3) of ERISA.

             "Net Disposition Proceeds"shall mean the gross cash proceeds
received by the Borrower or any other Consolidated Company from any Asset Sale
pursuant to Section 7.04 minus the sum of (i) all reasonable and customary
legal, investment banking, brokerage and accounting fees and expenses incurred
in connection with such Asset Sale, (ii) all taxes actually paid or estimated by
the Borrower to be payable in cash within the next 12 months in connection with
such Asset Sale, and (iii) payments made by the Borrower or such Consolidated
Company to retire Indebtedness (other than the Loans and the "Loans" under the
Revolving Credit Agreement) where payment of such Indebtedness is required in
connection with such Asset Sale; provided, however, that if the amount of any
estimated taxes pursuant to clause (ii) exceeds the amount of taxes actually
required to be paid in cash in respect of such Asset Sale, the aggregate amount
of such excess shall constitute Net Disposition Proceeds.

             "Net Equity or Debt Proceeds" means with respect to the sale,
issuance or assumption after the First Restatement Date by any of the
Consolidated Companies to any Person of any debt, Capital Securities, warrants
or options or the exercise of any such warrants or options, the excess of:

             (a) the gross cash proceeds received by such Consolidated Company
        from such sale, assumption, exercise or issuance, over

             (b) all reasonable and customary underwriting commissions and
        legal, investment banking, brokerage and accounting and other
        professional fees, sales commissions and disbursements actually
        incurred in connection with such sale, assumption or issuance which
        have not been paid to Affiliates of the Borrower in connection
        therewith.

             "Net Fixed Assets" shall mean, as of any date of determination, the
net property, plant and equipment of the Consolidated Companies determined in
accordance with GAAP and as reflected on the consolidated balance sheet of the
Borrower.

             "Notes" shall mean, collectively, the promissory notes evidencing
the Loans in the form attached hereto as Exhibit A, either as originally
executed or as hereafter amended, modified or substituted.

             "Notice of Conversion/Continuation" shall mean a notification of
continuation or conversion of a Borrowing by the Borrower pursuant to Section
3.01 substantially in the form of Exhibit D-2.

             "Notice of Outstanding Loans" shall mean a notification of
outstanding Loans by the Borrower pursuant to Section 3.01 substantially in the
form of Exhibit D-1.





                                      14                    Term Loan Agreement
<PAGE>   21

             "Obligations" shall mean all amounts owing to the Administrative
Agent or any Lender or its Affiliates pursuant to the terms of this Agreement or
any other Credit Document, including without limitation, all Loans (including
all principal and interest payments due thereunder), fees, expenses,
indemnification and reimbursement payments, indebtedness, liabilities, Cash
Management Obligations, and obligations of the Credit Parties, direct or
indirect, absolute or contingent, liquidated or unliquidated, now existing or
hereafter arising, together with all renewals, extensions, modifications or
refinancings thereof.

             "Organic Document" means, relative to any Credit Party, as
applicable, its certificate or articles of incorporation, by-laws, certificate
of partnership, partnership agreement, certificate of formation, articles of
organization, limited liability agreement, operating agreement and all
shareholder agreements, voting trusts and similar arrangements applicable to any
of such Credit Party's partnership interests, limited liability company
interests or authorized shares of Capital Securities.

             "Patent Security Agreement" means any Patent Security Agreement
executed and delivered by any Credit Party in favor of the Collateral Agent for
the benefit of the Secured Parties substantially in the form of Exhibit B to the
Security Agreements, as amended, supplemented, amended and restated or otherwise
modified from time to time.

             "Payment Office" shall mean the office specified as the "Payment
Office" for the Administrative Agent on Schedule 10.01, or such other location
as to which the Administrative Agent shall have given written notice to the
Borrower and the Lenders.

             "PBGC" shall mean the Pension Benefit Guaranty Corporation, or any
successor thereto.

             "Permitted Asset Sale" means an Asset Sale that is permitted by
Section 7.04(c) and (d).

             "Permitted Receivables" means (a) all Receivables which are
described as being transferred by the Borrower, another Receivables Seller
and/or a Receivables Subsidiary pursuant to the Receivables Documents, (b) all
Receivables Related Assets, and (c) all collections (including recoveries) and
other proceeds of the assets described in the foregoing clauses.

             "Permitted Receivables Purchase Facility" means any transaction or
series of transactions that may be entered into by the Borrower or any other
Consolidated Company pursuant to which the Borrower and/or any Consolidated
Company may sell, convey or otherwise transfer to a Receivables Subsidiary (in
the case of a transfer by the Borrower and/or any other Receivables Seller) and
any other Person (in the case of a transfer by a Receivables Subsidiary), or may
grant a security interest in, any Permitted Receivables (whether now existing or
arising in the future); provided that:

             (a) no portion of the indebtedness or any other obligations
        (contingent or otherwise) of a Receivables Subsidiary or Special
        Purpose Vehicle (i) is guaranteed by the Borrower or any other
        Receivables Seller (excluding guarantees of obligations or other
        funding commitments pursuant to Standard Securitization Undertakings),
        (ii) is





                                      15                    Term Loan Agreement
<PAGE>   22

        recourse to or obligates the Borrower or any other Receivables Seller
        in any way other than pursuant to Standard Securitization Undertakings
        or (iii) subjects any property or asset of the Borrower or any other
        Receivables Seller, directly or indirectly, contingently or otherwise,
        to the satisfaction of obligations incurred in such transactions,
        other than pursuant to Standard Securitization Undertakings;

             (b) neither the Borrower nor any other Receivables Seller has any
        material contract, agreement, arrangement or understanding with a
        Receivables Subsidiary or a Special Purpose Vehicle (except a Purchase
        Money Note or Permitted Receivables Purchase Facility) other than on
        terms no less favorable to the Borrower or such Receivables Seller than
        those that might be obtained at the time from Persons that are not
        affiliates of the Borrower, other than fees payable in the ordinary
        course of business in connection with servicing accounts receivable;

             (c) the Borrower and the other Receivables Sellers do not have any
        obligation to maintain or preserve the financial condition of a
        Receivables Subsidiary or a Special Purpose Vehicle or cause such
        entity to achieve certain levels of operating results;

             (d) the proceeds to the Consolidated Companies from such a
        transaction that are applied to a prepayment of Loans pursuant to
        Section 3.06(b)(iii) are at least $52,000,000; and

             (e) such transaction or series of transactions is approved in
        writing by the Administrative Agent, such approval not to be
        unreasonably withheld.

             "Person" shall mean any individual, limited liability company,
partnership, firm, corporation, association, joint venture, trust or other
entity, or any government or political subdivision or agency, department or
instrumentality thereof.

             "Plan" shall mean any "employee benefit plan" (as defined in
Section 3(3) of ERISA), including, but not limited to, any defined benefit
pension plan, profit sharing plan, money purchase pension plan, savings or
thrift plan, stock bonus plan, employee stock ownership plan, Multiemployer
Plan, or any plan, fund, program, arrangement or practice providing for medical
(including post-retirement medical), hospitalization, accident, sickness,
disability, or life insurance benefits, but shall exclude any Foreign Plan.

             "Pro Rata Share" shall mean, with respect to Commitments, each Loan
to be made by and each payment (including, without limitation, any payment of
principal, interest or fees) to be made to each Lender, the percentage
designated as such Lender's Pro Rata Share of such Commitments, set forth under
the name of such Lender on Schedule 1, as such percentage may change based upon
amendments and assignments hereunder.

             "Purchase Money Note" means a promissory note evidencing the
obligation of a Receivables Subsidiary to pay all or any portion of the purchase
price for Receivables and other Permitted Receivables to the Borrower or any
other Receivables Seller in connection with a Permitted Receivables Purchase
Facility, which note shall be repaid from cash available to the maker of such
note, other than (i) cash required to be held as reserves pursuant to
Receivables Documents, (ii) amounts paid in respect of interest and principal
and (iii) other amounts owing




                                      16                    Term Loan Agreement
<PAGE>   23

under Receivables Documents and amounts paid in connection with the purchase of
newly generated Receivables.

             "Rate Protection Agreements" shall mean, collectively, any interest
rate swap, cap, collar or similar agreement entered into by any of the
Consolidated Companies under which the counterparty of such agreement is (or at
the time such agreement was entered into was) a Lender or an Affiliate of a
Lender.

             "Rating Agencies" shall mean, collectively, Moody's and S&P.

             "Receivables" means all rights of the Borrower or any other
Receivables Seller to payments (whether constituting accounts, chattel paper,
instruments, general intangibles or otherwise) arising from the sale of goods,
services or future services by the Borrower and/or a Receivables Seller, and
includes the right to payment of any interest or finance charge and other
obligations with respect thereto and any other rights to payment recorded as a
receivable.

             "Receivables Documents" means (x) each and every receivables
purchase agreement, pooling and servicing agreement, series supplement thereto,
certificate purchase agreement, guaranty, Purchase Money Note, license
agreement, sublicense agreement, credit agreement, agreement to acquire
undivided interests or other agreement to transfer, or create a security
interest in, Permitted Receivables, in each case as amended, modified,
supplemented or amended and restated and in effect from time to time entered
into by the Borrower, another Receivables Seller and/or a Receivables
Subsidiary, and (y) each other instrument, agreement and other document entered
into by the Borrower, any other Receivables Seller and/or a Receivables
Subsidiary relating to the transactions contemplated by the items referred to in
clause (x) above, in each case as amended, modified, supplemented or amended and
restated and in effect from time to time.

             "Receivables Program Obligations" means (a) notes, trust
certificates, undivided interests, partnership interests or other interests
representing the right to be paid a specified principal amount from the
Permitted Receivables, and (b) related obligations of the Borrower, a Subsidiary
and/or a Special Purpose Vehicle (including, without limitation, rights in
respect of interest or yield, breach of warranty claims and expense
reimbursement and indemnity provisions). The Receivables Program Obligations
shall also include Purchase Money Notes and guarantees by the Borrower of
obligations pursuant to Standard Securitization Undertakings.

             "Receivables Related Assets" means (i) any rights arising under the
documentation governing or relating to Receivables (including rights in respect
of liens securing such Receivables and other credit support in respect of such
Receivables), (ii) any collections and other proceeds of such Receivables, (iii)
any lockboxes or bank accounts, all documents, instruments and agreements
relating to such lockboxes or bank accounts, and any amounts from time to time
deposited therein, (iv) spread accounts, trust accounts and other similar
accounts (and any amounts on deposit therein) established in connection with a
Permitted Receivables Purchase Facility, (v) any warranty, indemnity, dilution
and other intercompany claim arising out of Receivables Documents and (vi) other
assets (including those contemplated by Receivables Documents) which are
customarily transferred or in respect of which security interests are





                                      17                    Term Loan Agreement
<PAGE>   24

customarily granted in connection with asset securitization transactions
involving accounts receivable.

             "Receivables Seller" means the Borrower and any other Consolidated
Company (other than a Receivables Subsidiary) which is a party to a Receivables
Document.

             "Receivables Subsidiary" means a special purpose wholly-owned
subsidiary of the Borrower created in connection with the transactions
contemplated by a Permitted Receivables Purchase Facility, which subsidiary
engages in no activities other than those incidental to such Permitted
Receivables Purchase Facility and which is designated as a Receivables
Subsidiary by the Borrower's board of directors. Any such designation by the
board of directors shall be evidenced by filing with the Administrative Agent a
certified copy of the resolution of the board of directors of the Borrower
giving effect to such designation and an officers' certificate certifying, to
the best of such officer's knowledge and belief after consulting with counsel,
that such designation, and the transactions in which the Receivables Subsidiary
will engage, comply with the requirements of the definition of Permitted
Receivables Purchase Facility.

             "Refinancing" shall have the meaning set forth in the recitals.

             "Regulation D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System, as the same may be in effect from time to time.

             "Required Lenders" shall mean at any time prior to the termination
of the Commitments, Lenders holding at least 51% of the then aggregate amount of
the Commitments, or, following the termination of the Commitments hereunder,
Lenders holding at least 51% of the sum of the aggregate outstanding Loans.

             "Requirement of Law" for any Person shall mean the articles or
certificate of incorporation and by-laws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation, or
determination of an arbitrator or a court or other governmental authority, in
each case applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.

             "Restricted Payment" shall have the meaning set forth in Section
7.05.

             "Reuters Screen" shall mean, when used in connection with any
designated page and LIBOR, the display page so designated on the Reuters Monitor
Money Rates Service (or such other page as may replace that page on that service
for the purpose of displaying rates comparable to LIBOR).

             "Revolving Credit Agreement" shall mean the $300,000,000 Five-Year
Credit Agreement, dated as of November 5, 1999, as amended (as amended,
modified, restated or supplemented from time to time), among the Borrower, the
various financial institutions that are or may become parties thereto and Scotia
Capital, as administrative agent.

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




                                      18                    Term Loan Agreement
<PAGE>   25

             "Scheduled Repayment Date" shall have the meaning set forth in
Section 2.02(b).

             "Scotia Capital" shall have the meaning set forth in the preamble.

             "Secured Party" means any of (i) the Administrative Agent, the
Lenders and their respective Affiliates which are party to any of the Credit
Documents; (ii) the administrative agent, the collateral agent and the "Lenders"
under Revolving Credit Agreement and their respective affiliates which are party
to any of the "Credit Documents" as defined in the Revolving Credit Agreement;
and (iii) such other Persons who are approved by the Super-Majority Lenders.

             "Security Agreement" means the Borrower Pledge and Security
Agreement and/or the Subsidiary Pledge and Security Agreement, as the case may
be.

             "Security Documents" shall mean, collectively, the, Borrower Pledge
and Security Agreement, Subsidiary Pledge and Security Agreement, each Mortgage,
each Patent Security Agreement, each Copyright Security Agreement, each
Trademark Security Agreement, each Control Agreement and each other mortgage,
deed of trust, security agreement, pledge agreement, or other security or
collateral document securing the Obligations, as the same may be amended,
restated, or supplemented from time to time.

             "Shareholders' Equity" shall mean, with respect to any Person as at
any date of determination, shareholders' equity of such Person determined on a
consolidated basis in conformity with GAAP.

             "Solvent" shall mean, as to the Borrower or any Guarantor at any
time, that (i) each of the fair value and the present fair saleable value of
such Person's assets (including any rights of subrogation or contribution to
which such Person is entitled, under any of the Credit Documents or otherwise)
is greater than such Person's debts and other liabilities (including contingent,
unmatured and unliquidated debts and liabilities) and the maximum estimated
amount required to pay such debts and liabilities as such debts and liabilities
mature or otherwise become payable; (ii) such Person is able and expects to be
able to pay its debts and other liabilities (including, without limitation,
contingent, unmatured and unliquidated debts and liabilities) as they mature;
and (iii) such Person does not have unreasonably small capital to carry on its
business as conducted and as proposed to be conducted.

             "Special Purpose Vehicle" means a trust, partnership or other
special purpose Person established by the Borrower and/or any other Consolidated
Company to implement a Permitted Receivables Purchase Facility.

             "Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities entered into by the Borrower and/or any
other Consolidated Company which are reasonably customary in a non-recourse
accounts receivable transaction.

             "Subordinated Debt" shall mean other Indebtedness of the Borrower
subordinated to all obligations of the Borrower or any other Credit Party
arising under this Agreement, the Notes, and the Guaranty Agreements on terms
and conditions satisfactory in all respects to the Administrative Agent and the
Required Lenders, including without limitation, with respect to




                                      19                    Term Loan Agreement
<PAGE>   26

interest rates, payment terms, maturities, amortization schedules, covenants,
defaults, remedies, and subordination provisions, evidenced by the written
approval of the Administrative Agent and Required Lenders.

             "Subsidiary" shall mean, with respect to any Person, any
corporation or other entity (including, without limitation, partnerships,
limited liability companies, joint ventures, and associations) regardless of its
jurisdiction of organization or formation, at least a majority of the total
combined voting power of all classes of voting Capital Securities or other
ownership interests of which shall, at the time as of which any determination is
being made, be owned by such Person, either directly or indirectly through one
or more other Subsidiaries.

             "Subsidiary Pledge and Security Agreement" shall mean the
Subsidiary Pledge and Security Agreement, dated as of even date herewith,
executed by each of the Guarantors in favor of the Collateral Agent for the
benefit of the Secured Parties substantially in the form of Exhibit E-3 as the
same may be amended, restated or supplemented from time to time.

             "Super-Majority Lenders" shall mean at any time prior to the
termination of the Commitments, Lenders holding at least 66-2/3% of the then
aggregate amount of the Commitments, or, following the termination of the
Commitments hereunder, Lenders holding at least 66-2/3% of the sum of the
aggregate outstanding Loans.

             "Synthetic Lease" means, as applied to any Person, any lease
(including leases that may be terminated by the lessee at any time) of any
property (whether real, personal or mixed) (a) that is not a capital lease in
accordance with GAAP and (b) in respect of which the lessee retains or obtains
ownership of the property so leased for federal income tax purposes, other than
any such lease under which that Person is the lessor.

             "Taxes" shall mean any present or future taxes, levies, imposts,
duties, fees, assessments, deductions, withholdings or other charges of whatever
nature, including without limitation, income, receipts, excise, property, sales,
transfer, license, payroll, withholding, social security and franchise taxes now
or hereafter imposed or levied by the United States, or any state, local or
foreign government or by any department, agency or other political subdivision
or taxing authority thereof or therein and all interest, penalties, additions to
tax and similar liabilities with respect thereto.

             "Telerate" shall mean, when used in connection with any designated
page and LIBOR, the display page so designated on the Dow Jones Telerate Service
(or such other page as may replace that pace on that service for the purpose of
displaying rates comparable to LIBOR).

             "Trademark Security Agreement" means any Trademark Security
Agreement executed and delivered by any Credit Party in favor of the Collateral
Agent for the benefit of the Secured Parties substantially in the form of
Exhibit C to the Security Agreements, as amended, supplemented, amended and
restated or otherwise modified from time to time.

             "Type" of Borrowing shall mean a Borrowing consisting of Base Rate
Advances or Eurodollar Advances.



                                      20                    Term Loan Agreement
<PAGE>   27

             "United States" or "U.S." means the United States of America, its
fifty states and the District of Columbia and any other political subdivision
thereof.

             SECTION 1.02. ACCOUNTING TERMS AND DETERMINATION. Unless otherwise
defined or specified herein, all accounting terms shall be construed herein, all
accounting determinations hereunder shall be made, all financial statements
required to be delivered hereunder shall be prepared, and all financial records
shall be maintained in accordance with, GAAP, except that financial records of
Foreign Subsidiaries may be maintained in accordance with generally accepted
accounting principles in effect from time to time in the jurisdiction of
organization of such Foreign Subsidiary; provided, however, that compliance with
the financial covenants and calculations set forth in Section 6.08, Article VII,
and elsewhere herein, and in the definitions used in such covenants and
calculations, shall be calculated, made and applied in accordance with GAAP and
such generally accepted accounting principles in such foreign jurisdictions, as
the case may be, as in effect on the date of this Agreement applied on a basis
consistent with the preparation of the financial statements referred to in
Section 5.14 unless and until the Borrower and the Required Lenders enter into
an agreement with respect thereto in accordance with Section 10.13.

             SECTION 1.03. OTHER DEFINITIONAL TERMS. The words "hereof",
"herein" and "hereunder" and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of
this Agreement, and Article, Section, Schedule, Exhibit and like references are
to this Agreement unless otherwise specified. Any of the terms defined in
Section 1.01 may, unless the context otherwise requires, be used in the singular
or the plural depending on the reference.

             SECTION 1.04. EXHIBITS AND SCHEDULES. All Exhibits and Schedules
attached hereto are by reference made a part hereof.

                                  ARTICLE II.

                                  TERM LOANS

             SECTION 2.01.  USE OF PROCEEDS.

             (a) Subject to and upon the terms and conditions herein set forth,
each Lender severally agrees with the Borrower that the loans (each such loan, a
"Loan") outstanding on the First Restatement Date under the Existing Term Loan
Agreements in an aggregate amount not to exceed such Lender's Commitment, shall
remain outstanding under this Agreement subject, however, to the conditions that
(i) at no time shall the outstanding principal amount of all Loans exceed the
sum of the Commitments, and (ii) at all times shall the outstanding principal
amount of the Loans of each Lender equal the product of each Lender's Pro Rata
Share of the Commitments multiplied by the aggregate outstanding amount of the
Loans. Loans which are repaid or prepaid by the Borrower may not be reborrowed.
No Loans may be made after the First Restatement Date.

