<PAGE>   1




                                CREDIT AGREEMENT


                            Dated as of May 21, 1999

                                      AMONG

                               ZEMEX CORPORATION
                                       AND
                             ZEMEX U.S. CORPORATION,
                                  AS BORROWERS


                             BANK OF AMERICA CANADA
                               AS CANADIAN AGENT,

                         BANK OF AMERICA NATIONAL TRUST
                             AND SAVINGS ASSOCIATION
                                   AS US AGENT

                                       AND

                  THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO








<PAGE>   2


                               TABLE OF CONTENTS


<TABLE>
<S>    <C>                                                            <C>
                                   ARTICLE I
                                   DEFINITIONS

1.01   Certain Defined Terms........................................    1
1.02   Other Interpretive Provisions................................   20
1.03   Accounting Principles........................................   22

                                   ARTICLE II
                                   THE CREDIT

2.01   Amounts and Terms of Commitments.............................   22
2.02   Loan Accounts................................................   23
2.03   Procedure for Borrowing by Company...........................   23
2.04   Conversion and Continuation Elections........................   24
2.05   Procedure for Borrowing by US Borrower.......................   26
2.06   Conversion and Continuation Elections........................   27
2.07   Optional Prepayments.........................................   28
2.08   Repayment and Termination Date...............................   29
2.09   Extension Date...............................................   29
2.10   Interest.....................................................   30
2.11   Fees.........................................................   31
2.12   Computation of Fees and Interest.............................   31
2.13   Payments by a Borrower.......................................   32
2.14   Payments by the Banks to the Agents..........................   32
2.15   Sharing of Payments, Etc.....................................   33
2.16   Security and Guarantee.......................................   34
2.17   Allocation of Total Commitment...............................   34
2.18   Swing Line Facility..........................................   35

                                   ARTICLE III
                              THE LETTERS OF CREDIT

3.01   Letters of Credit............................................   37
3.02   Issuance, Amendment and Renewal of Letters of Credit.........   37
3.03   Payments, Risk Participations, Drawings and Reimbursements...   38
3.04   Repayment of Participations..................................   40
3.05   Obligations Absolute.........................................   40
3.06   Cash Collateral Pledge.......................................   41
</TABLE>


                                      -1-

<PAGE>   3


<TABLE>
<S>    <C>                                                            <C>


                                   ARTICLE IV
                     TAXES, YIELD PROTECTION AND ILLEGALITY

4.01   Taxes........................................................  41
4.02   Illegality...................................................  42
4.03   Increased Costs and Reduction of Return......................  43
4.04   Funding Losses...............................................  44
4.05   Inability to Determine Rates.................................  44
4.06   Certificates of Banks........................................  44
4.07   Survival.....................................................  45

                                   ARTICLE V
                              CONDITIONS PRECEDENT

5.01   Conditions of Initial Loans..................................  45
5.02   Conditions to All Borrowings.................................  48


                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

6.01   Corporate Existence and Power................................  49
6.02   Corporate Authorization; No Contravention....................  49
6.03   Governmental Authorization...................................  50
6.04   Binding Effect...............................................  50
6.05   Litigation...................................................  50
6.06   No Default...................................................  51
6.07   ERISA Compliance.............................................  51
6.08   Use of Proceeds; Margin Regulations..........................  51
6.09   Title to Properties..........................................  52
6.10   Taxes........................................................  52
6.11   Financial Condition..........................................  52
6.12   Environmental Matters........................................  52
6.13   Collateral Documents.........................................  53
6.14   Regulated Entities...........................................  53
6.15   No Burdensome Restrictions...................................  54
6.16   Copyrights, Patents, Trademarks and Licenses, etc............  54
6.17   Subsidiaries.................................................  54
6.18   Insurance....................................................  54
6.19   Solvency.....................................................  54
6.20   Full Disclosure..............................................  54
</TABLE>


                                      -2-

<PAGE>   4


<TABLE>
<S>    <C>                                                            <C>
                                  ARTICLE VII
                              AFFIRMATIVE COVENANTS

7.01   Financial Statements..........................................  55
7.02   Certificates; Other Information...............................  56
7.03   Notices.......................................................  56
7.04   Preservation of Corporate Existence, Etc .....................  58
7.05   Maintenance of Property.......................................  58
7.06   Insurance.....................................................  59
7.07   Payment of Obligations........................................  59
7.08   Compliance with Laws..........................................  59
7.09   Compliance with ERISA.........................................  60
7.10   Inspection of Property and Books and Records..................  60
7.11   Environmental Laws............................................  60
7.12   Use of Proceeds...............................................  61
7.13   Industrial Development Revenue Bond...........................  61
7.14   Further Assurances............................................  61