             (b) The initial Loans outstanding on the First Restatement Date
shall consist of the Type of loans outstanding on the First Restatement Date
under the Existing Term Loan




                                        21                  Term Loan Agreement
<PAGE>   28

Agreements. Each Loan shall, at the option of the Borrower, be continued as, or
converted into, part of one or more Borrowings that shall consist entirely of
Base Rate Advances or Eurodollar Advances. The aggregate principal amount of
each Borrowing of Loans shall be not less than $5,000,000 or a greater integral
multiple of $1,000,000, provided that each Borrowing of Loans comprised of Base
Rate Advances shall be not less than $1,000,000 or a greater integral multiple
of $100,000. At no time shall the number of outstanding Borrowings comprised of
Eurodollar Advances exceed eight (8).

             (c) The Indebtedness outstanding under the Existing Term Loan
Agreements and evidenced by the notes under the Existing Term Loan Agreements on
the First Restatement Date shall (except to the extent repaid on the First
Restatement Date) remain outstanding and unpaid and be evidenced by the Notes
under this Agreement and such existing Indebtedness shall not be extinguished,
novated or otherwise deemed to be paid.

             SECTION 2.02. NOTES; SCHEDULED REPAYMENT OF PRINCIPAL.

             (a) Notes. The Borrower's obligations to pay the principal of, and
interest on, the Loans to each Lender shall be evidenced by the records of the
Administrative Agent and such Lender and by the Note payable to such Lender
completed in conformity with this Agreement.

             (b) Repayment of Principal. On each date set forth below (a
"Scheduled Repayment Date"), the Borrower shall be required to repay that
principal amount of the Loans, to the extent then outstanding, as is set forth
opposite such date below:

<TABLE>
<CAPTION>
       Scheduled Repayment Date                                  Amount
       ------------------------                                  ------
       <S>                                                 <C>
       December 20, 2001                                     $5,000,000
       March 20, 2002                                       $10,000,000
       June 20, 2002                                         $5,000,000
       Maturity Date                                       $162,750,000.

</TABLE>

                                  ARTICLE III.

                               GENERAL LOAN TERMS

             SECTION 3.01. NOTICES OF OUTSTANDING LOANS.

             (a) The Borrower shall give the Administrative Agent a duly
completed Notice of Outstanding Loans in the form of Exhibit D-1 attached hereto
prior to 11:00 AM (local time for the Administrative Agent) at its Payment
Office on the First Restatement Date. If the Notice of Outstanding Loans does
not conform substantially to the format of Exhibit D-1, it may be rejected in
the Administrative Agent's sole discretion, and the Administrative Agent shall
notify the Borrower of such rejection by telecopy not later than 12:00 noon
(Atlanta, Georgia time) on the date of receipt. The Notice of Outstanding Loans
shall be irrevocable and shall specify the aggregate principal amount of the
loans outstanding under the Existing Term Loan





                                        22                  Term Loan Agreement
<PAGE>   29

Agreements (except to the extent repaid on the First Restatement Date) that
shall remain outstanding as Loans hereunder.

             (b) Whenever the Borrower desires to convert all or a portion of an
outstanding Borrowing, which Borrowing consists of Base Rate Advances or
Eurodollar Advances, into one or more Borrowings consisting of Advances of
another Type, or to continue outstanding a Borrowing consisting of Eurodollar
Advances for a new Interest Period, it shall give the Administrative Agent a
duly completed Notice of Conversion/Continuation in the form of Exhibit D-2
attached hereto, such Notice of Conversion/Continuation to be given at least
three Business Days prior to each such Borrowing to be converted into or
continued as Eurodollar Advances. Such Notice of Conversion/Continuation shall
be given prior to 11:00 AM (local time for the Administrative Agent) on the date
specified at the Payment Office of the Administrative Agent. Notices received
after 11:00 AM (local time for the Administrative Agent) shall be deemed
received on the next Business Day. A Notice of Conversion/Continuation that does
not conform substantially to the format of Exhibit D-2 may be rejected in the
Administrative Agent's sole discretion, and the Administrative Agent shall
notify the Borrower of such rejection by telecopy not later than 12:00 noon
(Atlanta, Georgia time) on the date of receipt. Each such Notice of
Conversion/Continuation shall be irrevocable and shall specify the aggregate
principal amount of the Advances to be converted or continued, the date of such
conversion or continuation, whether the Advances are being converted into or
continued Eurodollar Advances and, if so, the Interest Period applicable
thereto. If, upon the expiration of any Interest Period in respect of any
Borrowing, the Borrower shall have failed to deliver the Notice of
Conversion/Continuation, the Borrower shall be deemed to have elected to convert
or continue such Borrowing to a Borrowing consisting of Base Rate Advances. So
long as any Executive Officer of the Borrower has knowledge that any Default or
Event of Default shall have occurred and be continuing, no Borrowing may be
converted into or continued as (upon expiration of the current Interest Period)
Eurodollar Advances unless the Administrative Agent and each of the Lenders
shall have otherwise consented in writing. No conversion of any Borrowing of
Eurodollar Advances shall be permitted except on the last day of the Interest
Period in respect thereof.

             (c) Without in any way limiting the Borrower's obligation to
confirm in writing any telephonic notice, the Administrative Agent may act
without liability upon the basis of telephonic notice believed by the
Administrative Agent in good faith to be from the Borrower prior to receipt of
written confirmation. In each such case, the Borrower hereby waives the right to
dispute the Administrative Agent's record of the terms of such telephonic
notice.

             (d) The Administrative Agent shall promptly give each Lender notice
by telephone (confirmed in writing) or by telex, telecopy or facsimile
transmission of the matters covered by the notices given to the Administrative
Agent pursuant to this Section 3.01 with respect to the Commitments.

             SECTION 3.02. [RESERVED]



                                        23                  Term Loan Agreement
<PAGE>   30

             SECTION 3.03. INTEREST.

             (a) The Borrower agrees to pay interest in respect of all unpaid
principal amounts of Loans from the respective dates such principal amounts were
advanced to maturity (whether by acceleration, notice of prepayment or
otherwise) at rates per annum equal to the applicable rates indicated below:

                 (i)    For Base Rate Advances--The relevant Base Rate in
        effect from time to time plus the Base Rate Margin; or

                 (ii)   For Eurodollar Advances--The relevant Adjusted LIBO
        Rate plus the Applicable Margin.

             (b) Overdue principal and, to the extent not prohibited by
applicable law, overdue interest, in respect of the Loans, and all other overdue
amounts owing hereunder, shall bear interest from each date that such amounts
are overdue:

                 (i)    in the case of overdue principal and interest with
        respect to all Loans outstanding as Eurodollar Advances, at the rate
        otherwise applicable for the then-current Interest Period plus an
        additional two percent (2.0%) per annum; thereafter at the rate in
        effect for Base Rate Advances plus an additional two percent (2.0%) per
        annum; and

                 (ii)   in the case of overdue principal and interest with
        respect to all other Loans outstanding as Base Rate Advances, and all
        other Obligations hereunder (other than Loans), at a rate in effect for
        Base Rate Advances plus an additional two percent (2.0%) per annum;

             (c) Interest on each Loan shall accrue from and including the date
of such Loan to but excluding the date of any repayment thereof; provided that,
if a Loan is repaid on the same day made, one day's interest shall be paid on
such Loan. Interest on all Base Rate Advances shall be payable monthly in
arrears on the last calendar day of each calendar month. Interest on all
outstanding Eurodollar Advances shall be payable on the last day of each
Interest Period applicable thereto, and, in the case of Interest Periods in
excess of three months, on each day which occurs every 3 months, as the case may
be, after the initial date of such Interest Period. Interest on all Loans shall
be payable on any conversion of any Advances comprising such Loans into Advances
of another Type, prepayment (on the amount prepaid), at maturity (whether by
acceleration, notice of prepayment or otherwise) and, after maturity, on demand;
and

             (d) The Administrative Agent, upon determining the Adjusted LIBO
Rate for any Interest Period, shall promptly notify by telephone (confirmed in
writing) or in writing the Borrower and the other Lenders. Any such
determination shall, absent manifest error, be final, conclusive and binding for
all purposes.




                                        24                  Term Loan Agreement
<PAGE>   31

             SECTION 3.04. INTEREST PERIODS.

             (a) In connection with the continuation of, or conversion into,
each Borrowing of Eurodollar Advances, the Borrower shall select an Interest
Period to be applicable to such Eurodollar Advances, which Interest Period shall
be either a 1, 2, 3 or 6 month period.

             (b) Notwithstanding paragraph (a) above:

                 (i)    The initial Interest Period for any Borrowing of
        Eurodollar Advances shall commence on the date of such Borrowing
        (including the date of any conversion from a Borrowing consisting of
        Advances of another Type) and each Interest Period occurring thereafter
        in respect of such Borrowing shall commence on the day on which the
        next preceding Interest Period expires;

                 (ii)   If any Interest Period would otherwise expire on a day
        which is not a Business Day, such Interest Period shall expire on the
        next succeeding Business Day, provided that if any Interest Period in
        respect of Eurodollar Advances would otherwise expire on a day that is
        not a Business Day but is a day of the month after which no further
        Business Day occurs in such month, such Interest Period shall expire on
        the next preceding Business Day;

                 (iii)  Any Interest Period in respect of Eurodollar Advances
        which begins on a day for which there is no numerically corresponding
        day in the calendar month at the end of such Interest Period shall,
        subject to part (iv) below, expire on the last Business Day of such
        calendar month; and

                 (iv)   No Interest Period with respect to the Loans shall
        extend beyond the Maturity Date.

             SECTION 3.05. FEES.

             (a) Without duplication of the Revolving Credit Agreement, the
Borrower shall pay to Scotia Capital and the Administrative Agent for their own
account, such fees in the amounts and on the dates set forth in the Fee Letter.

             (b) On the First Restatement Date, Borrower shall pay to the
Administrative Agent for the account of each Lender a restatement fee equal to
0.750% times the Commitment of each such Lender with respect to the first
$100,000,000 of the outstanding Loans.

             (c) On October 11, 2001, the Borrower shall pay to the
Administrative Agent for the account of each Lender a restatement fee equal to
0.750% times the Commitment of each such Lender with respect to the amount of
then outstanding Loans to the extent that such Loans are in excess of
$100,000,000.

             (d) On June 20, 2002, the Borrower shall pay to the Administrative
Agent for the account of each Lender a restatement fee equal to 1.000% times the
Commitment of each such Lender with respect to the amount of then outstanding
Loans.




                                        25                  Term Loan Agreement
<PAGE>   32

             SECTION 3.06. VOLUNTARY AND MANDATORY PREPAYMENTS OF BORROWINGS.

             (a) Voluntary Prepayments

                 (i)    The Borrower may, at its option, prepay Borrowings
        consisting of Base Rate Advances at any time in whole, or from time to
        time in part, in amounts aggregating $100,000 or any greater integral
        multiple of $100,000, by paying the principal amount to be prepaid
        together with interest accrued and unpaid thereon to the date of
        prepayment.  Those Borrowings consisting of Eurodollar Advances may be
        prepaid, at the Borrower's option, in whole, or from time to time in
        part, in amounts aggregating $1,000,000 or any greater integral
        multiple of $100,000, by paying the principal amount to be prepaid,
        together with interest accrued and unpaid thereon to the date of
        prepayment, and all compensation payments pursuant to Section 3.12 if
        such prepayment is made on a date other than the last day of an
        Interest Period applicable thereto.  Each such optional prepayment
        shall be applied in accordance with Section 3.06(a)(iii) below.

                 (ii)   The Borrower shall give written notice (or telephonic
        notice confirmed in writing) to the Administrative Agent of any
        intended prepayment of the Loans (i) prior to 12:00 noon (local time
        for the Administrative Agent), on the date of any prepayment of Base
        Rate Advances and (ii) not less than three Business Days prior to any
        prepayment of Eurodollar Advances. Such notice, once given, shall be
        irrevocable. Upon receipt of such notice of prepayment, the
        Administrative Agent shall promptly notify each Lender of the contents
        of such notice and of such Lender's share of such prepayment.

                 (iii)  The Borrower, when providing notice of prepayment
        pursuant to Section 3.06(a)(iii), may designate the Types of Advances
        and the specific Borrowing or Borrowings which are to be prepaid
        provided that each prepayment made pursuant to a single Borrowing shall
        be applied pro rata among the Advances comprising such Borrowing. In
        the absence of a designation by the Borrower, the Administrative Agent
        shall, subject to the foregoing, make such designation in its sole
        discretion. All voluntary prepayments shall be applied pursuant to
        Section 3.06(c)(i).

             (b) Mandatory Prepayments

                 (i)    Net Equity or Debt Proceeds. Concurrently with the
        receipt by any Consolidated Company of Net Equity or Debt Proceeds, the
        Borrower shall make a mandatory prepayment of the Loans in an amount
        equal to 100% of such Net Equity or Debt Proceeds, to be applied as set
        forth in Sections 3.14 and 3.06(c).

                 (ii)   Permitted Asset Sales. Concurrently with the receipt by
        any Consolidated Company of the Net Disposition Proceeds of any
        Permitted Asset Sale, the Borrower shall make a mandatory prepayment of
        the Loans in an amount equal to 100% of such Net Disposition Proceeds,
        to be applied as set forth in Sections 3.14 and 3.06(c).

                 (iii)  Securitizations. Concurrently with the receipt by any
        Consolidated Company of the proceeds of any Permitted Receivables
        Purchase Facility, the Borrower




                                        26                  Term Loan Agreement
<PAGE>   33

        shall make a mandatory prepayment of the Loans in an amount equal to
        85% of such proceeds, to be applied as set forth in Sections 3.14 and
        3.06(c).

                 (iv)   Insurance.  Upon the earlier of (i) the occurrence and
        continuation of an Event of Default, or (ii) one year after the receipt
        by any Consolidated Company of the net proceeds from any insurance
        policy or coverage covering any real property portion and related
        personal property of the Collateral, the Borrower shall make a
        mandatory prepayment of such Loans in an amount equal to 100% of such
        net proceeds that have not been used to restore the damaged property
        to its pre-existing form or replace such property with one of
        substantially equivalent functionality and value.  Notwithstanding the
        preceding sentence, the Borrower shall make a mandatory prepayment in
        an amount equal to 100% of any additional insurance proceeds received
        after the First Restatement Date in excess of $7,500,000 with respect
        to the fire and explosion occurring on March 5, 2000 at the New River
        Foundry in Lynchburg, Virginia ("New River") even though New River has
        already been rebuilt.

             (c) Application. Amounts prepaid pursuant to Sections 3.06(a) and
(b) shall be applied as follows:

                 (i)    Subject to Section 3.06(a)(iii) and to subclause (ii)
        below, each prepayment or repayment of the principal of the Loans shall
        be applied, to the extent of such prepayment or repayment, first, to
        the principal amount thereof being maintained as Base Rate Advances,
        and second, subject to the terms of Section 3.12, to the principal
        amount thereof being maintained as Eurodollar Advances.

                 (ii)   Each prepayment of the Loans shall be applied pro rata
        as a prepayment of the outstanding principal amount of all such Loans
        being repaid pro rata in accordance with the amount of each such
        remaining regularly scheduled Loan amortization payment on each
        Scheduled Repayment Date as set forth in Section 2.02(b).

             SECTION 3.07. PAYMENTS, ETC.

             (a) Except as otherwise specifically provided herein, all payments
under this Agreement and the other Credit Documents shall be made without
defense, set-off or counterclaim to the Administrative Agent not later than 1:00
PM (local time for the Administrative Agent) on the date when due and shall be
made in Dollars in immediately available funds at its Payment Office.

             (b) (i) All such payments shall be made free and clear of and
without set-off, deduction or withholding for any Taxes in respect of this
Agreement, the Notes or other Credit Documents, or any payments of principal,
interest, fees or other amounts payable hereunder or thereunder (but excluding,
except as provided in paragraph (iii) hereof, any Taxes imposed on the overall
net income of any Lender pursuant to the laws of the jurisdiction in which the
principal executive office or appropriate Lending Office of such Lender is
located). If any Taxes are so levied or imposed, the Borrower agrees (A) to pay
the full amount of such Taxes, and such additional amounts as may be necessary
so that every net payment of all amounts due hereunder and under the Notes and
other Credit Documents, after withholding or deduction for or on




                                        27                  Term Loan Agreement
<PAGE>   34

account of any such Taxes (including additional sums payable under this Section
3.07), will not be less than the full amount provided for herein had no such
deduction or withholding been required, (B) to make such withholding or
deduction and (C) to pay the full amount deducted to the relevant authority in
accordance with applicable law. The Borrower will furnish to the Administrative
Agent and each Lender, within 30 days after the date the payment of any Taxes is
due pursuant to applicable law, certified copies of tax receipts evidencing such
payment by the Borrower. The Borrower will indemnify and hold harmless the
Administrative Agent and each Lender and reimburse the Administrative Agent and
each Lender upon written request for the amount of any Taxes so levied or
imposed and paid by the Administrative Agent or Lender and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto, whether or not such Taxes were correctly or illegally asserted. A
certificate as to the amount of such payment by such Lender or the
Administrative Agent, absent manifest error, shall be final, conclusive and
binding for all purposes.

                 (ii)   Each Lender that is organized under the laws of any
        jurisdiction other than the United States of America or any State
        thereof (including the District of Columbia) agrees to furnish to the
        Borrower and the Administrative Agent, prior to the time it becomes a
        Lender hereunder, two copies of either U.S. Internal Revenue Service
        Form W-8BEN or U.S. Internal Revenue Service Form W-8ECI or any
        successor forms thereto (wherein such Lender claims entitlement to
        complete exemption from or reduced rate of U.S. Federal withholding tax
        on interest paid by the Borrower hereunder) and to provide to the
        Borrower and the Administrative Agent a new Form W-8BEN or Form W-8ECI
        or any successor forms thereto if any previously delivered form is
        found to be incomplete or incorrect in any material respect or upon the
        obsolescence of any previously delivered form; provided, however, that
        no Lender shall be required to furnish a form under this paragraph (ii)
        if it is not entitled to claim an exemption from or a reduced rate of
        withholding under applicable law. A Lender that is not entitled to
        claim an exemption from or a reduced rate of withholding under
        applicable law, promptly upon written request of the Borrower, shall so
        inform the Borrower in writing.

                 (ii)   The Borrower shall also reimburse the Administrative
        Agent and each Lender, upon written request, for any Taxes imposed
        (including, without limitation, Taxes imposed on the overall net income
        of the Administrative Agent or Lender or its applicable Lending Office
        pursuant to the laws of the jurisdiction in which the principal
        executive office or the applicable Lending Office of the Administrative
        Agent or Lender is located) as the Administrative Agent or Lender shall
        etermine are payable by the Administrative Agent or Lender in respect
        of amounts paid by or on behalf of the Borrower to or on behalf of the
        Administrative Agent or Lender pursuant to paragraph (i) hereof.

             (c) Subject to Section 3.04(b)(ii), whenever any payment to be made
hereunder or under any Note shall be stated to be due on a day which is not a
Business Day, the due date thereof shall be extended to the next succeeding
Business Day and, with respect to payments of principal, interest thereon shall
be payable at the applicable rate during such extension.




                                        28                  Term Loan Agreement
<PAGE>   35

             (d) All computations of interest and fees shall be made on the
basis of a year of 360 days for the actual number of days (including the first
day but excluding the last day) occurring in the period for which such interest
or fees are payable (to the extent computed on the basis of days elapsed),
except that interest on Base Rate Advances shall be computed on the basis of a
year of 365/366 days for the actual number of days. Interest on Base Rate
Advances shall be calculated based on the Base Rate from and including the date
of such Loan to but excluding the date of the repayment or conversion thereof.
Interest on Eurodollar Advances shall be calculated as to each Interest Period
from and including the first day thereof to but excluding the last day thereof.
Each determination by the Administrative Agent of an interest rate or fee
hereunder shall be made in good faith and, except for manifest error, shall be
final, conclusive and binding for all purposes.

             (e) Payment by the Borrower to the Administrative Agent in
accordance with the terms of this Agreement shall, as to the Borrower,
constitute payment to the Lenders under this Agreement.

             SECTION 3.08. INTEREST RATE NOT ASCERTAINABLE, ETC. In the event
that the Administrative Agent shall have determined (which determination shall
be made in good faith and, absent manifest error, shall be final, conclusive and
binding upon all parties) that on any date for determining the Adjusted LIBO
Rate for any Interest Period, by reason of any changes arising after the date of
this Agreement affecting the London interbank market, or the Administrative
Agent's position in such market, adequate and fair means do not exist for
ascertaining the applicable interest rate on the basis provided for in the
definition of Adjusted LIBO Rate then, and in any such event, the Administrative
Agent shall forthwith give notice (by telephone confirmed in writing) to the
Borrower and to the Lenders, of such determination and a summary of the basis
for such determination. Until the Administrative Agent notifies the Borrower
that the circumstances giving rise to the suspension described herein no longer
exist, the obligations of the Lenders to make or permit portions of the Loans to
remain outstanding past the last day of the then current Interest Periods as
Eurodollar Advances shall be suspended, and such affected Advances shall bear
interest at the Base Rate plus the Base Rate Margin (or at such other rate of
interest per annum as the Borrower and each of the Administrative Agent and the
Lenders shall have agreed to in writing).

             SECTION 3.09. ILLEGALITY.

             (a) In the event that any Lender shall have determined (which
determination shall be made in good faith and, absent manifest error, shall be
final, conclusive and binding upon all parties) at any time that the making or
continuance of any Eurodollar Advance has become unlawful by compliance by such
Lender in good faith with any applicable law, governmental rule, regulation,
guideline or order (whether or not having the force of law and whether or not
failure to comply therewith would be unlawful), then, in any such event, the
Lender shall give prompt notice (by telephone confirmed in writing) to the
Borrower and to the Administrative Agent of such determination and a summary of
the basis for such determination (which notice the Administrative Agent shall
promptly transmit to the other Lenders).

             (b) Upon the giving of the notice to the Borrower referred to in
subsection (a) above, (i) the Borrower's right to request and such Lender's
obligation to make Eurodollar





                                        29                  Term Loan Agreement
<PAGE>   36

Advances shall be immediately suspended, and such Lender shall make an Advance
as part of the requested Borrowing of Eurodollar Advances, bearing interest at
the Base Rate plus the applicable Base Rate Margin (or at such other rate of
interest per annum as the Borrower and each of the Administrative Agent and such
Lender shall have agreed to in writing), which Base Rate Advance shall, for all
other purposes, be considered part of such Borrowing, and (ii) if the affected
Eurodollar Advance or Advances are then outstanding, each such Advance shall be
automatically converted into a Base Rate Advance, provided that if more than one
Lender is affected at any time, then all affected Lenders must be treated the
same pursuant to this Section 3.09(b).

             SECTION 3.10. INCREASED COSTS.

             (a)    (i) If, by reason of (x) after the date hereof, the
introduction of or any change (including, without limitation, any change by way
of imposition or increase of reserve requirements) in or in the interpretation
of any law or regulation, or (y) the compliance with any guideline or request
from any central bank or other governmental authority or quasi-governmental
authority exercising control over banks or financial institutions generally
(whether or not having the force of law):

                    (1) any Lender (or its applicable Lending Office) shall be
        subject to any tax, duty or other charge with respect to its Eurodollar
        Advances or its obligation to make Eurodollar Advances, or the basis of
        taxation of payments to any Lender of the principal of or interest on
        its Eurodollar Advances or its obligation to make Eurodollar Advances
        shall have changed (except for changes in the tax on the overall net
        income of such Lender or its applicable Lending Office imposed by the
        jurisdiction in which such Lender's principal executive office or
        applicable Lending Office is located); or

                    (2) any reserve (including, without limitation, any imposed
        by the Board of Governors of the Federal Reserve System), special
        deposit or similar requirement against assets of, deposits with or for
        the account of, or credit extended by, any Lender's applicable Lending
        Office shall be imposed or deemed applicable or any other condition
        affecting its Eurodollar Advances or its obligation to make Eurodollar
        Advances shall be imposed on any Lender or its applicable Lending
        Office or the London interbank market;

and as a result thereof there shall be any increase in the cost to such Lender
of agreeing to make or making, funding or maintaining Eurodollar Advances
(except to the extent already included in the determination of the applicable
Adjusted LIBO Rate), or there shall be a reduction in the amount received or
receivable by such Lender or its applicable Lending Office, or

                    (ii)    in the event that any Lender shall have determined
        that any law, treaty, governmental (or quasi-governmental) rule,
        regulation, guideline or order regarding capital adequacy not currently
        in effect or fully applicable as of the First Restatement Date, or any
        change therein or in the interpretation or application thereof after
        the First Restatement Date, or compliance by such Lender with any
        request or directive regarding capital adequacy not currently in
        effect or fully applicable as of the First Restatement Date (whether
        or not having the force of law and whether or not failure to comply
        therewith would be unlawful) from a central bank or governmental
        authority or






                                        30                  Term Loan Agreement
<PAGE>   37

        body having jurisdiction, does or shall have the effect of reducing the
        rate of return on such Lender's capital as a consequence of its
        obligations hereunder to a level below that which such Lender could
        have achieved but for such law, treaty, rule, regulation, guideline or
        order, or such change or compliance (taking into consideration such
        Lender's policies with respect to capital adequacy) by an amount
        deemed by such Lender to be material,

then, in the case of (i) or (ii) above, upon written notice from and demand by
such Lender on the Borrower (with a copy of such notice and demand to the
Administrative Agent), the Borrower shall from time to time (subject, in the
case of certain Taxes, to the applicable provisions of Section 3.07(b)) pay to
the Administrative Agent for the account of such Lender within five Business
Days after the date of such notice and demand, additional amounts sufficient to
indemnify such Lender against such increased cost or reduced yield. A
certificate as to the amount of such increased cost or reduced yield submitted
to the Borrower and the Administrative Agent by such Lender in good faith and
accompanied by a statement prepared by such Lender describing in reasonable
detail the basis for and calculation of such increased cost, shall, except for
manifest error, be final, conclusive and binding for all purposes.

             (b) If any Lender shall advise the Administrative Agent that at any
time, because of the circumstances described in clauses (x) or (y) in Section
3.10(a) or any other circumstances beyond such Lender's reasonable control
arising after the date of this Agreement affecting such Lender or the London
interbank market or such Lender's position in such markets, the Adjusted LIBO
Rate as determined by the Administrative Agent, will not adequately and fairly
reflect the cost to such Lender of funding its Eurodollar Advances, then, and in
any such event:

                 (i)     the Administrative Agent shall forthwith give notice
        (by telephone confirmed in writing) to the Borrower and to the other
        Lenders of such advice;

                 (ii)    the Borrower's right to request and such Lender's
        obligation to make or permit portions of the Loans to remain
        outstanding past the last day of the then current Interest Periods as
        Eurodollar Advances shall be immediately suspended; and

                 (iii)   such Lender shall make an Advance as part of the
        requested Borrowing of Eurodollar Advances, as the case may be, bearing
        interest at the Base Rate plus the applicable Base Rate Margin (or at
        such other rate of interest per annum as the Borrower and each of the
        Administrative Agent and such Lender shall have agreed to in writing),
        which Base Rate Advance shall, for all other purposes, be considered
        part of such Borrowing.

             SECTION 3.11. LENDING OFFICES.

             (a) Each Lender agrees that, if requested by the Borrower, it will
use reasonable efforts (subject to overall policy considerations of such Lender)
to designate an alternate Lending Office with respect to any of its Eurodollar
Advances affected by the matters or circumstances described in Sections 3.07(b),
3.08, 3.09 or 3.10 to reduce the liability of the Borrower or avoid the results
provided thereunder, so long as such designation is not






                                        31                  Term Loan Agreement
<PAGE>   38

disadvantageous to such Lender as determined by such Lender, which determination
if made in good faith, shall be conclusive and binding on all parties hereto.
Nothing in this Section 3.11 shall affect or postpone any of the obligations of
the Borrower or any right of any Lender provided hereunder.

             (b) If any Lender that is organized under the laws of any
jurisdiction other than the United States of America or any State thereof
(including the District of Columbia) issues a public announcement with respect
to the closing of its lending offices in the United States such that any
withholdings or deductions and additional payments with respect to Taxes may be
required to be made by the Borrower thereafter pursuant to Section 3.07(b), such
Lender shall use reasonable efforts to furnish the Borrower notice thereof as
soon as practicable thereafter; provided, however, that no delay or failure to
furnish such notice shall in any event release or discharge the Borrower from
its obligations to such Lender pursuant to Section 3.07(b) or otherwise result
in any liability of such Lender.

             SECTION 3.12. FUNDING LOSSES. The Borrower shall compensate each
Lender, upon its written request to the Borrower (which request shall set forth
the basis for requesting such amounts in reasonable detail and which request
shall be made in good faith and, absent manifest error, shall be final,
conclusive and binding upon all of the parties hereto), for all losses, expenses
and liabilities (including, without limitation, any interest paid by such Lender
to lenders of funds borrowed by it to make or carry its Eurodollar Advances, in
either case to the extent not recovered by such Lender in connection with the
re-employment of such funds and including loss of anticipated profits), which
the Lender may sustain: (i) if for any reason (other than a default by such
Lender) a conversion to or continuation of, Eurodollar Advances to the Borrower
does not occur on the date specified therefor in a Notice of
Conversion/Continuation (whether or not withdrawn), (ii) if any repayment
(including mandatory prepayments and conversions pursuant to Section 3.09(b)) of
any Eurodollar Advances by the Borrower occurs on a date which is not the last
day of an Interest Period applicable thereto, or (iii) if, for any reason, the
Borrower defaults in its obligation to repay its Eurodollar Advances when
required by the terms of this Agreement.

             SECTION 3.13. ASSUMPTIONS CONCERNING FUNDING OF EURODOLLAR
ADVANCES. Calculation of all amounts payable to a Lender under this Article III
shall be made as though that Lender had actually funded its relevant Eurodollar
Advances through the purchase of deposits in the relevant market bearing
interest at the rate applicable to such Eurodollar Advances in an amount equal
to the amount of the Eurodollar Advances and having a maturity comparable to the
relevant Interest Period and through the transfer of such Eurodollar Advances
from an offshore office of that Lender to a domestic office of that Lender in
the United States of America; provided however, that each Lender may fund each
of its Eurodollar Advances in any manner it sees fit and the foregoing
assumption shall be used only for calculation of amounts payable under this
Article III.

             SECTION 3.14. APPORTIONMENT OF PAYMENTS. Aggregate principal and
interest payments in respect of Loans shall be apportioned among all outstanding
Commitments and Loans to which such payments relate, proportionately to the
Lenders' respective pro rata portions of such Commitments and outstanding Loans.
The Administrative Agent shall promptly distribute to each Lender at its Payment
Office set forth beside its name on Schedule 10.01 or





                                        32                  Term Loan Agreement
<PAGE>   39

such other address as any Lender may request its share of all such payments
received by the Administrative Agent.

             SECTION 3.15. SHARING OF PAYMENTS, ETC. If any Lender shall obtain
any payment or reduction (including, without limitation, any amounts received as
adequate protection of a deposit treated as cash collateral under the Bankruptcy
Code) of the Obligations (whether voluntary, involuntary, through the exercise
of any right of set-off, or otherwise) in excess of its pro rata portion of
payments or reductions on account of such obligations obtained by all the
Lenders, such Lender shall forthwith (i) notify each of the other Lenders and
Administrative Agent of such receipt, and (ii) purchase from the other Lenders
such participations in the affected obligations as shall be necessary to cause
such purchasing Lender to share the excess payment or reduction, net of costs
incurred in connection therewith, ratably with each of them, provided that if
all or any portion of such excess payment or reduction is thereafter recovered
from such purchasing Lender or additional costs are incurred, the purchase shall
be rescinded and the purchase price restored to the extent of such recovery or
such additional costs, but without interest unless the Lender obligated to
return such funds is required to pay interest on such funds. The Borrower agrees
that any Lender so purchasing a participation from another Lender pursuant to
this Section 3.15 may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off) with respect to such
participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation.

             SECTION 3.16. BENEFITS TO GUARANTORS. In consideration of the
execution and delivery by the Guarantors of the Guaranty Agreement, the Borrower
agreed, subject to the terms of the Existing Term Loan Agreements, and further
agrees, to make extensions of credit thereunder available to the Guarantors. The
Guarantors are further benefitting under this Agreement because the maturity
dates under the Existing Term Loan Agreements are being extended by this
Agreement to the Maturity Date.

             SECTION 3.17. LIMITATION ON CERTAIN PAYMENT OBLIGATIONS.

             (a) Each Lender or Administrative Agent shall make written demand
on the Borrower for indemnification or compensation pursuant to Section 3.07 no
later than 90 days after the earlier of (i) the date on which such Lender or
Administrative Agent makes payment of such Taxes, and (ii) the date on which the
relevant taxing authority or other governmental authority makes written demand
upon such Lender or Administrative Agent for payment of such Taxes.

             (b) Each Lender or Administrative Agent shall make written demand
on the Borrower for indemnification or compensation pursuant to Section 3.12 no
later than 90 days after the event giving rise to the claim for indemnification
or compensation occurs.

             (c) Each Lender or Administrative Agent shall make written demand
on the Borrower for indemnification or compensation pursuant to Section 3.10 no
later than 90 days after such Lender or Administrative Agent receives actual
notice or obtains actual knowledge of the promulgation of a law, rule, order or
interpretation or occurrence of another event giving rise to a claim pursuant to
such sections.





                                        33                  Term Loan Agreement
<PAGE>   40

             (d) In the event that the Lenders or Administrative Agent fail to
give the Borrower notice within the time limitations prescribed in (a) or (b)
above, the Borrower shall not have any obligation to pay such claim for
compensation or indemnification. In the event that any Lender or Administrative
Agent fails to give the Borrower notice within the time limitation prescribed in
(c) above, the Borrower shall not have any obligation to pay any amount with
respect to claims accruing prior to the ninetieth day preceding such written
demand.

                                  ARTICLE IV.

                    CONDITIONS TO FIRST RESTATEMENT DATE

        The amendment and restatement of the Existing Term Loan Agreements
provided for herein is subject to the satisfaction of the following conditions:

             SECTION 4.01. CONDITIONS PRECEDENT TO FIRST RESTATEMENT DATE. On
the First Restatement Date, all obligations of the Borrower hereunder incurred
prior to such date (including, without limitation, the Borrower's obligations to
reimburse the reasonable fees and expenses of counsel to the Administrative
Agent and any fees and expenses payable to the Administrative Agent, the Lenders
(including Scotia Capital) and their Affiliates pursuant to the Fee Letter or as
otherwise previously agreed with the Borrower), shall have been paid in full,
and the Administrative Agent shall have received each of the following (unless
waived in writing by the Lenders), in form and substance reasonably satisfactory
in all respects to the Administrative Agent:

             (a) the duly executed counterparts of this Agreement;

             (b) the duly executed Notes evidencing the Commitment of each
Lender, being the respective outstanding Loans outstanding under the Existing
Term Loan Agreements (after principal payments made on the First Restatement
Date);

             (c) the duly executed Guaranty Agreement, Security Agreements,
Patent Security Agreements, Copyright Security Agreements, and Trademark
Security Agreements, along with copies of filed UCC-1 financing statements,
stock certificates, stock powers endorsed in blank and other documents necessary
for the Collateral Agent to receive a first priority, perfected security
interest in the Collateral (other than such Collateral that consists of real
property or Capital Securities of Foreign 956 Subsidiaries);

             (d) certificate of the Borrower in substantially the form of
Exhibit F attached hereto and appropriately completed;

             (e) certificates of the Secretary or Assistant Secretary of each of
the Credit Parties (or, in the case of any Foreign Subsidiary, a comparable
company officer) attaching and certifying copies of the resolutions of the
boards of directors (or, in the case of any Foreign Subsidiary, the comparable
governing body of such entity) of the Credit Parties, authorizing as applicable
the execution, delivery and performance of the Credit Documents;

             (f) certificates of the Secretary or an Assistant Secretary of each
of the Credit Parties (or, in the case of any Foreign Subsidiary, a comparable
company officer) certifying (i)





                                        34                  Term Loan Agreement
<PAGE>   41

the name, title and true signature of each officer of such entities executing
the Credit Documents, and (ii) the bylaws or comparable governing documents of
such entities;

             (g) certified copies of the Organic Documents certified by the
Secretary of State or the Secretary or Assistant Secretary of such Credit Party,
together with certificates of good standing or existence, as may be available
from the Secretary of State (or comparable office or registry for each Foreign
Subsidiary) of the jurisdiction of incorporation or organization of such Credit
Party;

             (h) copies of all documents and instruments, including all
consents, authorizations and filings, required or advisable under any
Requirement of Law or by any material Contractual Obligation of the Credit
Parties, in connection with the execution, delivery, performance, validity and
enforceability of the Credit Documents and the other documents to be executed
and delivered hereunder, and such consents, authorizations, filings and orders
shall be in full force and effect and all applicable waiting periods shall have
expired without any requests for additional information;

             (i) an internally prepared draft of the Borrower's consolidated
financial statements for the fiscal period ending March 31, 2001, certified by
the chief financial officer of the Borrower;

             (j) copies of all existing Phase 1 and Phase 2 environmental
reports, and such other environmental materials as the Administrative Agent or
its counsel shall have reasonably requested with respect to any of the real
property portion of the Collateral;

             (k) certificates, reports and other information as the
Administrative Agent may reasonably request from any Consolidated Company in
order to satisfy the Lenders as to the absence of any material liabilities or
obligations arising from matters relating to employees of the Consolidated
Companies, including employee relations, collective bargaining agreements,
Plans, Foreign Plans, and other compensation and employee benefit plans;

             (l) certificates, reports, environmental audits and investigations,
and other information as the Administrative Agent may reasonably request from
any Consolidated Company in order to satisfy the Lenders as to the absence of
any material liabilities or obligations arising from environmental and employee
health and safety exposures to which the Consolidated Companies may be subject,
and the plans of the Consolidated Companies with respect thereto;

             (m) certificates, reports and other information as the
Administrative Agent may reasonably request from any Consolidated Company in
order to satisfy the Lenders as to the absence of any material liabilities or
obligations arising from litigation (including without limitation, products
liability and patent infringement claims) pending or threatened against the
Consolidated Companies;

             (n) (i) a favorable opinion of Honigman Miller Schwartz and Cohn
LLP, counsel to the Credit Parties, substantially in the form Exhibit G-1
addressed to the Administrative Agent and each of the Lenders, (ii) favorable
opinions of Foley & Lardner LLP, counsel to the Credit Parties, substantially in
the form of Exhibit G-2, addressed to the





                                        35                  Term Loan Agreement
<PAGE>   42

Administrative Agent and each of the Lenders, (iii) favorable opinions of
Kilpatrick Stockton LLP, special Georgia counsel to the Credit Parties,
substantially in the form of Exhibit G-3, addressed to the Administrative Agent
and each of the Lenders and (iv) the favorable opinion of Mayer, Brown & Platt,
special New York counsel to the Administrative Agent, substantially in the form
of Exhibit G-4, addressed to the Administrative Agent and each of the Lenders.

             (o) all corporate proceedings and all other legal matters in
connection with the authorization, legality, validity and enforceability of the
Credit Documents shall be reasonably satisfactory in form and substance to the
Required Lenders;

             (p) evidence that the Borrower shall have complied in all respects
with Section 4.01 of the Revolving Credit Agreement and that the Fourth
Amendment Date (as defined therein) should have concurrently occurred;

             (q) evidence that any outstanding indebtedness under the Existing
Term Loan Agreements in excess of the Commitments have been repaid;

             (r) an initial Compliance Certificate, as of June 30, 2001, dated
the First Restatement Date, duly executed (and with all schedules thereto duly
completed) and delivered by the chief financial or accounting officer of the
Borrower;

             (s) insurance certificates, from one or more insurance companies
satisfactory to the Administrative Agent, evidencing coverage required to be
maintained pursuant to each Credit Document and showing the Collateral Agent as
loss payee and additional insured;

             (t) there shall exist no Default or Event of Default;

             (u) all representations and warranties by the Credit Parties
contained in the Credit Documents shall be true and correct in all material
respects with the same effect as though such representations and warranties had
been made on and as of the First Restatement Date;

             (v) since the date of the most recent financial statements of the
Consolidated Companies described in Section 5.14, there shall have been no
material change (whether or not any notice with respect to such change has been
furnished to the Lenders pursuant to Section 6.07);

             (w) there shall be no material action or proceeding instituted or
pending before any court or other governmental authority or, to the knowledge of
the Borrower, threatened seeking to prohibit or restrict one or more Credit
Party's ownership or operation of any portion of its business or assets, or to
compel one or more Credit Party to dispose of or hold separate all or any
portion of its businesses or assets, where such portion or portions of such
business(es) or assets, as the case may be, constitute a material portion of the
total businesses or assets of the Consolidated Companies; and

             (x) the Loans to remain outstanding and the use of proceeds thereof
shall not contravene, violate or conflict with, or involve the Administrative
Agent or any Lender in a violation of, any law, rule, injunction, or regulation,
or determination of any court of law or other governmental authority applicable
to the Borrower;





                                        36                  Term Loan Agreement
<PAGE>   43

             (y) the Lenders shall have received an acknowledgment from the
Borrower that it has no lender liability (or similar) claims, setoffs or
defenses against any of the Lenders as a result of any actions or omissions by
the Lenders prior to the First Restatement Date;

             (z) there shall be at least $50,000,000 in unutilized Commitments
(as defined in the Revolving Credit Agreement) before and after giving effect to
the transactions contemplated hereby; and

             (aa) the Borrower shall have paid all attorney fees of the
Administrative Agent to the extent invoiced on or prior to the First Restatement
Date.

                                   ARTICLE V.