                                  ARTICLE VIII
                               NEGATIVE COVENANTS

8.01   Limitation on Liens...........................................  62
8.02   Disposition of Assets.........................................  63
8.03   Consolidations and Mergers ...................................  63
8.04   Permitted Loans...............................................  64
8.05   Limitation on Indebtedness....................................  64
8.06   Transactions with Affiliates..................................  64
8.07   Prohibited Use of Proceeds....................................  64
8.08   Operating Lease Obligations...................................  65
8.09   Sale Leaseback Transactions...................................  65
8.10   Restricted Payments...........................................  65
8.11   Change in Business............................................  65
8.12   Accounting Changes............................................  65
8.13   Asset Acquisition.............................................  65
8.14   Capital Expenditures..........................................  66
8.15   Permitted Investments........................................   66
8.16   Prohibited Investments.......................................   66
8.17   Minimum Net Worth............................................   66
8.18   Leverage Ratio...............................................   66
8.19   Interest Coverage Ratio......................................   66
8.20   Debt - Capitalization........................................   66
8.21   Year 2000....................................................   66
8.22   Private Placement Repayments.................................   66
8.23   Material Documents...........................................   67
</TABLE>

                                      -3-

<PAGE>   5


<TABLE>
<S>    <C>                                                            <C>
8.24   Excluded Subsidiaries.......................................   67
8.25   Maximum Acquisitions........................................   67

                                   ARTICLE IX
                                EVENTS OF DEFAULT

9.01   Event of Default............................................   67
9.02   Remedies....................................................   70
9.03   Rights Not .................................................   70

                                    ARTICLE X
                                    THE AGENT

10.01  Appointment and Authorization; "Agent"......................   70
10.02  Delegation of Duties........................................   71
10.03  Liability of Agent..........................................   71
10.04  Reliance by Agent...........................................   71
10.05  Notice of Default...........................................   72
10.06  Credit Decision.............................................   72
10.07  Indemnification of Agents...................................   73
10.08  Agents in Individual Capacity...............................   73
10.09  Successor Agent.............................................   73
10.10  Withholding Tax.............................................   74
10.11  Collateral Matters..........................................   74

                                   ARTICLE XI
                                  MISCELLANEOUS

11.01  Amendments and Waivers......................................   75
11.02  Notices.....................................................   76
11.03  No Waiver; Cumulative Remedies..............................   76
11.04  Costs and Expenses..........................................   76
11.05  Borrower Indemnification....................................   77
11.06  Marshaling; Payments Set Aside..............................   78
11.07  Successors and Assigns......................................   79
11.08  Assignments, Participations, etc............................   79
11.09  Confidentiality.............................................   80
11.10  Set-off.....................................................   81
11.11  Notification of Addresses, Lending Offices, Etc.............   81
11.12  Counterparts................................................   81
11.13  Severability................................................   81
11.14  No Third Parties Benefited..................................   82
11.15  Governing Law and Jurisdiction..............................   82
11.16  Entire Agreement............................................   82
</TABLE>


                                      -4-
<PAGE>   6

<TABLE>
<S>               <C>
                                    SCHEDULES

Schedule 1        Guarantors
Schedule 2        Inter-Company Notes
Schedule 2.01     Commitments
Schedule 5.01(i)  Environmental Assessments
Schedule 6.05     Litigation
Schedule 6.07     ERISA
Schedule 6.11     Permitted Liabilities
Schedule 6.12     Environmental Matters
Schedule 6.17     Subsidiaries and Minority Interests
Schedule 8.01     Permitted Liens
Schedule 8.05     Permitted Indebtedness and Contingent Obligations
Schedule 11.02    Lending Offices; Addresses for Notices

                                    EXHIBITS

Exhibit A         Form of Notice of Borrowing
Exhibit B         Form of Notice of Conversion/Continuation
Exhibit C         Form of Compliance Certificate
Exhibit D         Form of Assignment and Acceptance
Exhibit E         Form of Reallocation Notice
</TABLE>



<PAGE>   7




                                CREDIT AGREEMENT


     This CREDIT AGREEMENT is entered into as of May 21, 1999, among ZEMEX
CORPORATION, a corporation established under the federal laws of Canada (the
"Company") and ZEMEX U.S. CORPORATION, a corporation established under the laws
of Delaware (the "US Borrower") (the Company and US Borrower called the
"Borrowers") the several financial institutions from time to time party to this
Agreement (collectively, the "Banks"; individually, a "Bank"), Bank of America
Canada as agent for the Canadian Banks, Bank of America National Trust and
Savings Association as agent for the US Banks, and Bank of America Canada as
arranger.

     WHEREAS, the Borrowers have requested the Banks to provide certain credit
facilities to the Company and the US Borrower to provide funds for working
capital, short term liquidity and general corporate purposes, including
permitted Acquisitions;

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


                                    ARTICLE I
                                   DEFINITIONS

1.01 Certain Defined Terms. The following terms have the following meanings:

     "Acquisition" means any transaction or series of related transactions for
the purpose of or resulting, directly or indirectly, in (a) the acquisition of
all or substantially all of the assets of a Person, or of any business or
division of a Person, (b) the acquisition of in excess of 50% of the capital
stock, partnership interests, membership interests or equity of any Person, or
otherwise causing any Person to become a Subsidiary, or (c) a merger or
consolidation or any other combination with another Person (other than a Person
that is a Subsidiary) provided that the Company or the Subsidiary is the
surviving entity.