                         REPRESENTATIONS AND WARRANTIES

             The Borrower (as to itself and all other Consolidated Companies)
represents and warrants as follows:

             SECTION 5.01. CORPORATE EXISTENCE; COMPLIANCE WITH LAW. Except as
set forth on Schedule 5.01(a), each of the Consolidated Companies (other than
the German Subsidiaries set forth in the next sentence) is a corporation duly
organized, validly existing, and in good standing under the laws of the
jurisdiction of its incorporation. Each of Intermet Neunkirchen Foundry GmbH,
Intermet Services GmbH and Intermet Europe GmbH is a German company with limited
liability duly organized, validly existing and in good standing under the laws
of Germany. Each of the Consolidated Companies (i) has the corporate power and
authority and the legal right to own and operate its property and to conduct its
business, (ii) is duly qualified as a foreign corporation and in good standing
under the laws of each jurisdiction where its ownership of property or the
conduct of its business requires such qualification, and (iii) is in compliance
with all material Requirements of Law. The jurisdiction of incorporation or
organization, and the ownership of all issued and outstanding Capital Securities
and other equity interests, for each Subsidiary as of the date of this Agreement
is accurately described on Schedule 5.01.

             SECTION 5.02. CORPORATE POWER; AUTHORIZATION. Each of the Credit
Parties has the corporate power and authority to make, deliver and perform the
Credit Documents to which it is a party and has taken all necessary corporate
action to authorize the execution, delivery and performance of such Credit
Documents. Except as set forth on Schedule 5.02, no consent or authorization of,
or filing with, any Person (including, without limitation, any governmental
authority), is required in connection with the execution, delivery or
performance by any Credit Party, or the validity or enforceability against any
Credit Party, of the Credit Documents, other than such consents, authorizations
or filings which have been made or obtained (other than routine filings with the
Securities and Exchange Commission).

             SECTION 5.03. ENFORCEABLE OBLIGATIONS. This Agreement has been duly
executed and delivered, and each other Credit Document will be duly executed and
delivered, by the respective Credit Parties, and this Agreement constitutes, and
each other Credit Document when executed and delivered will constitute, legal,
valid and binding obligations of the Credit Parties,







                                        37                  Term Loan Agreement
<PAGE>   44

respectively, enforceable against the Credit Parties in accordance with their
respective terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity.

             SECTION 5.04. NO LEGAL BAR. The execution, delivery and performance
by the Credit Parties of the Credit Documents will not violate any Requirement
of Law or cause a breach or default under any of their respective Contractual
Obligations.

             SECTION 5.05. NO MATERIAL LITIGATION OR INVESTIGATIONS. Except as
set forth on Schedule 5.05 or in any notice furnished to the Lenders pursuant to
Section 6.07(g) at or prior to the respective times the representations and
warranties set forth in this Section 5.05 are made or deemed to be made
hereunder, no litigation, investigations or proceedings of or before any courts,
tribunals, arbitrators or governmental authorities are pending or, to the
knowledge of the Borrower, threatened by or against any of the Consolidated
Companies, or against any of their respective properties or revenues, existing
or future (a) with respect to any Credit Document, or any of the transactions
contemplated hereby or thereby, or (b) which, if adversely determined, would
reasonably be expected to have a Materially Adverse Effect.

             SECTION 5.06. INVESTMENT COMPANY ACT, ETC. None of the Consolidated
Companies is an "investment company" or a company "controlled" by an "investment
company" (as each of the quoted terms is defined or used in the Investment
Company Act of 1940, as amended). None of the Consolidated Companies is subject
to regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, or any foreign, federal or local statute or regulation limiting its
ability to incur indebtedness for money borrowed, guarantee such indebtedness,
or pledge its assets to secure such indebtedness, as contemplated hereby or by
any other Credit Document.

             SECTION 5.07. MARGIN REGULATIONS. No part of the proceeds of any of
the Loans have been or will be used for any purpose which violates, or which
would be inconsistent or not in compliance with, the provisions of the
applicable Margin Regulations.

             SECTION 5.08. COMPLIANCE WITH ENVIRONMENTAL LAWS.

             (a) Except as set forth on Schedule 5.08 attached hereto, the
Consolidated Companies have received no notices of material claims or potential
liability under, and are in compliance with, all applicable Environmental Laws.

             (b) Except as set forth on Schedule 5.08 attached hereto, none of
the Consolidated Companies has received any notice of material violation, or
notice of any action, either judicial or administrative, from any governmental
authority (whether United States or foreign) relating to the actual or alleged
material violation of any Environmental Law, including, without limitation, any
notice of any actual or alleged spill, leak, or other release of any Hazardous
Substance, waste or hazardous waste by any Consolidated Company or its employees
or agents, or as to the existence of any contamination on any properties owned
by any Consolidated Company.






                                        38                  Term Loan Agreement
<PAGE>   45

             (c) Except as set forth on Schedule 5.08 attached hereto, the
Consolidated Companies have obtained all necessary governmental permits,
licenses and approvals which are material to the operations conducted on their
respective properties, including without limitation, all required material
permits, licenses and approvals for (i) the emission of air pollutants or
contaminants, (ii) the treatment or pretreatment and discharge of waste water or
storm water, (iii) the treatment, storage, disposal or generation of hazardous
wastes, (iv) the withdrawal and usage of ground water or surface water, and (v)
the disposal of solid wastes.

             (d) The Borrower has provided to the Administrative Agent, copies
of all existing Phase 1 and Phase 2 environmental reports, and such other
environmental materials as the Administrative Agent or its counsel shall have
reasonably requested, with respect to any of the real property portion of the
Collateral;

             SECTION 5.09. INSURANCE. The Consolidated Companies currently
maintain insurance with respect to their respective properties and businesses,
with financially sound and reputable insurers, having coverages against losses
or damages of the kinds customarily insured against by reputable companies in
the same or similar businesses, such insurance being in amounts no less than
those amounts which are customary for such companies under similar
circumstances. The Consolidated Companies have paid all material amounts of
insurance premiums now due and owing with respect to such insurance policies and
coverages, and such policies and coverages are in full force and effect.

             SECTION 5.10. NO DEFAULT. None of the Consolidated Companies is in
default under or with respect to any material Contractual Obligation.

             SECTION 5.11. NO BURDENSOME RESTRICTIONS. Except as set forth on
Schedule 5.11 or in any notice furnished to the Lenders pursuant to Section 6.07
at or prior to the respective times the representations and warranties set forth
in this Section 5.11 are made or deemed to be made hereunder, none of the
Consolidated Companies is a party to or bound by any Contractual Obligation or
Requirement of Law which has had or would reasonably be expected to have a
Materially Adverse Effect.

             SECTION 5.12. TAXES. Except as set forth on Schedule 5.12, each of
the Consolidated Companies has filed or caused to be filed all declarations,
reports and tax returns which are required to have been filed, and has paid all
taxes, custom duties, levies, charges and similar contributions ("taxes" in this
Section 5.12) shown to be due and payable on said returns or on any assessments
made against it or its properties, and all other taxes, fees or other charges
imposed on it or any of its properties by any governmental authority (other than
those the amount or validity of which is currently being contested in good faith
by appropriate proceedings and with respect to which reserves in conformity with
GAAP have been provided in its books); and no tax liens have been filed and, to
the knowledge of the Borrower, no claims are being asserted with respect to any
such taxes, fees or other charges.

             SECTION 5.13. SUBSIDIARIES. Except as disclosed on Schedule 5.01 or
in any notice given to the Lenders pursuant to Section 6.07 at or prior to the
respective times this representation and warranty is made or deemed to be made
hereunder, the Borrower has no






                                        39                  Term Loan Agreement
<PAGE>   46

Subsidiaries and neither the Borrower nor any Subsidiary is a joint venture
partner, partner in any partnership or member of a limited liability company.

             SECTION 5.14. FINANCIAL STATEMENTS.

             (a) The Borrower has furnished to the Administrative Agent and the
Lenders (i) the audited consolidated balance sheet as of December 31, 2000 of
the Borrower and the related consolidated statements of income, shareholders'
equity and cash flows for the Fiscal Year then ended, including in each case the
related schedules and notes, (ii) the unaudited balance sheet of the Borrower
presented on a consolidated basis as at the end of the first Fiscal Quarter of
2001, and the related unaudited consolidated statements of income, shareholders'
equity and cash flows presented on a consolidated basis for the year-to-date
period then ended, setting forth in each case in comparative form the figures
for the corresponding Fiscal Quarter of the Borrower's previous Fiscal Year. The
foregoing financial statements fairly present in all material respects the
consolidated financial condition of the Borrower as at the dates thereof and
results of operations for such periods in conformity with GAAP consistently
applied (subject, in the case of quarterly financial statements, to normal
year-end audit adjustments and the absence of certain footnotes).

             (b) The 5-year projections for the Consolidated Companies, which
were provided to the Administrative Agent and the Lenders prior to the date
hereof, were prepared by the Borrower in good faith and based upon historical
financial information and assumptions that the Borrower deems reasonable and
appropriate.

             (c) The Consolidated Companies taken as a whole do not have any
material Contingent Liabilities, or material liabilities for known taxes,
long-term leases or unusual forward or long-term commitments not reflected in
the financial statements mentioned in this Section 5.14 or the notes thereto.
Since December 31, 2000, there have been no material changes with respect to the
Consolidated Companies.

             SECTION 5.15. ERISA. Except as disclosed on Schedule 5.15 or in any
notice furnished to the Lenders pursuant to Section 6.07 at or prior to the
respective times the representations and warranties set forth in this Section
5.15 are made or deemed to be made hereunder:

             (a) Identification of Plans. (i) None of the Consolidated Companies
nor any of their respective ERISA Affiliates maintains or contributes to, or has
during the past two years maintained or contributed to, any Plan that is subject
to Title IV of ERISA, and (ii) none of the Consolidated Companies maintains or
contributes to any Foreign Plan.

             (b) Compliance. Each Plan and each Foreign Plan maintained by the
Consolidated Companies have at all times been maintained, by their terms and in
operation, in compliance with all applicable laws, and the Consolidated
Companies are subject to no material tax or penalty with respect to any Plan of
such Consolidated Company or any ERISA Affiliate thereof, including without
limitation, any tax or penalty under Title I or Title IV of ERISA or under
Chapter 43 of the Code, or any tax or penalty resulting from a loss of deduction
under Sections 404, or 419 of the Code.






                                        40                  Term Loan Agreement
<PAGE>   47

             (c) Liabilities. The Consolidated Companies are subject to no
material liabilities (including withdrawal liabilities) with respect to any
Plans or Foreign Plans of such Consolidated Companies or any of their ERISA
Affiliates, including without limitation, any liabilities arising from Titles I
or IV of ERISA, other than obligations to fund benefits under an ongoing Plan
and to pay current contributions, expenses and premiums with respect to such
Plans or Foreign Plans.

             (d) Funding.

                 (i)    The Consolidated Companies and, with respect to any
        Plan which is subject to Title IV of ERISA, each of their respective
        ERISA Affiliates, have made full and timely payment of all material
        amounts (A) required to be contributed under the terms of each Plan and
        applicable law, and (B) required to be paid as expenses (including PBGC
        or other premiums) of each Plan. No Plan subject to Title IV of ERISA
        has a material "amount of unfunded benefit liabilities" (as defined in
        Section 4001(a)(18) of ERISA. The Consolidated Companies are subject to
        no material liabilities with respect to post-retirement medical
        benefits.

                 (ii)   With respect to any Foreign Plan, reasonable reserves
        have been established in accordance with prudent business practice or
        where required by generally accepted accounting practices in the
        jurisdiction where the Foreign Subsidiary maintains its principal place
        of business or in which the Foreign Plan is maintained. The aggregate
        unfunded liabilities, after giving effect to any reserves for such
        liabilities, with respect to such Foreign Plans, together with all
        other liabilities referred to in this Section 5.15 (taken as a whole),
        would not have a Materially Adverse Effect.

             SECTION 5.16. PATENTS, TRADEMARKS, LICENSES, ETC. Except as set
forth on Schedule 5.16 or in any notice furnished to the Lenders pursuant to
Section 6.07 at or prior to the respective times the representations and
warranties set forth in this Section 5.16 are made or deemed to be made
hereunder, (i) the Consolidated Companies have obtained and hold in full force
and effect all material patents, trademarks, service marks, trade names,
copyrights, licenses and other such rights, free from burdensome restrictions,
which are necessary for the operation of their respective businesses as
presently conducted, and (ii) to the best of the Borrower's knowledge, no
product, process, method, service or other item presently sold by or employed by
any Consolidated Company in connection with such business infringes any patents,
trademark, service mark, trade name, copyright, license or other right owned by
any other person and there is not presently pending, or to the knowledge of the
Borrower, threatened, any material claim or litigation against or affecting any
Consolidated Company contesting such Person's right to sell or use any such
product, process, method, substance or other item.

             SECTION 5.17. OWNERSHIP OF PROPERTY. Except as set forth on
Schedule 5.17, (i) each Consolidated Company that is not a Foreign Subsidiary
has good and marketable fee simple title to or a valid leasehold interest in all
of its real property and good title to, or a valid leasehold interest in, all of
its other property and (ii) each Foreign Subsidiary owns or has a valid
leasehold interest in all of its real property and owns or has a valid leasehold
interest in, all of its other properties, in the case of clauses (i) and (ii) as
such properties are reflected in the consolidated balance sheet of the
Consolidated Companies as of December 31, 2000 referred to in





                                        41                  Term Loan Agreement
<PAGE>   48

Section 5.14, other than properties disposed of in the ordinary course of
business since such date or as otherwise permitted by the terms of this
Agreement, subject to no Lien or title defect of any kind, except Liens
permitted hereby and title defects not constituting material impairments in the
intended use for such properties. The Consolidated Companies enjoy peaceful and
undisturbed possession under all of their respective leases.

             SECTION 5.18. FINANCIAL CONDITION. On the First Restatement Date
and after giving effect to the transactions contemplated by this Agreement and
the other Credit Documents, each of the Credit Parties is Solvent.

             SECTION 5.19. LABOR MATTERS. Since December 31, 2000, the
Consolidated Companies have experienced no material strikes, labor disputes,
slow downs or work stoppages due to labor disagreements, and, to the best
knowledge of the Borrower, there are no such material strikes, disputes, slow
downs or work stoppages threatened against any Consolidated Company. Since
December 31, 2000, the hours worked and payment made to employees of the
Consolidated Companies have not been in violation in any material respect of the
Fair Labor Standards Act (in the case of Consolidated Companies that are not
Foreign Subsidiaries) or any other applicable law dealing with such matters. All
material payments due from the Consolidated Companies, or for which any claim
may be made against the Consolidated Companies, on account of wages and employee
health and welfare insurance and other benefits have been paid or accrued as
liabilities on the books of the Consolidated Companies.

             SECTION 5.20. PAYMENT OR DIVIDEND RESTRICTIONS. Except as set forth
in Section 7.05 or described on Schedule 5.20 or as expressly permitted by the
terms of this Agreement, none of the Consolidated Companies is party to or
subject to any agreement or understanding restricting or limiting the payment of
any dividends or other distributions by any such Consolidated Company.

             SECTION 5.21. DISCLOSURE. None of the factual information
heretofore or contemporaneously furnished in writing to any Lender or Agent by
or on behalf of any Credit Party in connection with any Credit Document or any
transaction contemplated hereby contains any untrue statement of a material
fact, or omits to state any material fact necessary to make any information not
misleading, and no other factual information hereafter furnished in connection
with any Credit Document by or on behalf of any Credit Party to any Lender or
Agent will contain any untrue statement of a material fact or will omit to state
any material fact necessary to make any information not misleading on the date
as of which such information is dated or certified. Except as may be set forth
herein (including the Schedules attached hereto) or in any notice furnished to
the Lenders pursuant to Section 6.07 at or prior to the respective times the
representations and warranties set forth in this Section 5.21 are made or deemed
to be made hereunder, there is no fact known to the Borrower which is having, or
is reasonably expected to have, a Materially Adverse Effect.

             SECTION 5.22. SECURITY DOCUMENTS. The Security Documents are
effective to create in favor of the Collateral Agent, for the benefit of the
Secured Parties, legal, valid and enforceable first priority Lien on and
security interest in all right, title and interest of the Credit Parties in the
Collateral described therein.






                                        42                  Term Loan Agreement
<PAGE>   49

                                  ARTICLE VI.

                             AFFIRMATIVE COVENANTS

        So long as any Commitment remains in effect hereunder or any Note or
other Obligation shall remain unpaid, the Borrower will (unless waived in
writing by the Required Lenders):

             SECTION 6.01. CORPORATE EXISTENCE, ETC. Preserve and maintain, and
cause each of its Subsidiaries to preserve and maintain, its corporate existence
(except for mergers, divestitures and consolidations permitted pursuant to
Section 7.03), its material rights, franchises, and licenses, and its material
patents and copyrights (for the scheduled duration thereof), trademarks, trade
names, service marks and other intellectual property rights, necessary or
desirable in the normal conduct of its business, and its qualification to do
business as a foreign corporation in all jurisdictions where it conducts
business or other activities making such qualification necessary.

             SECTION 6.02. COMPLIANCE WITH LAWS, ETC. Comply, and cause each of
its Subsidiaries to comply with all material Requirements of Law (including,
without limitation, the Environmental Laws) and Contractual Obligations
applicable to or binding on any of them.

             SECTION 6.03. PAYMENT OF TAXES AND CLAIMS, ETC. Pay, and cause each
of its Subsidiaries to pay, (i) all taxes, duties, levies, assessments and
governmental charges imposed upon it or upon its property, and (ii) all claims
(including, without limitation, claims for labor, materials, supplies or
services) which might, if unpaid, become a Lien upon its property, unless, in
each case, the validity or amount thereof is being contested in good faith by
appropriate proceedings and adequate reserves are maintained in its books with
respect thereto in accordance with GAAP.

             SECTION 6.04. KEEPING OF BOOKS. Keep, and cause each of its
Subsidiaries to keep, proper books of record and account in accordance with
GAAP, containing complete and accurate entries of all their respective financial
and business transactions.

             SECTION 6.05. VISITATION, INSPECTION, ETC. Permit, and cause each
of its Subsidiaries to permit, any representative of the Administrative Agent or
any Lender to visit and inspect any of its property, to examine its books and
records and to make copies and take extracts therefrom, and to discuss its
affairs, finances and accounts with its officers, all at such reasonable times
and as often as the Administrative Agent or such Lender may reasonably request
after reasonable prior notice to the Borrower; provided, however, that at any
time following the occurrence and during the continuance of a Default or an
Event of Default, no prior notice to the Borrower shall be required.

             SECTION 6.06. INSURANCE; MAINTENANCE OF PROPERTIES.

             (a) Maintain or cause to be maintained with financially sound and
reputable insurers, insurance with respect to its properties and business, and
the properties and business of its Subsidiaries, against loss or damage of the
kinds customarily insured against by reputable companies in the same or similar
businesses, such insurance to be of such types and in such amounts as are
customary for such companies under similar circumstances; provided, however,






                                        43                  Term Loan Agreement
<PAGE>   50

that in any event the Borrower shall use its best efforts to maintain, or cause
to be maintained, insurance in amounts and with coverages not materially less
favorable to any Consolidated Company as in effect on the date of this
Agreement, except where the costs of maintaining such insurance would, in the
judgment of both the Borrower and the Administrative Agent, be excessive.

             (b) Cause, and cause each of the Consolidated Companies to cause,
all properties used or useful in the conduct of its business to be maintained
and kept in good condition, repair and working order and supplied with all
necessary equipment and will cause to be made all necessary repairs, renewals,
replacements, settlements and improvements thereof, all as in the judgment of
the Borrower may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section 6.06 shall prevent the Borrower from
discontinuing the operation or maintenance of any such properties if such
discontinuance is, in the judgment of the Borrower, desirable in the conduct of
its business or the business of any Consolidated Company.