     "Acquisition of an Excluded Subsidiary" means any transaction or series of
related transactions for the purpose of or resulting, directly or indirectly, in
(a) the acquisition of in excess of 50% of the capital stock, partnership
interests, membership interests or equity of any Person, or otherwise causing
any Person to become an Excluded Subsidiary, or (b) a merger or consolidation or
any other combination with another Person (other than a Person that is a
Subsidiary) provided that the Excluded Subsidiary is the surviving entity.

     "Affiliate" means, as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person. A Person shall be deemed to control another Person for the purposes
of this definition if the controlling Person


<PAGE>   8

                                      -2-

possesses, directly or indirectly, the power to direct or cause the direction of
the management and policies of the other Person, whether through the ownership
of voting securities, membership interests, by contract, or otherwise. In the
case of a Borrower, "Affiliate" shall be deemed to include any Excluded
Subsidiaries.

     "Agents" means BACAN in its capacity as Canadian Agent for the Canadian
Banks hereunder, and BofA in its capacity as US Agent for the US Banks
hereunder, as well as any successor agents arising under Section 10.09.

     "Agent Related Persons" means BACAN or BofA, as the case may be and any
successor agent arising under Section 10.09, together with their respective
Affiliates and the officers, directors, employees, agents and attorneys-in-fact
of such Persons and Affiliates.

     "Agent's Payment Office" means (a) in respect of payments made by the
Company, the address for payments set forth on Schedule 11.02 - Part I or such
other address as the Canadian Agent may from time to time specify, and (b) in
respect of payments made by the US Borrower, the address for payments set forth
on Schedule 11.02 - Part II or such other address as the US Agent may from time
to time specify.

     "Agreement" means this Credit Agreement and all Schedules attached hereto.

     "Applicable Margin" for Loans (other than Letters of Credit) and L/C Fee
calculation means

<TABLE>
<CAPTION>
    Leverage                       LIBOR, B/A Rate                Prime and Base
    Ratio                          Loans and L/Cs                 Rate Loans
    -----                          --------------                 ----------
   <S>                           <C>                            <C>
    Under 2.75                     1.625%                         .625%

    From and including
    2.75 to less
    than 3.00                      1.75%                          .75%

    3.00 or more                   1.875%                         .875%
</TABLE>

     "Arranger" means BACAN.

     "Assignee" has the meaning specified in subsection 11.08(a).

     "Assignment and Postponement Agreement" means each assignment and
postponement agreement delivered by each of the holders of an Inter-Company Note
(as listed on Schedule 2 hereto) in favour of the Canadian Agent for and on
behalf of the Banks.


<PAGE>   9

                                      -3-

     "Attorney Costs" means and includes all reasonable fees and disbursements
of any law firm or other external counsel.

     "BofA" means Bank of America National Trust and Savings Association, a US
national banking association.

     "BACAN" means Bank of America Canada.

     "Bank" means the institutions specified in the introductory clause hereto.

     "B/A Rate" means, for the Interest Period of each BA Equivalent Loan, the
rate of interest per annum equal to the annual rate of interest quoted at 11:00
a.m. (Toronto time) on the Business Day which is the first day of such Interest
Period by the Canadian Agent as being its rate of interest for bankers'
acceptances in Canadian Dollars for a face amount similar to the amount of the
applicable BA Equivalent Loan and for a term similar to the applicable Interest
Period.

     "B/A Equivalent Loan" means a Canadian Loan that bears interest at the B/A
Rate plus the Applicable Margin.

     "Base Rate" means:

     (a)  in the case of Base Rate Loans to the US Borrower, for any day, the
          higher of: (i) 0.50% per annum above the latest Federal Funds Rate;
          and (ii) the rate of interest in effect for such day as publicly
          announced from time to time by BofA in San Francisco, California, as
          its "reference rate." (The "reference rate" is a rate set by BofA
          based upon various factors including BofA's costs and desired return,
          general economic conditions and other factors, and is used as a
          reference point for pricing some loans, which may be priced at, above,
          or below such announced rate.) Any change in the reference rate
          announced by BofA shall take effect at the opening of business on the
          day specified in the public announcement of such change; and

     (b)  in the case of Base Rate Loans to the Company for any day, the
          variable rate of interest expressed as a percentage per annum,
          determined, approved and adjusted by the Canadian Agent from time to
          time as a reference rate for commercial loans made by the Canadian
          Agent in Canada in Dollars.

     "Base Rate Loan" means a Loan or an L/C Loan that bears interest at the
applicable Base Rate plus the Applicable Margin.

     "Borrower" means either the Company or the US Borrower, as the case may be.


<PAGE>   10

                                      -4-

     "Borrowing Date" means any date on which a Borrowing occurs under Section
2.03 or 2.05.

     "Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks in Toronto, Atlanta or San Francisco are authorized or
required by law to close, and if the applicable Business Day relates to any
LIBOR Loans, means such day on which dealings are carried on in the London
interbank market.