             SECTION 6.07. REPORTING COVENANTS. Furnish to each Lender:

             (a) Annual Financial Statements. As soon as available and in any
event within 90 days after the end of each Fiscal Year of the Borrower, balance
sheets of the Consolidated Companies as at the end of such year, presented on a
consolidated basis, and the related statements of income, and cash flows of the
Consolidated Companies for such Fiscal Year, presented on a consolidated basis,
setting forth in each case in comparative form the figures for the previous
Fiscal Year, all in reasonable detail and accompanied by a report thereon of
Ernst & Young, LLP or other independent public accountants of comparable
recognized national standing, which such report shall be without any
Impermissible Qualification and shall state that such financial statements
present fairly in all material respects the financial condition as at the end of
such Fiscal Year on a consolidated basis, and the results of operations and
statements of cash flows of the Consolidated Companies for such Fiscal Year in
accordance with GAAP and that the examination by such accountants in connection
with such consolidated financial statements has been made in accordance with
generally accepted auditing standards;

             (b) Quarterly Financial Statements. As soon as available and in any
event within 60 days after the end of each Fiscal Quarter of the Borrower (other
than the fourth Fiscal Quarter), balance sheets of the Consolidated Companies as
at the end of such Fiscal Quarter presented on a consolidated basis and the
related statements of income, shareholders' equity, and cash flows of the
Consolidated Companies for such Fiscal Quarter and for the portion of the
Borrower's Fiscal Year ended at the end of such Fiscal Quarter, presented on a
consolidated basis setting forth in each case in comparative form the figures
for the corresponding Fiscal Quarter and the corresponding portion of the
Borrower's previous Fiscal Year, all in reasonable detail and certified by the
chief financial officer or principal accounting officer of the Borrower that
such financial statements fairly present in all material respects the financial
condition of the Consolidated Companies as at the end of such Fiscal Quarter on
a consolidated basis, and the results of operations and statements of cash flows
of the Consolidated Companies for such Fiscal Quarter and such portion of the
Borrower's Fiscal Year, in accordance with GAAP consistently applied (subject to
normal year-end audit adjustments and the absence of certain footnotes);





                                        44                  Term Loan Agreement
<PAGE>   51

             (c) No Default/Compliance Certificate. Together with the financial
statements required pursuant to subsection (b) above, and also within 60 days
after the end of each Fiscal Year of the Borrower, a certificate substantially
in the form of Exhibit I attached hereto of the president, chief executive
officer, chief financial officer or principal accounting officer of the Borrower
(i) to the effect that, based upon a review of the activities of the
Consolidated Companies and such financial statements during the period covered
thereby, there exists no Event of Default and no Default under this Agreement,
or if there exists an Event of Default or a Default hereunder, specifying the
nature thereof and the proposed response thereto, (ii) demonstrating in
reasonable detail compliance as at the end of such Fiscal Year or such Fiscal
Quarter with Section 6.08 and Sections 7.01 through 7.06;

             (d) Auditor's No Default Certificate. Together with the financial
statements required pursuant to subsection (a) above, a certificate of the
accountants who prepared the report referred to therein, to the effect that,
based upon their audit, there exists no Default or Event of Default under this
Agreement, or if there exists a Default or Event of Default hereunder,
specifying the nature thereof;

             (e) Insurance Certificate. Together with the financial statements
required pursuant to subsection (a) above, insurance certificates, from one or
more insurance companies satisfactory to the Administrative Agent, evidencing
coverage required to be maintained pursuant to each Credit Document and showing
the Collateral Agent as loss payee and additional insured.

             (f) Three Year Projections. Within 30 days after the end of each
Fiscal Year of the Borrower, 3-year projections for the Consolidated Companies
prepared in good faith and based upon historical financial information and
assumptions that the Borrower deems reasonable and appropriate, certified by the
chief financial officer or principal accounting officer of the Borrower;

             (g) Notice of Default. Promptly after any Executive Officer of the
Borrower has notice or knowledge of the occurrence of an Event of Default or a
Default, a certificate of the chief financial officer or principal accounting
officer of the Borrower specifying the nature thereof and the proposed response
thereto;

             (h) Litigation and Investigations. Promptly after (i) the
occurrence thereof, notice of the institution of or any material adverse
development in any material action, suit or proceeding or any governmental
investigation or any arbitration, before any court or arbitrator or any
governmental or administrative body, agency or official, against any
Consolidated Company, or any material property of any thereof, or (ii) actual
knowledge thereof, notice of the threat of any such action, suit, proceeding,
investigation or arbitration;

             (i) Environmental Notices. Promptly after receipt thereof, notice
of any actual or alleged violation, or notice of any action, claim or request
for information, either judicial or administrative, from any governmental
authority relating to any actual or alleged claim, notice of potential
responsibility under or violation of any Environmental Law, or any actual or
alleged spill, leak, disposal or other release of any waste, petroleum product,
or hazardous waste or Hazardous Substance by any Consolidated Company which
could result in






                                        45                  Term Loan Agreement
<PAGE>   52

penalties, fines, claims or other liabilities to any Consolidated Company in
amounts in excess of $2,000,000;

             (j) ERISA. (A)(i) Promptly after the occurrence thereof with
respect to any Plan of any Consolidated Company or any ERISA Affiliate thereof,
or any trust established thereunder, notice of (A) a "reportable event"
described in Section 4043 of ERISA and the regulations issued from time to time
thereunder (other than a "reportable event" not subject to the provisions for
30-day notice to the PBGC under such regulations), or (B) any other event which
could subject any Consolidated Company to any tax, penalty or liability under
Title I or Title IV of ERISA or Chapter 43 of the Code, or any tax or penalty
resulting from a loss of deduction under Sections 404 or 419 of the Code, or any
tax, penalty or liability under any Requirement of Law applicable to any Foreign
Plan, where any such taxes, penalties or liabilities exceed or could exceed
$2,000,000 in the aggregate;

                 (ii)   Promptly after such notice must be provided to the
        PBGC, or to a Plan participant, beneficiary or alternative payee, any
        notice required under Section 101(d), 302(f)(4), 303, 307,
        4041(b)(1)(A) or 4041(c)(1)(A) of ERISA or under Section 401(a)(29) or
        412 of the Code with respect to any Plan of any Consolidated Company
        or any ERISA Affiliate thereof;

                 (iii)  Promptly after receipt, any notice received by any
        Consolidated Company or any ERISA Affiliate thereof concerning the
        intent of the PBGC or any other governmental authority to terminate a
        Plan of such Company or ERISA Affiliate thereof which is subject to
        Title IV of ERISA, to impose any liability on such Company or ERISA
        Affiliate under Title IV of ERISA or Chapter 43 of the Code;

                 (iv)   Upon the request of the Administrative Agent, promptly
        upon the filing thereof with the Internal Revenue Service ("IRS") or
        the Department of Labor ("DOL"), a copy of IRS Form 5500 or annual
        report for each Plan of any Consolidated Company or ERISA Affiliate
        thereof which is subject to Title IV of ERISA;

                 (v)    Upon the request of the Administrative Agent, (A) true
        and complete copies of any and all documents, government reports and IRS
        determination or opinion letters or rulings for any Plan of any
        Consolidated Company from the IRS, PBGC or DOL, (B) any reports filed
        with the IRS, PBGC or DOL with respect to a Plan of the Consolidated
        Companies or any ERISA Affiliate thereof, or (C) a current statement of
        withdrawal liability for each Multiemployer Plan of any Consolidated
        Company or any ERISA Affiliate thereof;

                 (vi)   Promptly upon any Consolidated Company becoming aware
        thereof, notice that (i) any material contributions to any Foreign Plan
        have not been made by the required due date for such contribution and
        such default cannot immediately be remedied, (ii) any Foreign Plan is
        not funded to the extent required by the law of the jurisdiction whose
        law governs such Foreign Plan based on the actuarial assumptions
        reasonably used at any time, or (iii) a material change is anticipated
        to any Foreign Plan.





                                        46                  Term Loan Agreement
<PAGE>   53


                (k)     Liens. Promptly upon any Consolidated Company becoming
aware thereof, notice of the filing of any federal statutory Lien, tax or other
state or local government Lien or any other Lien affecting their respective
properties, other than those Liens expressly permitted by Section 7.02;

                (l)     Public Filings, Etc. Promptly upon the filing thereof or
otherwise becoming available, copies of all financial statements, annual,
quarterly and special reports, proxy statements and notices sent or made
available generally by the Borrower to its public security holders, of all
regular and periodic reports and all registration statements and prospectuses,
if any, filed by any of them with any securities exchange, and of all press
releases and other statements made available generally to the public containing
material developments in the business or financial condition of the Borrower and
the other Consolidated Companies;

                (m)     Burdensome Restrictions, Etc. Promptly upon the
existence or occurrence thereof, notice of the existence or occurrence of (i)
any Contractual Obligation or Requirement of Law described in Section 5.11, (ii)
failure of any Consolidated Company to hold in full force and effect those
material trademarks, service marks, patents, trade names, copyrights, licenses
and similar rights necessary in the normal conduct of its business, and (iii)
any strike, labor dispute, slow down or work stoppage as described in Section
5.19;

                (n)     New Subsidiaries. Within 30 days after the formation or
acquisition of any Subsidiary, or any other event resulting in the creation of a
new Subsidiary, or the domestication of any Foreign Subsidiary, notice of the
formation or acquisition of such Subsidiary or such occurrence, including a
description of the assets of such entity, the activities in which it will be
engaged, and such other information as the Administrative Agent may request; and

                (o)     Other Information. With reasonable promptness, any other
information about the Consolidated Companies as the Administrative Agent or any
Lender may reasonably request from time to time.

                SECTION 6.08. FINANCIAL COVENANTS.

                (a)     Fixed Charge Coverage Ratio. Maintain as of the last day
of each Fiscal Quarter set forth below, a Fixed Charge Coverage Ratio equal to
or greater than the Fixed Charge Coverage Ratio set forth opposite such Fiscal
Quarter:

<TABLE>
<CAPTION>
          Fiscal Quarter                        Fixed Charge Coverage Ratio
          --------------                        ---------------------------
<S>                                                  <C>
2nd Fiscal Quarter 2001 through                         >= 1.25:1.0
1st Fiscal Quarter 2002

2nd Fiscal Quarter 2002 and each                        >= 1.00:1.0
Fiscal Quarter thereafter
</TABLE>


                (b)     Consolidated EBITDA to Consolidated Interest Expense.
Maintain as of the last day of each Fiscal Quarter set forth below, a minimum
ratio of Consolidated EBITDA to


                                       47                    Term Loan Agreement
<PAGE>   54


Consolidated Interest Expense, calculated for the immediately preceding four
Fiscal Quarters, of equal to or greater than the ratio set forth opposite such
Fiscal Quarter:

<TABLE>
<CAPTION>
                                                    Ratio of Consolidated EBITDA
           Fiscal Quarter                        to Consolidated Interest Expense
           --------------                        --------------------------------
<S>                                                 <C>
2nd Fiscal Quarter 2001 through 2nd                     >= 2.75:1.0
Fiscal Quarter 2002

3rd Fiscal Quarter 2002 and each                        >= 3.00:1.0
Fiscal Quarter thereafter
</TABLE>

                (c)     Funded Debt to Consolidated EBITDA. Maintain as of the
last day of each Fiscal Quarter set forth below, a maximum ratio of Funded Debt
to Consolidated EBITDA, calculated for the immediately preceding four Fiscal
Quarters, of less than or equal to the ratio set forth opposite such Fiscal
Quarter:

<TABLE>
<CAPTION>
                                                                       Ratio of Funded Debt
                           Fiscal Quarter                             to Consolidated EBITDA
                           --------------                             ----------------------
<S>                                                             <C>
          2nd Fiscal Quarter 2001 through 4th Fiscal
          Quarter 2001                                                      >= 4.50:1.0

          1st Fiscal Quarter 2002 through 2nd Fiscal
          Quarter 2002                                                      >= 4.25:1.0

          3rd Fiscal Quarter 2002 and each Fiscal Quarter
          thereafter                                                        >= 4.00:1.0

</TABLE>

; provided that following the closing of the first Permitted Receivables
Purchase Facility, the numerator such maximum ratio shall be decreased by 0.50.

               (d) Capital Expenditures. The Borrower will not, and will not
permit its Subsidiaries to, make or commit to make Capital Expenditures in any
Fiscal Year which aggregate in excess of the following amounts set forth
opposite each such Fiscal Year:

<TABLE>
<CAPTION>
                         Fiscal Year                    Maximum Amount
                         -----------                    --------------
<S>                                                   <C>
                            2001                         $50,000,000

                            2002                         $50,000,000
</TABLE>

; provided that the difference between any such amount for any Fiscal Year and
the lower actual amount of Capital Expenditures in such Fiscal Year may be added
to the maximum amount for the following Fiscal Year, but not any subsequent
Fiscal Year.

                SECTION 6.09. NOTICES UNDER CERTAIN OTHER INDEBTEDNESS.
Immediately upon its receipt thereof, the Borrower shall furnish the
Administrative Agent a copy of any notice received by it or any other
Consolidated Company from the holder(s) of Indebtedness of the Consolidated
Companies (or from any trustee, agent, attorney, or other party acting on behalf
of


                                       48                    Term Loan Agreement
<PAGE>   55


such holder(s)) in an amount which, in the aggregate, exceeds $2,000,000, where
such notice states or claims (i) the existence or occurrence of any default or
event of default with respect to such Indebtedness under the terms of any
indenture, loan or credit agreement, debenture, note, or other document
evidencing or governing such Indebtedness, or (ii) the existence or occurrence
of any event or condition which requires or permits holder(s) of any
Indebtedness to exercise rights under any Change in Control Provision.

                SECTION 6.10. ADDITIONAL CREDIT PARTIES AND COLLATERAL.

                (a)     Unless the Required Lenders otherwise agree, promptly
after (i) the formation or acquisition (provided that nothing in this Section
shall be deemed to authorize the acquisition of any entity not otherwise
permitted hereunder) of any Subsidiary not listed on Schedule 5.01 (other than a
Receivables Subsidiary or a Special Purpose Vehicle or unless such Subsidiary
holds no assets and conducts no business), (ii) the domestication of any Foreign
Subsidiary, (iii) the occurrence of any other event creating a new Subsidiary,
or (iv) a Subsidiary ceases to be, or the Borrower desires that such Subsidiary
cease to be, an Inactive Subsidiary, the Borrower shall cause to be executed and
delivered a counterpart to the Guaranty Agreement and the Subsidiary Pledge and
Security Agreement and Mortgages from each such Subsidiary that is not a Foreign
956 Subsidiary, together with related documents with respect to such Subsidiary
of the kind described in Section 4.01(e), (f), (g), (h) and (n), all in form and
substance satisfactory to the Administrative Agent and the Required Lenders.

                (b)     In the event that any Foreign Subsidiary ceases to be a
Foreign 956 Subsidiary, the Borrower shall cause to be executed and delivered a
counterpart to the Guaranty Agreement and the Subsidiary Pledge and Security
Agreement (with respect to all property except for more than 65% of the Capital
Securities of any other Foreign 956 Subsidiary) and Mortgages from such Foreign
Subsidiary and if such Foreign Subsidiary is a direct Subsidiary of the Borrower
or of a Domestic Subsidiary, the Borrower shall, or shall cause such Domestic
Subsidiary to, pledge 100% of the Capital Securities of such Foreign Subsidiary
to the Collateral Agent for the benefit of the Secured Parties pursuant to the
Borrower Pledge and Security Agreement or the Subsidiary Pledge and Security
Agreement, as applicable, together with related documents with respect to such
Foreign Subsidiary of the kind described in Section 4.01(e), (f), (g), (h) and
(n), all in form and substance satisfactory to the Administrative Agent and the
Required Lenders.

                (c)     In the event that any Foreign 956 Subsidiary which is a
direct Subsidiary of the Borrower or of a Domestic Subsidiary ceases to be, or
the Borrower desires that such Subsidiary cease to be, an Inactive Subsidiary,
the Borrower shall, or shall cause such Domestic Subsidiary to, pledge 65% of
the Capital Securities of such Foreign Subsidiary to the Collateral Agent for
the benefit of the Secured Parties pursuant to the Borrower Pledge and Security
Agreement or the Subsidiary Pledge and Security Agreement, as applicable,
together with related documents with respect to such Foreign Subsidiary of the
kind described in Section 4.01(e), (f), (g), (h) and (n), all in form and
substance satisfactory to the Administrative Agent and the Required Lenders.

                SECTION 6.11. MORTGAGES. Within 30 days of the First Restatement
Date, there shall have been placed of record in the appropriate public records
Mortgages and, if required,


                                       49                    Term Loan Agreement
<PAGE>   56


UCC-1 Financing Statements covering all of the real property and fixtures owned
or subject to long-term lease in the U.S. by the Borrower or any Domestic
Subsidiary. In connection with the recording of such Mortgages, the Borrower
shall deliver to the Collateral Agent (within the time periods set forth) the
following items:

                (a)     Within 30 days of the First Restatement Date,
commitments for lender's title insurance policies (the "Title Commitments") in
favor of the Collateral Agent for the benefit of the Secured Parties in amounts
and in form and substance and issued by insurers, satisfactory to the
Administrative Agent, with respect to each property purported to be covered by
the Mortgages;

                (b)     Within 45 days of the First Restatement Date, current
as-built surveys of each property purported to be covered by each Mortgage
together with surveyor's certificates, such surveys and surveyor's certificates
to be acceptable to the Administrative Agent in form and substance and otherwise
conforming with the Title Commitments;

                (c)     Within 75 days of the First Restatement Date, final,
fully paid, lender's policies of title insurance, conforming with the Title
Commitments and insuring that title to such property is vested in the entity
delivering the Mortgage and that the interests created by each such Mortgage
constitute valid first Liens thereon free and clear of all defects and
encumbrances other than as approved by the Administrative Agent. Such policies
shall also include (to the extent available) revolving credit endorsements,
comprehensive endorsements, variable rate endorsements, tie-in endorsements,
access endorsements and such other endorsements as the Administrative Agent
shall reasonably request;

                (d)     not later than the delivery of the final title insurance
policies, opinions of counsel for each state in which the subject properties are
situated, opining as to the enforceability of the Mortgages and such other
matters as the Administrative Agent shall require, each substantially in the
form of Exhibit G-5; and

                (e)     not later than the delivery of the final title insurance
policies, such other approvals or documents as the Administrative Agent may
request in form and substance satisfactory to the Administrative Agent including
consents and estoppel agreements from landlords, in form and substance
satisfactory to the Administrative Agent and the title insurer.

                SECTION 6.12. FOREIGN PLEDGES. Within 45 days of the First
Restatement Date, the Borrower shall, and shall cause its Subsidiaries to,
execute and deliver all such Security Documents and other documents, and take
all such actions, as shall be necessary for the Collateral Agent to receive a
first priority, perfected pledge of 65% of the Capital Securities of all Foreign
956 Subsidiaries that are direct Subsidiaries of the Borrower or of a Domestic
Subsidiary. In connection with such pledges, the Borrower shall deliver to the
Collateral Agent and the Secured Lenders opinions of counsel for each
jurisdiction in which such a Foreign 956 Subsidiary is organized, which shall be
in form and substance satisfactory to the Administrative Agent.

                SECTION 6.13. CONTROL AGREEMENTS. Within 30 days of the First
Restatement Date, each Consolidated Company shall have entered into a Control
Agreement with the


                                       50                    Term Loan Agreement
<PAGE>   57


Collateral Agent and each depository bank (other than a Lender) with which it
maintains a deposit account.

                                  ARTICLE VII.

                               NEGATIVE COVENANTS

                So long as any Commitment remains in effect hereunder or any
Note or other Obligation shall remain unpaid, the Borrower will not and will not
permit any Subsidiary to (unless waived in writing by the Required Lenders):

                SECTION 7.01. INDEBTEDNESS. Create, incur, assume or suffer to
exist any Indebtedness, other than:

                (a)     Indebtedness under this Agreement, the Revolving Credit
Agreement or otherwise outstanding on the First Restatement Date as set forth on
Schedule 7.01 attached hereto;

                (b)     unsecured current liabilities (other than liabilities
for borrowed money or liabilities evidenced by promissory notes, bonds or
similar instruments) incurred in the ordinary course of business;

                (c)     Investments in the form of intercompany loans permitted
by Section 7.06(a) hereof;

                (d)     Subordinated Debt which is unsecured and approved as to
terms and conditions by the Administrative Agent and the Required Lenders;

                (e)     Indebtedness of a Person which is acquired by or
consolidated with a Consolidated Company as long as such Indebtedness is not
obtained in contemplation of such acquisition and such acquisition is in
compliance with Section 7.03;

                (f)     purchase money Indebtedness up to an aggregate amount of
$15,000,000 at any time outstanding to the extent secured by a Lien permitted
pursuant to Section 7.02(e);

                (g)     subject to Section 3.06(b), other Indebtedness of the
Borrower; provided, that such Indebtedness shall not have the benefit of any
guaranties not benefitting the Obligations, and will have representations and
warranties, covenants, events of default and conditions to borrowing which are
not more restrictive than the provisions of this Agreement;

                (h)     Indebtedness of German Subsidiaries (with no Contingent
Liability to the Borrower or any Domestic Subsidiary) in an aggregate amount
outstanding at any time not to exceed the equivalent of $15,000,000; and

                (i)     Receivables Program Obligations pursuant to a Permitted
Receivables Purchase Facility.