     "Canadian Agent" means BACAN.

     "Cdn.$" or "Canadian Dollar" each mean lawful money of Canada.

     "Canadian Loan" means a Loan in Canadian Dollars or US Dollars hereunder by
the Company from the Canadian Banks, including those Loans referenced in Section
2.01(a).

     "Canadian Banks" means those Schedule I or Schedule II Banks to which the
Bank Act (Canada) applies and which agree to make Loans to the Company.

     "Capital Adequacy Regulation" means any guideline, request or directive of
any central bank or other Governmental Authority, or any other law, rule or
regulation, whether or not having the force of law, in each case, regarding
capital adequacy of any bank or of any corporation controlling a bank.

     "Capital Expenditures" means, for any period and with respect to any
Person, the aggregate of all expenditures by such Person and its Subsidiaries,
the acquisition or leasing of fixed or capital assets or additions to equipment
(including replacements, capitalized repairs and improvements during such
period) which are required to be capitalized under GAAP on a consolidated
balance sheet of such a Person and its Subsidiaries.

     "Capitalization" means the resultant amount of the Net Worth of the Company
(excluding any calculation or allowance for Excluded Subsidiaries) plus the
Company's Indebtedness on a consolidated basis (excluding any Indebtedness of
Excluded Subsidiaries).

     "Cash Collateralize" means to pledge and deposit with or deliver to the
Agent, for the benefit of the Agents and the Banks, as additional collateral for
the L/C Obligations, cash or deposit account balances pursuant to documentation
in form and substance satisfactory to the Agent and the Issuing Banks (which
documents are hereby consented to by the Banks).

     "Change of Control" means

          (a)  with respect to the Company, a successful takeover bid made for
               the Company, as that term is used in the Ontario Securities Act,
               resulting in


<PAGE>   11


                                      -5-

               ownership by any one Person of over 50% of the Company's issued
               and outstanding shares,

          (b)  with respect to the US Borrower, the Company ceasing to
               beneficially own all of the capital stock of the US Borrower;
               and,

          (c)  with respect to a Guarantor, the US Borrower ceasing, directly or
               indirectly to beneficially own all of the capital stock of such
               Guarantor.

     "Closing Date" means May 26, 1999 or such other date as the parties hereto
may agree.

     "Code" means the Internal Revenue Code of 1986, and regulations promulgated
thereunder.

     "Collateral" means all property and interests in property and proceeds
thereof now owned or hereafter acquired by the Company, the US Borrower, or any
Guarantor and their respective Subsidiaries in or upon which a Lien now or
hereafter exists in favour of the Banks, or an Agent on behalf of the Banks,
whether under this Agreement or under any of the Collateral Documents executed
by any such Person and delivered to the Agents or the Banks.

     "Collateral Documents" means, collectively, (a) the Security Agreements,
the Pledge Agreements, the Inter-Creditor Agreement, the Guarantees, the
Assignment and Postponement Agreements and all other security agreements,
mortgages, deeds of trust, patent and trademark assignments, lease assignments,
guarantees and other similar agreements between a Borrower or any Subsidiary or
any Guarantor and the Banks or an Agent for the benefit of the Banks now or
hereafter delivered to the Banks or the Agents pursuant to or in connection with
the transactions contemplated hereby, and all financing statements (or
comparable documents now or hereafter filed in accordance with the PPSA, UCC or
comparable law) against a Borrower or any Subsidiary or any Guarantor as debtor
in favour of the Banks or an Agent for the benefit of the Banks as secured
party, and (b) any amendments, supplements, modifications, renewals,
replacements, consolidations, substitutions and extensions of any of the
foregoing.

     "Commitment", as to each Bank, has the meaning specified in Section 2.01.

     "Company" means Zemex Corporation, a company continued under the federal
laws of Canada.

     "Compliance Certificate" means a certificate substantially in the form of
Exhibit C.

     "Consolidated Funded Debt" means at any time in respect of the Company on a
consolidated basis (excluding any calculation or allowance for Excluded
Subsidiaries) the sum of (i) all indebtedness for borrowed money; (ii) all
obligations evidenced by notes, bonds,


<PAGE>   12

                                      -6-

debentures or similar instruments, including obligations so evidenced incurred
in connection with the acquisition of property, assets or businesses; (iii) all
obligations with respect to capital leases; (iv) all indebtedness referred to in
clauses (i) through (iii) above secured by (or for which the holder of such
indebtedness has an existing right, contingent or otherwise, to be secured by)
any lien upon or in property (including accounts and contract rights) owned by
such Person, even though such Person has not assumed or become liable for the
payment of such indebtedness; and (v) any Redeemable Preferred Shares.

     "Consolidated Interest Expense" means, for any period, gross consolidated
interest expense for the period (including all commissions, discounts, fees and
other charges in connection with stand-by letters of credit and similar
instruments) for the Company on a consolidated basis (excluding any calculation
or allowance for Excluded Subsidiaries), as determined in accordance with GAAP.

     "Consolidated Tangible Net Worth" means the consolidated shareholders'
equity of the Company and its Subsidiaries (excluding any calculation or
allowance for Excluded Subsidiaries) as shown on the consolidated balance sheet
of the Company in accordance with GAAP, less the aggregate of (a) any amount
attributable to goodwill, trademarks, copyrights, deferred assets and other
similar intangible assets of the Company and Subsidiaries, all in accordance
with GAAP; and (b) any Redeemable Preferred Shares.

     "Contingent Obligation" means, as to any Person, any direct or indirect
liability of that Person, whether or not contingent, with or without recourse,
(a) with respect to any Indebtedness, lease, dividend, letter of credit or other
obligation (the "primary obligations") of another Person (the "primary
obligor"), including any obligation of that Person (i) to purchase, repurchase
or otherwise acquire such primary obligations or any security therefor, (ii) to
advance or provide funds for the payment or discharge of any such primary
obligation, or to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency or any balance sheet
item, level of income or financial condition of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation, or (iv) otherwise to assure or hold
harmless the holder of any such primary obligation against loss in respect
thereof (each, a "Guarantee Obligation"); (b) with respect to any Surety
Instrument issued for the account of that Person or as to which that Person is
otherwise liable for reimbursement of drawings or payments; or (c) to purchase
any materials, supplies or other property from, or to obtain the services of,
another Person if the relevant contract or other related document or obligation
requires that payment for such materials, supplies or other property, or for
such services, shall be made regardless of whether delivery of such materials,
supplies or other property is ever made or tendered, or such services are ever
performed or tendered.

     "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement, undertaking, contract,
indenture, mortgage, deed of trust or


<PAGE>   13

                                      -7-

other instrument, document or agreement to which such Person is a party or by
which it or any of its property is bound.

     "Conversion/Continuation Date" means any date on which, under Section 2.04
or 2.06, the Company or the US Borrower, as the case may be (a) converts Loans
of one Type to another Type, or (b) continues Loans having Interest Periods
expiring on such date as Loans of the same Type, but with a new Interest Period.

     "Credit Extension" means and includes the making of all Loans hereunder.

     "Credit" means the revolving credit facility of up to $20 million (or the
Canadian Dollar equivalent) established by the Banks in favour of the Borrowers.

     "Default" means any event or circumstance which, with the giving of notice,
the lapse of time, or both, would (if not cured or otherwise remedied during
such time) constitute an Event of Default.

     "Disposition" means (a) the sale, lease, conveyance or other disposition of
property, other than sales, leases, conveyances or other dispositions expressly
permitted under this Agreement or the Collateral Documents, and (b) the sale or
transfer by the Company or any Subsidiary of any shares in the capital of any
Subsidiary held by such transferor Person.

     "Dollars", "dollars" and "$" each mean lawful money of the United States.

     "EBITDA" means, for any period, the Net Income of the Company and its
Subsidiaries on a consolidated basis (excluding any calculation or allowance for
Excluded Subsidiaries), determined in accordance with GAAP; plus, to the extent
deducted in the computation of Net Income for such period, (a) Consolidated
Interest Expense; (b) income or franchise taxes paid or accrued; and (c)
amortization, depreciation, depletion and other non-cash expenses of the Company
and the Subsidiaries; provided however that Net Income shall be computed for
these purposes without giving effect to any non-cash, non-recurring
extraordinary losses or special charges or extraordinary or special gains.

     "Eligible Assignee" means (a) a bank, financial institution, finance
company or commercial lender referred to in Schedule I or II of the Bank Act
(Canada), (b) a commercial bank organized under the laws of the United States,
or any state thereof, and having a combined capital and surplus of at least
$100,000,000; (c) a commercial bank organized under the laws of any other
country which is a member of the Organization for Economic Cooperation and
Development (the "OECD"), or a political subdivision of any such country, and
having a combined capital and surplus of at least $100,000,000, provided that
such bank is acting through a branch or agency located in the country in which
it is organized or another country which is also a member of the OECD or (d) a
Person that is primarily engaged in the business of commercial banking and that


<PAGE>   14

                                      -8-

is (i) a Subsidiary of a Bank, (ii) a Subsidiary of a Person of which a Bank is
a Subsidiary, or (iii) a Person of which a Bank is a Subsidiary.

     "Environmental Claims" means all claims, however asserted, against a
Borrower, a Guarantor or Excluded Subsidiary by any Governmental Authority or
other Person alleging potential liability or responsibility for violation of any
Environmental Law, or for release or injury to the environment or threat to
public health, personal injury (including sickness, disease or death), property
damage, natural resources damage, or otherwise alleging liability or
responsibility for damages (punitive or otherwise), cleanup, removal, remedial
or response costs, restitution, civil or criminal penalties, injunctive relief,
or other type of relief, resulting from or based upon the presence, placement,
discharge, emission or release (including intentional and unintentional,
negligent and non-negligent, sudden or non-sudden, accidental or non-accidental,
placement, spills, leaks, discharges, emissions or releases) of any Hazardous
Material at, in, or from property of the Borrower, the Guarantors or the
Excluded Subsidiary, whether or not owned by the Borrowers, the Excluded
Subsidiary or the Guarantors.