                                       51                    Term Loan Agreement
<PAGE>   58


                SECTION 7.02. LIENS. Create, incur, assume or suffer to exist
any Lien on any of its property now owned or hereafter acquired other than:

                (a)     Liens existing on the First Restatement Date and
disclosed on Schedule 7.02 and Liens in favor of the Administrative Agent and/or
the Lenders to secure the Obligations;

                (b)     Liens for taxes not yet due, and Liens for taxes or
Liens imposed by ERISA which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves are being maintained in
its books in accordance with GAAP;

                (c)     statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics, materialmen and other Liens imposed by law created in
the ordinary course of business for amounts not yet due or which are being
contested in good faith by appropriate proceedings and with respect to which
adequate reserves are being maintained in its books in accordance with GAAP;

                (d)     Liens incurred or deposits made in the ordinary course
of business in connection with workers' compensation, unemployment insurance and
other types of social security, or to secure the performance of tenders,
statutory obligations, surety and appeal bonds, bids, leases, government
contracts, performance and return-of-money bonds and other similar obligations
(exclusive of obligations for the payment of borrowed money);

                (e)     Liens securing Indebtedness permitted by Section
7.01(f);

                (f)     Liens arising in connection with any Permitted
Receivables Purchase Facility but attaching only to the Permitted Receivables;

                (g)     Liens securing Indebtedness permitted by Section
7.01(g); provided, that such Liens have been consented to by the Super-Majority
Lenders; and

                (h)     Liens securing Indebtedness permitted by Section
7.01(h).

                SECTION 7.03. MERGERS, ACQUISITIONS, DIVESTITURES.

                (a)     Merge or consolidate with any other Person, except that
the foregoing restrictions shall not be applicable to:

                        (i)     mergers or consolidations of (x) any Subsidiary
        with and into any other Subsidiary which is a Guarantor or (y) any
        Subsidiary with and into the Borrower; or

                        (ii)    mergers or consolidations which result in
        Acquisitions of Persons engaged in businesses in which the Borrower is
        engaged on the First Restatement Date or substantially related thereto
        and as otherwise permitted by Section 7.10 of this Agreement where the
        surviving corporation is a wholly-owned Subsidiary of the Borrower (or
        will become a wholly-owned Subsidiary within six (6) months of such
        Acquisition) and such Acquisition is in compliance with
        subsection (c) hereof;


                                       52                    Term Loan Agreement
<PAGE>   59


        provided that before and after giving effect to any such mergers or
        consolidations, (w) the Borrower is in compliance with Section 6.08
        hereof (as demonstrated by delivery of pro forma financial covenants
        calculations prepared in compliance with clause (c) hereof); (x) no
        other Default or Event of Default exists hereunder; (y) in the event of
        such merger or consolidation, the surviving Person is a Consolidated
        Company and complies with Section 6.10 hereof, if applicable, and (z)
        the Borrower is the surviving corporation in connection with any merger
        or consolidation to which it is a party;

                (b)     Sell or otherwise dispose of the Capital Securities of a
Subsidiary of the Borrower except as permitted pursuant to Section 7.04(c); or

                (c)     Make or permit any Acquisition other than an Acquisition
of Persons engaged in businesses in which the Borrower is engaged on the First
Restatement Date or substantially related thereto and as otherwise permitted
pursuant to Section 7.10 of this Agreement; provided that:

                        (i)     after giving effect to such Acquisition, assets
        comprising such Acquisition are owned by the Borrower or a wholly-owned
        Subsidiary of the Borrower, or, in the case of a stock purchase, such
        Person is a wholly-owned Subsidiary of the Borrower or is merged into
        the Borrower or a wholly-owned Subsidiary of the Borrower;

                        (ii)    prior to the consummation of such Acquisition,
        the Borrower provides to the Lenders calculations evidencing the
        Borrower's compliance on a pro forma basis with the financial covenants
        set forth in Section 6.08 hereof on the last day of the immediately
        preceding Fiscal Quarter of the Borrower, calculated with respect to the
        immediately preceding four Fiscal Quarters of the Borrower as if the
        Acquisition (and any other Acquisitions previously consummated during or
        after the immediately preceding four Fiscal Quarters of the Borrower)
        had been consummated on the first day of such period;

                        (iii)   such Acquisition shall have been approved in
        advance by a majority of the board of directors of the seller; and

                        (iv)    no Default or Event of Default shall exist
        hereunder or shall result therefrom and the Borrower shall comply with
        the provisions of Section 6.10 hereof,

provided that the total aggregate value of all Acquisitions under Sections
7.03(a)(ii) and 7.03(c) since the First Restatement Date shall not exceed
$25,000,000.

                SECTION 7.04. ASSET SALES.

                Sell, lease or otherwise dispose of its accounts, property,
Capital Securities of its Subsidiaries or other assets; provided, however, that
the foregoing restrictions on Asset Sales shall not be applicable to:

                (a)     sales of inventory in the ordinary course of business;


                                       53                    Term Loan Agreement
<PAGE>   60


                (b)     sales of equipment or other personal property being
replaced by equipment or other personal property purchased as a capital
expenditure item;

                (c)     subject to Section 3.06(b), Asset Sales comprised of
Capital Securities of Subsidiaries or all or substantially all of the assets of
any Subsidiary for cash so long as the applicable Consolidated Company receives
consideration at the time of such Asset Sale equal to the Fair Market Value, as
determined in good faith by the board of directors of the Borrower, the
determination of which shall be evidenced by a certified resolution by the
Secretary or Assistant Secretary of the Borrower and where, on the date of
execution of a binding obligation to make such Asset Sale (provided that if the
Asset Sale is not consummated within six (6) months of such execution, then on
the date of consummation of such Asset Sale rather than on the date of execution
of such binding obligation):

                        (i)     at least 30 days (but not more than 60 days)
        prior to the date of execution of such binding obligation (or, if the
        Asset Sale is not consummated within six months of such execution, the
        date of consummation of such Asset Sale), the Borrower shall have
        delivered to the Administrative Agent a notice of such Asset Sale (i)
        stating the nature and terms of such Asset Sale (including, without
        limitation, a description of the consideration payable by the purchaser)
        and the nature and use of the proceeds of the transaction and (ii)
        including calculations of the pro forma financial tests contained in
        clause (y) below; and

                        (ii)    on a pro forma basis, after giving effect to
        such Asset Sale and the use of proceeds thereof as if such Asset Sale
        and use of proceeds had occurred on the first day of the applicable
        period, the calculations of the financial covenant ratios described in
        paragraphs (a), (b) and (c) of Section 6.08 as of the last day of the
        Fiscal Quarter most recently ended are in compliance with the
        requirements of such paragraphs;

                (d)     subject to Section 3.06(b), other Asset Sales (other
than sales of Capital Securities of Subsidiaries or all or substantially all of
the assets of any Subsidiary) for cash, so long as the applicable Consolidated
Company receives consideration at the time of such Asset Sale equal to the Fair
Market Value;

                (e)     To the extent that, on any date of determination, the
value of Margin Stock of the Borrower and its Subsidiaries, whether now owned or
hereafter acquired, in the aggregate exceeds twenty-five percent (25%) of the
total assets of the Borrower and its Subsidiaries on such date which assets are
subject to the restriction of this Section 7.04, sales of such excess Margin
Stock for fair value where the proceeds of such sale are held by a Consolidated
Company as cash or invested in cash equivalents such as certificates of deposit,
U.S. government securities, commercial paper with a term of 90 days or less
which is rated A-1/P-1 or other money market instruments;

                (f)     subject to Section 3.06(b), the sale, transfer, lease,
contribution or conveyance of Permitted Receivables pursuant to a Permitted
Receivables Purchase Facility to a Receivables Subsidiary;


                                       54                    Term Loan Agreement
<PAGE>   61

                (g)     subject to Section 3.06(b), the sale, transfer, lease,
contribution or conveyance of Permitted Receivables pursuant to a Permitted
Receivables Purchase Facility by a Receivables Subsidiary to a Special Purpose
Vehicle;

provided, that notwithstanding the foregoing, no transaction pursuant to clauses
(c) or (d) above shall be permitted if (i) any Default or Event of Default
exists at the time of such transaction or would exist as a result of such
transaction or (ii) on the date of execution of a binding obligation to make
such Asset Sale (provided that if the Asset Sale is not consummated within six
(6) months of such execution, then on the date of consummation of such Asset
Sale rather than on the date of execution of such binding obligation), after
giving effect to the proposed Asset Sale, the aggregate Asset Value of all Asset
Sales made pursuant to clauses (c) or (d) by the Consolidated Companies since
the First Restatement Date would not exceed $25,000,000 immediately after giving
effect to such lease, transfer, contribution or conveyance.

                SECTION 7.05. DIVIDENDS, ETC. Declare or pay any dividend or
other distribution on any class of its Capital Securities, or make any payment
to purchase, redeem, retire or acquire any Subordinated Debt or Capital
Securities or any option, warrant, or other right to acquire such Subordinated
Debt or Capital Securities (each, a "Restricted Payment"), other than:

                        (i)     dividends payable solely in shares of any class
        of its Capital Securities;

                        (ii)    cash dividends by wholly-owned direct or
        indirect Subsidiaries of the Borrower; and

                        (iii)   other cash dividends declared and paid, and all
        other Restricted Payments made, after the First Restatement Date in an
        aggregate amount not to exceed $5,000,000 in any Fiscal Year of the
        Borrower;

provided, however, no such dividend or other Restricted Payment may be declared
or paid pursuant to clause (iii) above unless no Default or Event of Default
exists at the time of such declaration or Restricted Payment, or would exist as
a result of such declaration or Restricted Payment.

                SECTION 7.06. INVESTMENTS, LOANS, ETC. Make, permit or hold any
Investments (in a single transaction or in a series of related transactions)
other than:

                (a)     Investments in Domestic Subsidiaries which are
Guarantors under this Agreement, whether such Subsidiaries are Guarantors on the
First Restatement Date or become Guarantors in accordance with Section 6.10
after the First Restatement Date; provided, however, nothing in this Section
7.06 shall be deemed to authorize an Investment pursuant to this subsection (a)
in any Person that is not a Guarantor prior to such Investment;

                (b)     Investments in the following securities:

                        (i)     direct obligations of the United States or any
        agency thereof, or obligations guaranteed by the United States or any
        agency thereof, in each case supported


                                       55                    Term Loan Agreement
<PAGE>   62


        by the full faith and credit of the United States and maturing within
        one year from the date of creation thereof;

                        (ii)    commercial paper maturing within one year from
        the date of creation thereof rated in the highest grade by a nationally
        recognized credit rating agency;

                        (iii)   time deposits maturing within one year from the
        date of creation thereof with, including certificates of deposit issued
        by, any office located in the United States of any bank or trust company
        which is organized under the laws of the United States or any state
        thereof and has capital, surplus and undivided profits aggregating at
        least $500,000,000, including without limitation, any such deposits in
        Eurodollars issued by a foreign branch of any such bank or trust
        company;

                        (iv)    mid-term notes of corporations existing under
        the laws of the United States rated in the highest grade by a nationally
        recognized credit rating agency; and

                        (v)     municipal "lower floater" bonds rated A or
        better (or backed by a letter of credit rated A or better) by a
        nationally recognized credit rating agency;

                (c)     Investments made by Plans and Foreign Plans;

                (d)     Investments outstanding on the First Restatement Date
and listed on Schedule 7.06 hereto;

                (e)     (i) Investments (other than those permitted by
paragraphs (a) through (d) above), including loans to employees, officers and
other Persons (other than Subsidiaries) and (ii) Investments after the First
Restatement Date in Foreign Subsidiaries, in an aggregate combined amount not to
exceed $12,500,000;

                (f)     Investments in a Receivables Subsidiary consisting of
Permitted Receivables and Purchase Money Notes in payment for Permitted
Receivables in an amount consented to by the Administrative Agent (such consent
not to be unreasonably withheld); and

                (g)     Investments by a Receivables Subsidiary in a Special
Purpose Vehicle in an amount consented to by the Administrative Agent (such
consent not to be unreasonably withheld).

                SECTION 7.07. SALE AND LEASEBACK TRANSACTIONS. Sell or transfer
any property, real or personal, whether now owned or hereafter acquired, and
thereafter rent or lease such property or other property which any Consolidated
Company intends to use for substantially the same purpose or purposes as the
property being sold or transferred, except as set forth on Schedule 7.07.

                SECTION 7.08. TRANSACTIONS WITH AFFILIATES.

                (a)     Enter into any material transaction or series of related
transactions which in the aggregate would be material, whether or not in the
ordinary course of business, with any


                                       56                    Term Loan Agreement
<PAGE>   63


Affiliate of any Consolidated Company (but excluding any Affiliate which is also
a Consolidated Company), other than on terms and conditions substantially as
favorable to such Consolidated Company as would be obtained by such Consolidated
Company at the time in a comparable arm's-length transaction with a Person other
than an Affiliate (it being understood that any Permitted Receivables Purchase
Facility shall be deemed to satisfy this clause); and

                (b)     Convey or transfer to any other Person (including any
other Consolidated Company) any real property, buildings, or fixtures used in
the manufacturing or production operations of any Consolidated Company, or
convey or transfer to any other Consolidated Company any other assets (excluding
conveyances or transfers in the ordinary course of business) if at the time of
such conveyance or transfer any Default or Event of Default exists or would
exist as a result of such conveyance or transfer.

                SECTION 7.09. PREPAYMENTS OF SUBORDINATED DEBT IN VIOLATION
THEREOF. Directly or indirectly, prepay, purchase, redeem, retire, defease or
otherwise acquire, or make any optional payment on account of any principal of,
interest on, or premium payable in connection with any of its Subordinated Debt,
in each case, which is a violation of the subordination provisions of such
Subordinated Debt or a violation of Section 7.05.

                SECTION 7.10. CHANGES IN BUSINESS. Enter into any business which
is substantially different from that presently conducted by the Consolidated
Companies taken as a whole (which includes iron and aluminum foundry operations
and machining).

                SECTION 7.11. LIMITATION ON PAYMENT RESTRICTIONS AFFECTING
CONSOLIDATED COMPANIES. Create or otherwise cause or suffer to exist or become
effective, any consensual encumbrance or restriction on the ability of any
Consolidated Company (other than a Receivables Subsidiary) to (i) pay dividends
or make any other distributions on such Consolidated Company's Capital
Securities, or (ii) pay any indebtedness owed to the Borrower or any other
Consolidated Company, or (iii) transfer any of its property or assets to the
Borrower or any other Consolidated Company or (iv) grant a Lien in favor of the
Lenders securing the obligations, except any consensual encumbrance or
restriction existing under the Credit Documents or as set forth on Schedule 5.20
or a Lien upon Permitted Receivables.

                SECTION 7.12. ACTIONS UNDER CERTAIN DOCUMENTS. Without the prior
written consent of the Administrative Agent and the Required Lenders, modify,
amend or supplement any agreement governing Subordinated Debt to (i) increase
the principal amount of the indebtedness thereunder, (ii) increase the interest
rate thereunder, (iii) modify any requirement of prepayment or repayment
thereunder which would shorten the final maturity or average life of the
indebtedness outstanding thereunder or make the requirement of prepayment more
onerous, (iv) make any more onerous any other provision thereof, or (v) amend or
modify the subordination provisions thereof.

                SECTION 7.13. FISCAL YEAR. Make any change in the Fiscal Year of
the Borrower or the Consolidated Companies.

                SECTION 7.14. DEPOSIT ACCOUNTS. Maintain any deposit account or
deposit any items or amounts in any deposit account, except: (i) deposit
accounts maintained with the


                                       57                    Term Loan Agreement
<PAGE>   64


Lenders, or (ii) deposit accounts as to which each respective Consolidated
Company, the Collateral Agent and the depositary bank have entered into an
agreement that the depositary bank will comply with instructions originated by
the Collateral Agent directing disposition of the funds in the account upon an
Event of Default without further consent by such Consolidated Company (a
"Control Agreement"), substantially in the form of Exhibit K, with such changes
as are reasonably acceptable to the Collateral Agent.

                SECTION 7.15. RECEIVABLES FACILITY. Amend or modify, or permit
the amendment or modification of, any provision of a Receivables Document if, as
a result of such amendment or modification:

                (a)     a Receivables Subsidiary would not be required to apply
all funds available to it (after giving effect to the allocation of funds to
reserves required under the terms of the Receivables Documents and the payment
of general and administrative operating expenses and to the payment of interest,
principal and other amounts owed under the Receivables Documents) to pay the
purchase price for Receivables (including any deferred portion of the purchase
price);

                (b)     the degree of recourse to any Consolidated Company under
or in the respect of the Receivables Documents is increased in any material
respect; or

                (c)     the Invested Amount with respect thereto shall fall
below $60,000,000.

                Notwithstanding anything to the contrary contained in this
Section, any changes to the Receivables Documents which relate to the Borrower's
and/or any other Receivables Seller's servicing or origination of Permitted
Receivables shall be permitted.

                SECTION 7.16. FOREIGN HOLDING COMPANIES. Permit any Foreign
Holding Company to (a) own any assets other than the Capital Securities of
Subsidiaries of which sixty-five percent (65%) of such Capital Securities of
each such first-tier Foreign 956 Subsidiary has been pledged to the Collateral
Agent, for the benefit of the Secured Parties, pursuant to the Subsidiary Pledge
and Security Agreement or appropriate Security Documents, (b) make any
expenditures other than such minimal expenditures necessary to maintain its
separate corporate existence and good standing in the state of its
incorporation, (c) create, incur, assume or otherwise become liable with respect
to any Indebtedness other than its obligations pursuant to the Guaranty
Agreement and the First Amended and Restated Guaranty Agreement of even date
herewith with respect to the Revolving Credit Agreement, (d) have any employees
or engage in any trade or business, (e) merge or consolidate with any other
Person, (f) sell or otherwise transfer any of its assets or (g) create, incur,
assume or permit to exist any Lien on any of its assets.

                                  ARTICLE VIII.

                                EVENTS OF DEFAULT

        Upon the occurrence and during the continuance of any of the following
specified events (each an "Event of Default"):


                                       58                    Term Loan Agreement
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                SECTION 8.01. PAYMENTS. The Borrower shall fail to make promptly
when due (including, without limitation, by mandatory prepayment) any principal,
interest or fee payment with respect to the Loans, or the Borrower shall fail to
make within five (5) days after the due date thereof any payment of any other
amount payable hereunder or any of the Obligations;

                SECTION 8.02. COVENANTS WITHOUT NOTICE. The Borrower shall fail
to observe or perform any covenant or agreement contained in Sections 6.07(f),
6.08, 6.11, 7.01 through 7.07, 7.09 through 7.16.

                SECTION 8.03. OTHER COVENANTS. The Borrower shall fail to
observe or perform any covenant or agreement contained in this Agreement, other
than those referred to in Sections 8.01 and 8.02, and, if capable of being
remedied, such failure shall remain unremedied for thirty (30) days after the
earlier of (i) the Borrower's obtaining knowledge thereof, or (ii) written
notice thereof shall have been given to the Borrower by the Administrative Agent
or any Lender;

                SECTION 8.04. REPRESENTATIONS. Any representation or warranty
made or deemed to be made by the Borrower or any other Credit Party or by any of
its officers under this Agreement or any other Credit Document (including the
Schedules attached thereto), or any certificate or other document submitted to
the Administrative Agent or the Lenders by any such Person pursuant to the terms
of this Agreement or any other Credit Document, shall be incorrect in any
material respect when made or deemed to be made or submitted;

                SECTION 8.05. NON-PAYMENTS OF OTHER INDEBTEDNESS. Any
Consolidated Company shall fail to make when due (whether at stated maturity, by
acceleration, on demand or otherwise, and after giving effect to any applicable
grace period) any payment of principal of or interest on any Indebtedness (other
than the Obligations) exceeding $5,000,000 in the aggregate;

                SECTION 8.06. DEFAULTS UNDER OTHER AGREEMENTS. Any Consolidated
Company (other than a Receivables Subsidiary) shall fail to observe or perform
within any applicable grace period any covenants or agreements contained in any
agreements or instruments relating to any of its Indebtedness exceeding
$5,000,000 in the aggregate, or any other event shall occur if the effect of
such failure or other event is to accelerate, or to permit the holder of such
Indebtedness or any other Person to accelerate, the maturity of such
Indebtedness; or any such Indebtedness shall be required to be prepaid (other
than by a regularly scheduled required prepayment) in whole or in part prior to
its stated maturity; or there occurs any termination, liquidation, unwind or
similar event or circumstance under any Permitted Receivables Purchase Facility,
which permits any purchaser of receivables thereunder to cease purchasing such
receivables or to apply all collections on previously purchased receivables
thereunder to the repayment of such purchaser's interest in such previously
purchased receivables other than any such event or circumstance that arises
solely as a result of a down-grading of the credit rating of any bank or
financial institution not affiliated with the Borrower that provides liquidity,
credit or other support in connection with such facility;

                SECTION 8.07. BANKRUPTCY.