     "Environmental Laws" means all federal, state, provincial or local laws,
statutes, common law duties, rules, regulations, ordinances and codes, together
with all administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental
Authorities, in each case relating to environmental, health, safety and land use
matters.

     "Equivalent Amount" means, on any date, the amount of Canadian Dollars or
US Dollars, as the case may be, which can be purchased with the specified amount
of US Dollars or Canadian Dollars, as the case may be, at the applicable
Exchange Rate on that date.

     "ERISA" means the Employee Retirement Income Security Act of 1974, and
regulations promulgated thereunder.

     "ERISA Affiliate" means any trade or business (whether or not incorporated)
under common control with the US Borrower within the meaning of Section 414(b)
or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of
provisions relating to Section 412 of the Code).

     "ERISA Event" means (a) a Reportable Event with respect to a Pension Plan;
(b) a withdrawal by the US Borrower or any ERISA Affiliate from a Pension Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations which is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the US Borrower or any ERISA
Affiliate from a Multi-employer Plan or notification that a Multi-employer Plan
is in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Section 4041 or 4041A of
ERISA, or the commencement of proceedings


<PAGE>   15

                                       -9-

by the PBGC to terminate a Pension Plan or Multi-employer Plan; (e) an event or
condition which might reasonably be expected to constitute grounds under Section
4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan or Multi-employer Plan; or (f) the imposition of
any liability under Title IV of ERISA, other than PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon the US Borrower or any ERISA
Affiliate.

     "Estimated Remediation Costs" means all costs associated with performing
work to remedy contamination of real property or groundwater, including
engineering and other professional fees and expenses, costs to remove, transport
and dispose of contaminated soil, costs to "cap" or otherwise contain
contaminated soil, and costs to pump and treat water and monitor water quality.

     "Event of Default" means any of the events or circumstances specified in
Section 9.01.

     "Event of Loss" means, with respect to any property, any of the following:
(a) any loss, destruction or damage of such property; (b) any pending or
threatened institution of any proceedings for the condemnation or seizure of
such property or for the exercise of any right of eminent domain; or (c) any
actual condemnation, seizure or taking, by exercise of the power of eminent
domain or otherwise, of such property, or confiscation of such property or the
requisition of the use of such property.

     "Exchange Act" means the Securities Exchange Act of 1934, and regulations
promulgated thereunder.

     "Exchange Rate" means on any date, for any conversion of Dollars into
Canadian Dollars, or vice versa, the applicable spot buying rate of Canadian
Dollars or Dollars, as the case may be, reported by the Bank of Canada at its
daily official noon (Toronto time) spot rate of exchange on such date if it is a
Business Day or on the immediately preceding Business Day if such day is not a
Business Day.

     "Excluded Subsidiary" means any corporation, association, partnership,
limited liability company, joint venture or other business entity (an "Entity")
owned or controlled directly or indirectly by a Borrower or any Subsidiary
wherein recourse to any obligations of the Entity are limited solely to the
property of such Entity and not otherwise to the Borrower, any Subsidiary or any
Collateral, notice of which is given to the Agents and the Banks pursuant to
section 7.03(g). Subject to consent from the Agents and the Banks, and subject
to notice being given to the Agents and the Banks pursuant to Section 7.03(h), a
Borrower may convert an Excluded Subsidiary to a Subsidiary.

     "Extension Date" has the meaning specified in Section 2.09 of this
Agreement.



<PAGE>   16

                                      -10-

     "FDIC" means the Federal Deposit Insurance Corporation, and any
Governmental Authority succeeding to any of its principal functions.

     "Federal Funds Rate" means, for any day, the rate set forth in the weekly
statistical release designated as H.15(519), or any successor publication,
published by the Federal Reserve Bank of New York (including any such successor,
"H.15(519)") on the preceding Business Day opposite the caption "Federal Funds
(Effective)"; or, if for any relevant day such rate is not so published on any
such preceding Business Day, the rate for such day will be the arithmetic mean
as determined by BofA of the rates for the last transaction in overnight Federal
funds arranged prior to 9:00 a.m. (New York City time) on that day by each of
three leading brokers of Federal funds transactions in New York City selected by
BofA.

     "Fee Letters" has the meaning specified in subsection 2.11(a).

     "FRB" means the Board of Governors of the Federal Reserve System, and any
Governmental Authority succeeding to any of its principal functions.

     "Further Taxes" means any and all present or future taxes, levies,
assessments, imposts, duties, deductions, fees, withholdings or similar charges
(including, without limitation, net income taxes and franchise taxes), and all
liabilities with respect thereto, imposed by any jurisdiction on account of
amounts payable or paid pursuant to Section 4.01.

     "GAAP" means generally accepted accounting principles which are in effect
from time to time in Canada, as published in the handbook of the Canadian
Institute of Chartered Accountants.

     "Governmental Authority" means any nation or government, any provincial,
state, or other political subdivision thereof, any central bank (or similar
monetary or regulatory authority) thereof, any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

     "Guarantee" means each guarantee delivered by each Guarantor to the
Canadian Agent for and on behalf of the Banks, guaranteeing the Obligations.

     "Guarantor" means each of the Company, the US Borrower and the companies
listed on Schedule 1 hereto.

     "Guaranteed Obligation" has the meaning specified in the definition of
"Contingent Obligation."

     "Hazardous Materials" means all those substances that are regulated by, or
which may form the basis of liability under, any Environmental Law, including
any substance identified under any Environmental Law as a pollutant,
contaminant, hazardous waste, hazardous constituent,


<PAGE>   17

                                      -11-

special waste, hazardous substance, hazardous material, or toxic substance, or
petroleum or petroleum derived substance or waste.

     "Indebtedness" of any Person means, without duplication, (a) all
indebtedness for borrowed money; (b) all obligations issued, undertaken or
assumed as the deferred purchase price of property or services (other than trade
payables entered into in the ordinary course of business on ordinary terms); (c)
all non-contingent reimbursement or payment obligations with respect to Surety
Instruments; (d) all Contingent Obligations; (e) all obligations evidenced by
notes, bonds, debentures or similar instruments, including obligations so
evidenced incurred in connection with the acquisition of property, assets or
businesses; (f) all indebtedness created or arising under any conditional sale
or other title retention agreement, or incurred as financing, in either case
with respect to property acquired by the Person (even though the rights and
remedies of the seller or bank under such agreement in the event of default are
limited to repossession or sale of such property); (g) all obligations with
respect to capital leases; (h) all indebtedness referred to in clauses (a)
through (g) above secured by (or for which the holder of such Indebtedness has
an existing right, contingent or otherwise, to be secured by) any Lien upon or
in property (including accounts and contracts rights) owned by such Person, even
though such Person has not assumed or become liable for the payment of such
Indebtedness; and (i) all Guaranteed Obligations in respect of indebtedness or
obligations of others of the kinds referred to in clauses (a) through (h) above.
For all purposes of this Agreement, the Indebtedness of any Person shall include
all recourse Indebtedness of any partnership or joint venture or limited
liability company in which such Person is a general partner or a joint venturer
or a member.

     "Indemnified Liabilities" has the meaning specified in Section 11.05.

     "Indemnified Person" has the meaning specified in Section 11.05.

     "Independent Auditor" has the meaning specified in subsection 7.01(a).

     "Initial Term" has the meaning specified in Section 2.08 of this Agreement.

     "Inmet Securities" means all of the shares and share purchase warrants of
Inmet Mining Corporation now or hereafter owned by the US Borrower and/or the
Company.

     "Insolvency Proceeding" means, with respect to any Person, (a) any case,
action or proceeding with respect to such Person before any court or other
Governmental Authority relating to bankruptcy, reorganization, insolvency,
liquidation, receivership, dissolution, winding-up or relief of debtors, or (b)
any general assignment for the benefit of creditors, composition, marshaling of
assets for creditors, or other, similar arrangement in respect of its creditors
generally or any substantial portion of its creditors; undertaken under the
Canadian provincial or federal laws, or under US federal, state or foreign law.


<PAGE>   18

                                      -12-

     "Insolvent" means, when used in reference to any Borrower or Subsidiary,
that such Person shall suffer, or there shall have occurred with respect to such
Person, one or more of the following events:

     (a)  such Person shall generally not pay its debts as they become due; or

     (b)  such Person shall admit in writing its inability to pay its debts
          generally, or shall make a general assignment for the benefit of
          creditors; or

     (c)  a receiver shall be appointed for such Person or any substantial part
          of its property; or

     (d)  any proceeding shall be instituted by or against such Person seeking
          to adjudicate it as bankrupt or insolvent, or seeking liquidation,
          winding-up, reorganization, arrangement, adjustment, protection,
          relief or composition of it or its debts under any law relating to
          bankruptcy, insolvency, reorganization or relief of debtors, or
          seeking the entry of an order for relief by the appointment of a
          receiver, trustee, custodian or other similar official for it or any
          substantial part of its property, where any such proceeding has not
          been stayed or dismissed within 45 days of a receiver, trustee,
          custodian or other similar official being appointed for it or any
          substantial part of its property; or

     (e)  such Person takes any corporate action to authorize any of the actions
          described in clauses (a) to (d).

     "Inter-Company Notes" means those notes or evidence of indebtedness issued
by the Company, the US Borrower or any of their respective Subsidiaries in
favour of the Company, the US Borrower or a Subsidiary as the case may be, as
listed on Schedule 2 hereto.

     "Inter-Creditor Agreement" means the inter-creditor agreement dated May 21,
1999 between the Agents, for and on behalf of the Banks, the Company, and those
certain US noteholders holding the Senior Secured Notes.