                (a)     The Borrower or any other Consolidated Company (other
than a Receivables Subsidiary) shall commence a voluntary case concerning itself
under the


                                       59                    Term Loan Agreement
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Bankruptcy Code or applicable foreign bankruptcy laws; or any Consolidated
Company (other than a Receivables Subsidiary) commences proceedings of its own
bankruptcy or to be granted a suspension of payments or any other proceeding
under any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction,
whether now or hereafter in effect, relating to any Consolidated Company (other
than a Receivables Subsidiary), or any Consolidated Company (other than a
Receivables Subsidiary) makes a general assignment for the benefit of creditors;
or any Consolidated Company (other than a Receivables Subsidiary) shall fail to
pay, or shall state that it is unable to pay, or shall be unable to pay, its
debts generally as they become due; or any Consolidated Company (other than a
Receivables Subsidiary) shall call a meeting of its creditors with a view to
arranging a composition or adjustment of its debts; or any Consolidated Company
(other than a Receivables Subsidiary) shall by any act or failure to act
indicate its consent to, approval of or acquiescence in any of the foregoing; or
any corporate action is taken by any Consolidated Company (other than a
Receivables Subsidiary) for the purpose of effecting any of the foregoing; or

                (b)     an involuntary case for bankruptcy is commenced against
any Consolidated Company (other than a Receivables Subsidiary) and the petition
is not controverted within 20 days, or is not dismissed within 60 days, after
commencement of the case; or a custodian (as defined in the Bankruptcy Code) or
similar official under applicable foreign bankruptcy laws is appointed for, or
takes charge of, all or any substantial part of the property of any Consolidated
Company (other than a Receivables Subsidiary); or there is commenced against any
Consolidated Company (other than a Receivables Subsidiary) proceedings of its
own bankruptcy or to be granted a suspension of payments or any other proceeding
under any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction,
whether now or hereafter in effect, relating to any Consolidated Company (other
than a Receivables Subsidiary) which remains undismissed for a period of 60
days; or any Consolidated Company (other than a Receivables Subsidiary) is
adjudicated insolvent or bankrupt; or any order of relief or other order
approving any such case or proceeding is entered; or any Consolidated Company
(other than a Receivables Subsidiary) suffers any appointment of any custodian
or the like for it or any substantial part of its property to continue
undischarged or unstayed for a period of 60 days;

                SECTION 8.08. ERISA. A Plan or Foreign Plan of a Consolidated
Company or a Plan subject to Title IV of ERISA of any of its ERISA Affiliates:

                        (i)     shall fail to be funded in accordance with the
        minimum funding standard required by applicable law, the terms of such
        Plan or Foreign Plan, Section 412 of the Code or Section 302 of ERISA
        for any plan year or a waiver of such standard is sought or granted with
        respect to such Plan or Foreign Plan under applicable law, the terms of
        such Plan or Foreign Plan or Section 412 of the Code or Section 303 of
        ERISA; or

                        (ii)    is being, or has been, terminated or the subject
        of termination proceedings under applicable law or the terms of such
        Plan or Foreign Plan; or


                                       60                    Term Loan Agreement
<PAGE>   67


                        (iii)   shall require a Consolidated Company to provide
        security under applicable law, the terms of such Plan or Foreign Plan,
        Section 401 or 412 of the Code or Section 306 or 307 of ERISA; or

                        (iv)    results for any reason, in a liability
        (including without limitation, withdrawal liability) to a Consolidated
        Company under applicable law, the terms of such Plan or Foreign Plan, or
        Title IV of ERISA;

and there shall result from any such failure, waiver, termination or other event
a liability to the PBGC (or any similar Person with respect to any Foreign
Plan), a Plan or any other Person that would be in excess of $5,000,000;

                SECTION 8.09. MONEY JUDGMENT. A judgment or order for the
payment of money in excess of $5,000,000 or otherwise having a Materially
Adverse Effect shall be rendered against the Borrower or any other Consolidated
Company (other than a Receivables Subsidiary) and such judgment or order shall
continue unsatisfied (in the case of a money judgment) and in effect for a
period of 30 days during which execution shall not be effectively stayed or
deferred (whether by action of a court, by agreement or otherwise);

                SECTION 8.10. OWNERSHIP OF CREDIT PARTIES. If the Borrower shall
at any time fail to own and control one hundred percent (100%) of the voting
Capital Securities of any Credit Party, either directly or indirectly through a
wholly-owned Subsidiary of the Borrower, except for (x) as a result of any Asset
Sale permitted pursuant to Section 7.04(c) hereof, and (y) with respect to any
Credit Party or Foreign Subsidiary whose Capital Securities are acquired by one
of the Consolidated Companies after the First Restatement Date where the
Borrower shall, directly or indirectly, maintain ownership and control of the
percentage of voting Capital Securities owned and controlled as of the date such
Person became a Credit Party hereunder or a Foreign Subsidiary or such greater
percentage as shall thereafter be obtained, directly or indirectly by the
Borrower;

                SECTION 8.11. CHANGE IN CONTROL OF THE BORROWER. Any Change of
Control of the Borrower or any "Change of Control" or like event as defined in
any indenture or other agreement or instrument pursuant to which Indebtedness or
equity is issued or Receivables are sold by a Consolidated Company, shall occur
or exist;

                SECTION 8.12. DEFAULT UNDER OTHER CREDIT DOCUMENTS. There shall
exist or occur any "Event of Default" as provided under the terms of any other
Credit Document, or any Credit Document ceases to be in full force and effect or
the validity or enforceability thereof is disaffirmed by or on behalf of the
Borrower or any other Credit Party, or at any time it is or becomes unlawful for
the Borrower or any other Credit Party to perform or comply with its obligations
under any Credit Document, or the obligations of the Borrower or any other
Credit Party under any Credit Document are not or cease to be legal, valid and
binding on the Borrower or any such Credit Party;

                SECTION 8.13. ATTACHMENTS. An attachment or similar action shall
be made on or taken against any of the assets of any Consolidated Company with
an Asset Value exceeding


                                       61                    Term Loan Agreement
<PAGE>   68


$5,000,000 in aggregate and is not removed, suspended or enjoined within 30 days
of the same being made or any suspension or injunction being lifted;

                SECTION 8.14. DEFAULT UNDER THE REVOLVING CREDIT AGREEMENT.
There shall exist or occur any "Event of Default" as defined in the Revolving
Credit Agreement; or

                SECTION 8.15. IMPAIRMENT OF SECURITY, ETC. Any Security Document
or any Lien granted thereunder shall (except in accordance with its terms), in
whole or in part, terminate, cease to be effective or cease to be the legally
valid, binding and enforceable obligation of any Credit Party thereto; any
Credit Party or any other party shall, directly or indirectly, contest in any
manner such effectiveness, validity, binding nature or enforceability; or,
except as permitted under any Security Document, any Lien securing any
Obligation shall, in whole or in part, cease to be a perfected first priority
Lien;

then, and in any such event, and at any time thereafter if any Event of Default
shall then be continuing, the Administrative Agent may, with the consent of the
Required Lenders, and upon the written (including telecopied) or telex request
of the Required Lenders, shall, by written notice to the Borrower take any or
all of the following actions, without prejudice to the rights of the
Administrative Agent, any Lender or the holder of any Note to enforce its claims
against the Borrower or any other Credit Party: (i) declare all Commitments
terminated (if they have not previously terminated), whereupon the pro rata
Commitments of each Lender shall terminate immediately; and (ii) declare the
principal of and any accrued interest on the Loans, and all other Obligations
owing under this Agreement, to be, whereupon the same shall become, forthwith
due and payable without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower; provided, that, if an
Event of Default specified in Section 8.07 shall occur, the result which would
occur upon the giving of written notice by the Administrative Agent to any
Credit Party, as specified in clauses (i) and (ii) above, shall occur
automatically without the giving of any such notice; and (iii) exercise any
rights or remedies under the Security Documents.

                                   ARTICLE IX.

                            THE ADMINISTRATIVE AGENT

                SECTION 9.01. APPOINTMENT OF ADMINISTRATIVE AGENT. Each Lender
hereby designates Scotia Capital as Administrative Agent to administer all
matters concerning the Loans and to act as herein specified. Each Lender hereby
irrevocably authorizes, and each holder of any Note by the acceptance of a Note
shall be deemed irrevocably to authorize the Administrative Agent to take such
actions on its behalf under the provisions of this Agreement, the other Credit
Documents, and all other instruments and agreements referred to herein or
therein, and to exercise such powers and to perform such duties hereunder and
thereunder as are specifically delegated to or required of the Administrative
Agent by the terms hereof and thereof and such other powers as are reasonably
incidental thereto. The Administrative Agent may perform any of its duties
hereunder by or through their agents or employees.


                                       62                    Term Loan Agreement
<PAGE>   69


                SECTION 9.02. AUTHORIZATION OF ADMINISTRATIVE AGENT WITH RESPECT
TO THE SECURITY DOCUMENTS.

                (a)     Each Lender hereby authorizes the Administrative Agent
in its capacity as Collateral Agent to enter into each of the Security Documents
substantially in the form attached hereto, and to take all action contemplated
thereby. All rights and remedies under the Security Documents may be exercised
by the Administrative Agent for the ratable benefit of the Secured Parties. The
Lenders further agree that the Administrative Agent may assign its rights and
obligations under any of the Security Documents to any affiliate of the
Administrative Agent or to any trustee, if necessary or appropriate under
applicable law, which assignee in each such case shall (subject to compliance
with any requirements of applicable law governing the assignment of such
Security Documents) be entitled to all the rights of the Administrative Agent
under and with respect to the applicable Security Document.

                (b)     In each circumstance where, under any provision of any
Security Document, the Administrative Agent shall have the right to grant or
withhold any consent, exercise any remedy, make any determination or direct any
action by the Administrative Agent on behalf of the Lenders under such Security
Document, the Administrative Agent shall act in respect of such consent,
exercise of remedies, determination or action, as the case may be, with the
consent of and at the direction of the Required Lenders; provided, however, that
no such consent of the Required Lenders shall be required with respect to any
consent, determination or other matter that is, in the Administrative Agent's
judgment, ministerial or administrative in nature. In each circumstance where
any consent of or direction from the Required Lenders is required, the
Administrative Agent shall send to the Lenders a notice setting forth a
description in reasonable detail of the matter as to which consent or direction
is requested and the Administrative Agent's proposed course of action with
respect thereto. The Lenders shall endeavor to respond promptly to such request
but in the event the Administrative Agent shall not have received a response
from any Lender within five (5) Business Days after such Lender's receipt of
such notice, such Lender shall be deemed not to have agreed to the course of
action proposed by the Administrative Agent.

                (c)     The Lenders hereby acknowledge that the Collateral is
not being held, and the Security Documents are not being entered into, by the
Collateral Agent for their sole benefit, but for the ratable benefit of the
Secured Parties.

                SECTION 9.03. NATURE OF DUTIES OF ADMINISTRATIVE AGENT. The
Administrative Agent shall have no duties or except those expressly set forth in
this Agreement and the other Credit Documents. None of the Administrative Agent
nor any of its respective officers, directors, employees or agents shall be
liable for any action taken or omitted by it as such hereunder or in connection
herewith, unless caused by its or their gross negligence or willful misconduct.
The duties of the Administrative Agent shall be ministerial and administrative
in nature; the Administrative Agent shall not have by reason of this Agreement a
fiduciary relationship in respect of any Lender; and nothing in this Agreement,
express or implied, is intended to or shall be so construed as to impose upon
the Administrative Agent any obligations in respect of this Agreement or the
other Credit Documents except as expressly set forth herein.


                                       63                    Term Loan Agreement
<PAGE>   70


                SECTION 9.04. LACK OF RELIANCE ON THE ADMINISTRATIVE AGENT.
Independently and without reliance upon the Administrative Agent, each Lender,
to the extent it deems appropriate, has made and shall continue to make (i) its
own independent investigation of the financial condition and affairs of the
Credit Parties in connection with the taking or not taking of any action in
connection herewith, and (ii) its own appraisal of the creditworthiness of the
Credit Parties, and, except as expressly provided in this Agreement, the
Administrative Agent shall have no duty or responsibility, either initially or
on a continuing basis, to provide any Lender with any credit or other
information with respect thereto, whether coming into its possession before the
making of the Loans or at any time or times thereafter.

                SECTION 9.05. CERTAIN RIGHTS OF THE ADMINISTRATIVE AGENT. If the
Administrative Agent shall request instructions from the Required Lenders with
respect to any action or actions (including the failure to act) in connection
with this Agreement, the Administrative Agent shall be entitled to refrain from
such act or taking such act, unless and until the Administrative Agent shall
have received instructions from the Required Lenders; and the Administrative
Agent shall not incur liability in any Person by reason of so refraining.
Without limiting the foregoing, no Lender shall have any right of action
whatsoever against the Administrative Agent as a result of the Administrative
Agent acting or refraining from acting hereunder in accordance with the
instructions of the Required Lenders.

                SECTION 9.06. RELIANCE BY ADMINISTRATIVE AGENT. The
Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any note, writing, resolution, notice, statement, certificate,
telex, teletype or telecopier message, cable gram, radiogram, order or other
documentary, teletransmission or telephone message believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person. The
Administrative Agent may consult with legal counsel (including counsel for any
Credit Party), independent public accountants and other experts selected by it
and shall not be liable for any action taken or omitted to be taken by it in
good faith in accordance with the advice of such counsel, accountants or
experts.

                SECTION 9.07. INDEMNIFICATION OF ADMINISTRATIVE AGENT. To the
extent the Administrative Agent is not reimbursed and indemnified by the Credit
Parties, each Lender will reimburse and indemnify the Administrative Agent,
ratably according to the respective amounts of the Loans outstanding under all
Facilities (or if no amounts are outstanding, ratably in accordance with the
aggregate Commitments), in either case, for and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses (including counsel fees and disbursements) or disbursements of any kind
or nature whatsoever which may be imposed on, incurred by or asserted against
the Administrative Agent in performing its duties hereunder, in any way relating
to or arising out of this Agreement or the other Credit Documents; provided that
no Lender shall be liable to the Administrative Agent for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Administrative Agent's gross
negligence or willful misconduct.

                SECTION 9.08. THE ADMINISTRATIVE AGENT IN ITS INDIVIDUAL
CAPACITY. With respect to its obligation under this Agreement, the Loans made by
it and the Notes issued to it, the Administrative Agent shall have the same
rights and powers hereunder as any other Lender


                                       64                    Term Loan Agreement
<PAGE>   71


or holder of a Note and may exercise the same as though it were not performing
the duties specified herein; and the terms "Lenders", "Required Lenders",
"holders of Notes", or any similar terms shall, unless the context clearly
otherwise indicates, include the Administrative Agent in its individual
capacity. The Administrative Agent may accept deposits from, lend money to, and
generally engage in any kind of banking, trust, financial advisory or other
business with the Consolidated Companies or any affiliate of the Consolidated
Companies as if it were not performing the duties specified herein, and may
accept fees and other consideration from the Consolidated Companies for services
in connection with this Agreement and otherwise without having to account for
the same to the Lenders.

                SECTION 9.09. HOLDERS OF NOTES. The Administrative Agent may
deem and treat the payee of any Note as the owner thereof for all purposes
hereof unless and until a written notice of the assignment or transfer thereof
shall have been filed with the Administrative Agent. Any request, authority or
consent of any Person who, at the time of making such request or giving such
authority or consent, is the holder of any Note shall be conclusive and binding
on any subsequent holder, transferee or assignee of such Note or of any Note or
Notes issued in exchange therefor.

                SECTION 9.10. SUCCESSOR ADMINISTRATIVE AGENT.

                (a)     The Administrative Agent may resign at any time by
giving written notice thereof to the Lenders and the Borrower and may be removed
with or without cause by the Required Lenders; provided, however, the
Administrative Agent may not resign or be removed until a successor
Administrative Agent has been appointed and shall have accepted such
appointment. Upon any such resignation or removal, the Required Lenders shall
have the right to appoint a successor Administrative Agent and, unless an Event
of Default has occurred and is continuing, subject to the Borrower's prior
written approval not to be unreasonably withheld. If no successor Administrative
Agent shall have been so appointed by the Required Lenders, and shall have
accepted such appointment, within 30 days after the retiring Administrative
Agent's giving of notice of resignation or the Required Lenders' removal of the
retiring Administrative Agent, then the retiring Administrative Agent may, on
behalf of the Lenders, appoint a successor Administrative Agent. which shall be
a bank which maintains an office in the United States, or a commercial bank
organized under the laws of the United States of America or any State thereof,
or any Affiliate of such bank, having a combined capital and surplus of at least
$100,000,000 and, unless an Event of Default has occurred and is continuing,
subject to the Borrower's prior written approval.

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


                                       65                    Term Loan Agreement
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                SECTION 9.11. OTHER AGENTS. Each Lender hereby designates Bank
One, Michigan as Syndication Agent and SunTrust Bank as Documentation Agent. The
Syndication Agent, the Documentation Agent, in such capacities, shall have no
duties or obligations whatsoever under this Agreement or any other Credit
Document.

                SECTION 9.12. EXCULPATION. Neither the Administrative Agent nor
any of its directors, officers, employees or agents shall be liable to any
Lender for any action taken or omitted to be taken by it under any Credit
Document, or in connection therewith, except for its own wilful misconduct or
gross negligence, nor responsible for any recitals or warranties herein or
therein, nor for the effectiveness, enforceability, validity or due execution of
any Credit Document, nor for the creation, perfection or priority of any Liens
purported to be created by any of the Credit Documents, or the validity,
genuineness, enforceability, existence, value or sufficiency of any collateral
security, nor to make any inquiry respecting the performance by any Credit Party
of its Obligations. Any such inquiry which may be made by the Administrative
Agent shall not obligate it to make any further inquiry or to take any action.
The Administrative Agent shall be entitled to rely upon advice of counsel
concerning legal matters and upon any notice, consent, certificate, statement or
writing which the Administrative Agent believes to be genuine and to have been
presented by a proper Person.

                SECTION 9.13. DEFAULTS. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of a Default or an Event of
Default unless the Administrative Agent has received a written notice from a
Lender or the Borrower specifying such Default or an Event of Default and
stating that such notice is a "Notice of Default". In the event that the
Administrative Agent receives such a notice of the occurrence of a Default or an
Event of Default, the Administrative Agent shall give prompt notice thereof to
the Lenders. The Administrative Agent shall (subject to Section 10.02) take such
action with respect to such Default or an Event of Default as shall be directed
by the Required Lenders; provided, that unless and until the Administrative
Agent shall have received such directions, the Administrative Agent may (but
shall not be obligated to) take such action, or refrain from taking such action,
with respect to such Default or an Event of Default as it shall deem advisable
in the best interest of the Lenders except to the extent that this Agreement
expressly requires that such action be taken, or not be taken, only with the
consent or upon the authorization of the Required Lenders or all Lenders, as the
case may be.

                                   ARTICLE X.

                                  MISCELLANEOUS

                SECTION 10.01. NOTICES. All notices, requests and other
communications to any party hereunder shall be in writing (including bank wire,
telex, telecopy or similar teletransmission or writing) and shall be given to
such party at its address or applicable teletransmission number set forth on
Schedule 10.01, or such other address or applicable teletransmission number as
such party may hereafter specify by notice to the Administrative Agent and the
Borrower. Each such notice, request or other communication shall be effective
(i) if given by telex, when such telex is transmitted to the telex number
specified in this Section and the appropriate answerback is received, (ii) if
given by mail, 72 hours after such communication is deposited in the mails with
first class postage prepaid, addressed as aforesaid, (iii) if given by


                                       66                    Term Loan Agreement
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telecopy, when such telecopy is transmitted to the telecopy number specified in
this Section and the appropriate confirmation is received, or (iv) if given by
any other means (including, without limitation, by air courier), when delivered
or received at the address specified in this Section; provided that notices to
the Administrative Agent shall not be effective until received.

                SECTION 10.02. AMENDMENTS, ETC. No amendment or waiver of any
provision of this Agreement or the other Credit Documents (other than Rate
Protection Agreements and Cash Management Agreements), nor consent to any
departure by any Credit Party therefrom, shall in any event be effective unless
the same shall be in writing and signed by the Borrower and the Required
Lenders, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided that no
amendment, waiver or consent shall, unless in writing and signed by the Borrower
and all the Lenders do any of the following: (i) waive any of the conditions
specified in Section 4.01, (ii) increase the Commitments or other contractual
obligations to the Borrower under this Agreement, (iii) reduce the principal of,
or interest on, the Notes or any fees hereunder, (iv) postpone any date fixed
for the payment in respect of principal of, or interest on, the Notes or any
fees hereunder, (v) change the percentage of the Commitments or of the aggregate
unpaid principal amount of the Notes, or the number or identity of Lenders which
shall be required for the Lenders or any of them to take any action hereunder,
(vi) agree to release any Credit Party from its obligations under the Guaranty
Agreement or any of the Security Documents or release any Collateral with
respect to a Credit Party, except (x) in connection with an Asset Sale permitted
pursuant to Section 7.04(a), (b), (c), (d) or (e) above or a Permitted
Receivables Purchase Facility, where no consent of the Lenders shall be required
for such release, (y) in connection with the incurrence of Indebtedness
permitted pursuant to Sections 7.01(g) and 7.02(g), where the consent of the
Super-Majority Lenders shall be required, (vii) modify the definition of
"Required Lenders" or "Super-Majority Lenders" or (viii) modify this Section
10.02.

                SECTION 10.03. NO WAIVER; REMEDIES CUMULATIVE. No failure or
delay on the part of the Administrative Agent, any Lender or any holder of a
Note in exercising any right or remedy hereunder or under any other Credit
Document, and no course of dealing between any Credit Party and the
Administrative Agent, any Lender or the holder of any Note shall operate as a
waiver thereof, nor shall any single or partial exercise of any right or remedy
hereunder or under any other Credit Document preclude any other or further
exercise thereof or the exercise of any other right or remedy hereunder or
thereunder. The rights and remedies herein expressly provided are cumulative and
not exclusive of any rights or remedies which the Administrative Agent, any
Lender or the holder of any Note would otherwise have. No notice to or demand on
any Credit Party not required hereunder or under any other Credit Document in
any case shall entitle any Credit Party to any other or further notice or demand
in similar or other circumstances or constitute a waiver of the rights of the
Administrative Agent, the Lenders or the holder of any Note to any other or
further action in any circumstances without notice or demand.

                SECTION 10.04. PAYMENT OF EXPENSES, ETC. The Borrower shall:

                        (i)     pay all reasonable, out-of-pocket costs and
        expenses of the Administrative Agent in the administration (both before
        and after the execution hereof and including reasonable expenses
        actually incurred relating to advice of counsel as to the rights and
        duties of the Administrative Agent and the Lenders with respect thereto)


                                       67                    Term Loan Agreement
<PAGE>   74


        of, and in connection with the preparation, execution and delivery of,
        preservation of rights under, enforcement of, and, after a Default or
        Event of Default, refinancing, renegotiation or restructuring of, this
        Agreement and the other Credit Documents and the documents and
        instruments referred to therein, and any amendment, waiver or consent
        relating thereto (including, without limitation, the reasonable fees
        actually incurred and disbursements of counsel for the Administrative
        Agent), and in the case of enforcement of this Agreement or any Credit
        Document after an Event of Default, all such reasonable, out-of-pocket
        costs and expenses (including, without limitation, the reasonable fees
        actually incurred and disbursements of counsel), for any of the Lenders;

                        (ii)    subject, in the case of certain Taxes, to the
        applicable provisions of Section 3.07(b), pay and hold each Agent and
        the Lenders harmless from and against any and all present and future
        stamp, documentary, and other similar Taxes with respect to this
        Agreement, the Notes and any other Credit Documents, any Collateral, or
        any payments due thereunder, and save each of the Lenders harmless from
        and against any and all liabilities with respect to or resulting from
        any delay or omission to pay such Taxes;

                        (iii)   indemnify each Agent and each Lender, and their
        respective officers, directors, employees, representatives and agents
        from, and hold each of them harmless against, any and all costs, losses,
        liabilities, claims, damages or expenses incurred by any of them
        (whether or not any of them is designated a party thereto) (an
        "Indemnitee") arising out of or by reason of any investigation,
        litigation or other proceeding related to any actual or proposed use of
        the proceeds of any of the Loans or any Credit Party's entering into and
        performing of the Agreement, the Notes, or the other Credit Documents,
        including, without limitation, the reasonable fees actually incurred and
        disbursements of counsel (including foreign counsel) incurred in
        connection with any such investigation, litigation or other proceeding;
        provided, however, the Borrower shall not be obligated to indemnify any
        Indemnitee for any of the foregoing to the extent arising out of such
        Indemnitee's gross negligence or willful misconduct; and

                        (iv)    without limiting the indemnities set forth
        above, indemnify each Indemnitee for any and all expenses and costs
        (including without limitation, remedial, removal, response, abatement,
        cleanup, investigative, closure and monitoring costs), losses, claims
        (including claims for contribution or indemnity and including the cost
        of investigating or defending any claim and whether or not such claim is
        ultimately defeated, and whether such claim arose before, during or
        after any Credit Party's ownership, operation, possession or control of
        its business, property or facilities or before, on or after the date
        hereof, and including also any amounts paid incidental to any compromise
        or settlement by the Indemnitee or Indemnitees to the holders of any
        such claim), lawsuits, liabilities, obligations, actions, judgments,
        suits, disbursements, encumbrances, liens, damages (including without
        limitation damages for contamination or destruction of natural
        resources), penalties and fines of any kind or nature whatsoever
        (including without limitation in all cases the reasonable fees actually
        incurred, other charges and disbursements of counsel in connection
        therewith) incurred, suffered or sustained by that Indemnitee based
        upon, arising under or relating to Environmental Laws based on, arising
        out of or relating to in whole or in part, the existence or exercise


                                       68                    Term Loan Agreement
<PAGE>   75


        of any rights or remedies by any Indemnitee under this Agreement, any
        other Credit Document or any related documents.

If and to the extent that the obligations of the Borrower under this Section
10.04 are unenforceable for any reason, the Borrower hereby agrees to make the
maximum contribution to the payment and satisfaction of such obligations which
is permissible under applicable law.

                SECTION 10.05. RIGHT OF SETOFF. In addition to and not in
limitation of all rights of offset that any Lender or other holder of a Note may
have under applicable law, each Lender or other holder of a Note shall, upon the
occurrence of any Event of Default and whether or not such Lender or such holder
has made any demand or any Credit Party's obligations are matured, have the
right to appropriate and apply to the payment of any Credit Party's obligations
hereunder and under the other Credit Documents, and the Borrower, on behalf of
each Credit Party, hereby grants to each Lender and other holder of a Note a
continuing security interest in, all deposits of any Credit Party (general or
special, time or demand, provisional or final) then or thereafter held by and
other indebtedness or property then or thereafter owing by such Lender or other
holder to any Credit Party, whether or not related to this Agreement or any
transaction hereunder. Each Lender shall promptly notify the Borrower of any
offset hereunder.

                SECTION 10.06. BENEFIT OF AGREEMENT.

                (a)     This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the respective successors and assigns of the
parties hereto, provided that the Borrower may not assign or transfer any of its
interest hereunder without the prior written consent of each Lender.

                (b)     Any Lender may make, carry or transfer Loans at, to or
for the account of, any of its branch offices or the office of an Affiliate of
such Lender.

                (c)     Each Lender may assign all or a portion of its
interests, rights and obligations under this Agreement (including all or a
portion of any of its Commitments and the Loans at the time owing to it and the
Notes held by it) to any Eligible Assignee; provided, however, that (i) the
Administrative Agent and the Borrower must give their prior written consent to
such assignment (which consent shall not be unreasonably withheld or delayed)
unless such assignment is to another Lender or an Affiliate of a Lender or, in
the case of the Borrower, unless an Event of Default has occurred and is
continuing, (ii) the amount of the Commitments or Loans of the assigning Lender
subject to each assignment (determined as of the date the Assignment and
Acceptance with respect to such assignment is delivered to the Administrative
Agent) shall not be less than $5,000,000 (or, if less, the assigning Lender's
entire Commitment and Loans), and (iii) the parties to each such assignment
shall execute and deliver to the Administrative Agent an Assignment and
Acceptance, together with a Note or Notes subject to such assignment and, unless
such assignment is to an Affiliate of such Lender, a processing and recordation
fee of $3,000. The Borrower shall not be responsible for such processing and
recordation fee or any costs or expenses incurred by any Lender or the
Administrative Agent in connection with such assignment. From and after the
effective date specified in each Assignment and Acceptance, which effective date
shall be at least five (5) Business Days after the execution thereof, the
assignee thereunder shall be a party hereto and to the extent of the


                                       69                    Term Loan Agreement
<PAGE>   76


interest assigned by such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement. Notwithstanding the foregoing, the
assigning Lender must retain after the consummation of such Assignment and
Acceptance, a minimum aggregate amount of Commitments and the Loans, as the case
may be, of $5,000,000 (unless the Lender is assigning its entire Commitment and
Loans); provided, however, no such minimum amount shall be required with respect
to any such assignment made at any time there exists an Event of Default
hereunder. Within five (5) Business Days after receipt of the notice and the
Assignment and Acceptance, the Borrower, at its own expense, shall execute and
deliver to the Administrative Agent, in exchange for the surrendered Note or
Notes, a new Note or Notes to the order of such assignee in a principal amount
equal to the applicable Commitments or Loans assumed by it pursuant to such
Assignment and Acceptance and new Note or Notes to the assigning Lender in the
amount of its retained Commitment or Commitments or Loans. Such new Note or
Notes shall be in an aggregate principal amount equal to the aggregate principal
amount of such surrendered Note or Notes, shall be dated the date of the
surrendered Note or Notes which they replace, and shall otherwise be in
substantially the form attached hereto.

                (d)     Each Lender may, without the consent of the Borrower or
the Administrative Agent, sell participations to one or more banks or other
entities in all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitments and the Loans owing to it and the
Notes held by it); provided however, that (i) no Lender may sell a participation
in its aggregate Commitments (after giving effect to any permitted assignment
hereof) in an amount in excess of fifty percent (50%) of such aggregate
Commitments; provided, however, sales of participations to an Affiliate of such
Lender shall not be included in such calculation; provided, however, no such
maximum amount shall be applicable to any such participation sold at any time
there exists an Event of Default hereunder, (ii) such Lender's obligations under
this Agreement shall remain unchanged, (iii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
and (iv) the participating bank or other entity shall be entitled to all of the
benefits of Article III and Sections 6.07 and 10.05 of this Agreement as if it
were a Lender, (v) the Borrower and the Administrative Agent and other Lenders
shall continue to deal solely and directly with each Lender in connection with
such Lender's rights and obligations under this Agreement and the other Credit
Documents, and (vi) such Lender shall retain the sole right to enforce the
obligations of the Borrower relating to the Loans and to approve any amendment,
modification or waiver of any provisions of this Agreement except that such
Lender may agree with any participating bank or other entity that it will not,
without such participating bank's or other entity's consent, take any actions of
the types described in clauses (ii), (iii), (iv), (v) or (viii) of Section
10.02. Any Lender selling a participation hereunder shall provide prompt written
notice to the Borrower of the name of such participant.

                (e)     Any Lender or participant may, in connection with the
assignment or participation or proposed assignment or participation, pursuant to
this Section, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Borrower or the other Consolidated
Companies furnished to such Lender by or on behalf of the Borrower or any other
Consolidated Company. With respect to any disclosure of confidential,
non-public, proprietary information, such proposed assignee or participant shall
agree to use the information only for the purpose of making any necessary credit
judgments with respect to this credit facility and not to use the information in
any manner prohibited by any law, including


                                       70                    Term Loan Agreement
<PAGE>   77


without limitation, the securities laws of the United States. The proposed
participant or assignee shall agree not to disclose any of such information
except (i) to directors, employees, auditors or counsel to whom it is necessary
to show such information, each of whom shall be informed of the confidential
nature of the information, (ii) in any statement or testimony pursuant to a
subpoena or order by any court, governmental body or other agency asserting
jurisdiction over such entity, or as otherwise required by law (provided prior
notice is given to the Borrower and the Administrative Agent unless otherwise
prohibited by the subpoena, order or law), and (iii) upon the request or demand
of any regulatory agency or authority with proper jurisdiction. The proposed
participant or assignee, if it does not become a Lender or participant
hereunder, shall further agree to return all documents or other written material
and copies thereof received from any Lender, the Administrative Agent or the
Borrower relating to such confidential information unless otherwise properly
disposed of by such entity.

                (f) Any Lender may at any time assign all or any portion of its
rights in this Agreement and the Notes issued to it to a Federal Reserve Bank;
provided that no such assignment shall release the Lender from any of its
obligations hereunder.

                (g)     If (i) any Taxes referred to in Section 3.07(b) have
been levied or imposed so as to require withholdings or deductions by the
Borrower and payment by the Borrower of additional amounts to any Lender as a
result thereof, (ii) any Lender shall make demand for payment of increased costs
or reduced rate of return pursuant to Section 3.10 or any Lender determines that
LIBOR is unascertainable or illegal pursuant to Section 3.08 or Section 3.09, or
any Lender makes a claim for increased costs pursuant to Section 3.10, or (iii)
any Lender shall decline to consent to a modification or waiver of the terms of
this Agreement or the other Credit Documents requested by the Borrower, then and
in such event, upon request from the Borrower delivered to such Lender and the
Administrative Agent, such Lender shall assign, in accordance with the
provisions of Section 10.06(c), all of its rights and obligations under this
Agreement and the other Credit Documents to another Lender or an Eligible
Assignee selected by the Borrower, in consideration for the payment by such
assignee to the Lender of the principal of, and interest on, the outstanding
Loans accrued to the date of such assignment, and the assumption of such
Lender's Commitment hereunder, together with any and all other amounts owing to
such Lender under any provisions of this Agreement or the other Credit Documents
accrued to the date of such assignment; provided, however, that if the Borrower
shall exercise its rights under this Section 10.06 with respect to any Lender,
it shall exercise in a substantially identical manner such rights as to all
similarly affected Lenders.

                SECTION 10.07. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER
OF JURY TRIAL.

                (a)     EACH CREDIT DOCUMENT (EXCEPT AS OTHERWISE EXPRESSLY SET
FORTH IN A CREDIT DOCUMENT) WILL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH
PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE
OF NEW YORK).


                                       71                    Term Loan Agreement
<PAGE>   78


                (b)     ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT, THE NOTES OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS
OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE
BORROWER HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVE TRIAL BY JURY, AND THE BORROWER HEREBY IRREVOCABLY
WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING
OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH
RESPECTIVE JURISDICTIONS. TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY
ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS
(WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN
AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE
BORROWER HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE CREDIT DOCUMENTS. THE BORROWER
ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION
FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER CREDIT DOCUMENT TO
WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
ADMINISTRATIVE AGENT AND EACH LENDER ENTERING INTO THE CREDIT DOCUMENTS.

                (c)     THE BORROWER HEREBY IRREVOCABLY DESIGNATES UNITED STATES
CORPORATION COMPANY AS ITS DESIGNEE, APPOINTEE AND LOCAL AGENT TO RECEIVE, FOR
AND ON BEHALF OF THE BORROWER, SERVICE OF PROCESS IN SUCH RESPECTIVE
JURISDICTIONS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
OR THE NOTES OR ANY DOCUMENT RELATED THERETO. IT IS UNDERSTOOD THAT A COPY OF
SUCH PROCESS SERVED ON SUCH LOCAL AGENT WILL BE PROMPTLY FORWARDED BY SUCH LOCAL
AGENT AND BY THE SERVER OF SUCH PROCESS BY MAIL TO THE BORROWER AT ITS ADDRESS
SET FORTH IN SCHEDULE 10.01, BUT THE FAILURE OF THE BORROWER TO RECEIVE SUCH
COPY SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS. THE BORROWER
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWER AT ITS
SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.

                (d)     Nothing herein shall affect the right of the
Administrative Agent, any Lender, any holder of a Note or any Credit Party to
serve process in any other manner permitted


                                       72                    Term Loan Agreement
<PAGE>   79


by law or to commence legal proceedings or otherwise proceed against the
Borrower in any other jurisdiction.

                SECTION 10.08. INDEPENDENT NATURE OF LENDERS' RIGHTS. The
amounts payable at any time hereunder to each Lender shall be a separate and
independent debt, and each Lender shall be entitled to protect and enforce its
rights pursuant to this Agreement and its Notes, and it shall not be necessary
for any other Lender to be joined as an additional party in any proceeding for
such purpose.

                SECTION 10.09. COUNTERPARTS. This Agreement may be executed in
any number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.

                SECTION 10.10. EFFECTIVENESS; SURVIVAL.

                (a)     This Agreement shall become effective on the date on
which all of the parties hereto shall have signed a copy hereof (whether the
same or different copies) and shall have delivered the same to the
Administrative Agent pursuant to Section 10.01 or, in the case of the Lenders,
shall have given to the Administrative Agent written or telex notice (actually
received) that the same has been signed and mailed to them.

                (b)     The obligations of the Borrower under Sections 3.07(b),
3.10, 3.12, 3.13, 10.04 and 10.05 hereof shall survive the payment in full of
the Notes and all other Obligations. All representations and warranties made
herein, in the certificates, reports, notices, and other documents delivered
pursuant to this Agreement shall survive the execution and delivery of this
Agreement, the other Credit Documents, and such other agreements and documents,
the making of the Loans hereunder, and the execution and delivery of the Notes.

                SECTION 10.11. SEVERABILITY. In case any provision in or
obligation under this Agreement or the other Credit Documents shall be invalid,
illegal or unenforceable, in whole or in part, in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

                SECTION 10.12. INDEPENDENCE OF COVENANTS. All covenants
hereunder shall be given independent effect so that if a particular action or
condition is not permitted by any of such covenants, the fact that it would be
permitted by an exception to, or be otherwise within the limitation of, another
covenant, shall not avoid the occurrence of a Default or an Event of Default if
such action is taken or condition exists.

                SECTION 10.13. CHANGE IN ACCOUNTING PRINCIPLES, FISCAL YEAR OR
TAX LAWS. If (i) any preparation of the financial statements referred to in
Section 6.07 hereafter occasioned by the promulgation of rules, regulations,
pronouncements and opinions by or required by the Financial Accounting Standards
Board or the American Institute of Certified Public Accountants (or successors
thereto or agencies with similar functions) (other than changes mandated by FASB
106) result in a material change in the method of calculation of financial
covenants, standards or terms found in this Agreement, (ii) there is any change
in the Borrower's Fiscal


                                       73                    Term Loan Agreement
<PAGE>   80


Quarter or Fiscal Year, or (iii) there is a material change in federal tax laws
which materially affects any of the Consolidated Companies' ability to comply
with the financial covenants, standards or terms found in this Agreement or any
such event referred to in clause (i) through (iii) above no longer makes such
financial covenants, standards or terms comparable to those existing on the
Effective Date, the Borrower and the Required Lenders agree to enter into
negotiations in order to amend such provisions so as to equitably reflect such
changes with the desired result that the criteria for evaluating any of the
Consolidated Companies' financial condition shall be the same after such changes
as if such changes had not been made. Unless and until such provisions have been
so amended, the provisions of this Agreement shall govern.

                SECTION 10.14. HEADINGS DESCRIPTIVE; ENTIRE AGREEMENT. The
headings of the several sections and subsections of this Agreement are inserted
for convenience only and shall not in any way affect the meaning or construction
of any provision of this Agreement. This Agreement, the other Credit Documents,
and the agreements and documents required to be delivered pursuant to the terms
of this Agreement constitute the entire agreement among the parties hereto and
thereto regarding the subject matters hereof and thereof and supersede all prior
agreements, representations and understandings related to such subject matters.

                SECTION 10.15. REFERENCES TO EXISTING TERM LOAN AGREEMENTS. All
references to either of the Existing Loan Agreements in the "Credit Documents"
(as defined in the Existing Term Loan Agreements) or in any other documents
delivered in connection with the Existing Term Loan Agreements shall be deemed
to refer to this Agreement.


                                       74                    Term Loan Agreement
<PAGE>   81


                                   Schedule 1

                                   Commitments

<TABLE>
<CAPTION>
Lender                                                                        Commitment          Pro Rata Share
------                                                                        ----------          --------------
<S>                                                                          <C>                          <C>
The Bank of Nova Scotia                                                         $23,120,000.00               12.65%
Bank One, Michigan                                                              $10,370,000.00                5.67%
SunTrust Bank                                                                   $10,370,000.00                5.67%
Comerica Bank                                                                   $10,370,000.00                5.67%
KeyBank National Association                                                    $10,370,000.00                5.67%
Bankers Trust Company                                                           $12,750,000.00                6.98%
The Mitsubishi Trust & Banking Corporation                                      $12,750,000.00                6.98%
PNC Bank, National Association                                                  $12,750,000.00                6.98%
Fleet National Bank                                                              $8,500,000.00                4.65%
The Fuji Bank, Limited                                                           $8,500,000.00                4.65%
The Bank of New York                                                             $5,950,000.00                3.26%
Harris Trust and Savings Bank                                                    $5,950,000.00                3.26%
Michigan National Bank                                                          $25,500,000.00               13.95%
The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch                               $4,250,000.00                2.33%
Erste Bank Der Oesterreichischen Sparkassen AG,
New York Branch                                                                  $4,250,000.00                2.33%
Sumitomo Mitsui Banking Corporation                                             $17,000,000.00                9.30%
TOTAL                                                                          $182,750,000.00              100.00%
</TABLE>







                                                             Term Loan Agreement