     "Interest Coverage Ratio" means, at any date, the ratio of (a) EBITDA for
the immediately preceding four quarters to (b) Consolidated Interest Expense for
the immediately preceding four consecutive fiscal quarters for which the Banks
and the Agents have received financial statements in compliance with Section
7.01.

     "Interest Payment Date" means, (a) as to any LIBOR Loan or B/A Equivalent
Loan, the earlier of (i) 90 days from the Borrowing Date or previous Interest
Payment Date, and (ii) the last day of each Interest Period applicable to such
LIBOR Loan or B/A Equivalent Loan and, (b)


<PAGE>   19

                                      -13-

as to any Base Rate Loan or Prime Rate Loan, the last Business Day of each
calendar quarter and, in each case, on the Termination Date.

     "Interest Period" means, as to any LIBOR Loan, the LIBOR Period, and as to
any B/A Equivalent Loan, the period commencing on the Borrowing Date of such
Loan or on the Conversion/Continuation Date on which the Loan is converted into
or continued as a B/A Equivalent Loan, and ending on the date one, two, three or
six months thereafter as selected by the Company, in each case as may be
applicable in a Notice of Borrowing or Notice of Conversion/Continuation,
provided that:

     (i)  if any Interest Period would otherwise end on a day that is not a
          Business Day, that Interest Period shall be extended to the following
          Business Day unless the result of such extension would be to carry
          such Interest Period into another calendar month, in which event such
          Interest Period shall end on the preceding Business Day;

     (ii) any Interest Period that begins on the last Business Day of a calendar
          month (or on a day for which there is no numerically corresponding day
          in the calendar month at the end of such Interest Period) shall end on
          the last Business Day of the calendar month at the end of such
          Interest Period.

     "IRS" means the Internal Revenue Service, and any Governmental Authority
succeeding to any of its principal functions under the Code.

     "Issue" means with respect to any L/C, to issue or to extend the expiry of,
or to renew or increase the amount of, such L/C and the terms "Issued",
"Issuing" and "Issuance" have corresponding meanings.

     "Issuing Bank" means BACAN, or any other Canadian Bank that may agree to
become an Issuing Bank hereunder, in its capacity as issuer of one or more L/Cs
denominated in Cdn.$ and BofA, or any other US Bank that may agree to become an
Issuing Bank hereunder, in its capacity as issuer of one or more L/Cs
denominated in US$, or any other Bank from time to time that may be a party to
this Agreement and agrees to be an Issuing Bank.

     "Lending Office" means, as to any Bank, the office or offices of such Bank
specified as its "Lending Office" or "Domestic Lending Office" as the case may
be, on Schedule 11.02, or such other office or offices as the Bank may from time
to time notify the Company, the US Borrower and the Agents.

     "LIBO Rate" means, for any LIBOR Period the sum of:

     (a)  either


<PAGE>   20

                                      -14-

          (i)  the rate of interest per annum on the basis of a 360 day year for
               deposits in Dollars in the London interbank market in the
               approximate amount of the Loan to be made or continued as, or
               converted into, a LIBOR Loan rounded up to the nearest 1/100th%
               and having a maturity comparable to such Interest Period that
               appears on the Telerate Page 3750 (or any successor source from
               time to time) as of 11:00 a.m. (London time) two Business Days
               prior to the commencement of such LIBOR Period, or

          (ii) if no such rate as contemplated in (i) appears, the simple
               average of the interest rates expressed as a percentage per annum
               on the basis of a 360 day year at which deposits in Dollars are
               offered to the principal offices of each of the Canadian Banks in
               London, England in the London Interbank market at 11:00 a.m.
               (London time) two Business Days prior to the commencement of such
               LIBOR Period and in an amount equal to the amount of the Loan to
               be made or continued as, or converted into a LIBOR Loan, rounded
               up to the nearest 1/100th% per annum, and

     (b)  the Applicable Margin.

     "LIBOR Loan" means an advance in US Dollars bearing interest based on the
LIBO Rate.

     "LIBOR Period" means the 1, 2, 3 or 6 month period selected by a Borrower
for a LIBOR Loan.

     "L/C" or "Letter of Credit" means a commercial letter of credit or stand-by
letter of credit in a form satisfactory to an Issuing Bank issued by an Issuing
Bank at the request of a Borrower in favour of a third party to secure the
payment or performance of an obligation of the Borrower to the third party.

     "L/C Fee" means the Applicable Margin payable per annum upon the issuance
or renewal of each L/C calculated based on the face amount of each L/C issued by
the applicable Issuing Bank.

     "L/C Issuance Fee" means an issuance fee in the amount of .125% per annum
payable upon the issuance or renewal of each L/C (subject to a minimum fee of
$250 Canadian or US, depending on the denomination of the L/C) calculated based
on the face amount of each L/C issued by the applicable Issuing Bank.

     "L/C Advance" means each Bank's Pro Rata Share in any L/C Loan.



<PAGE>   21


                                      -15-

     "L/C Amendment Application" means an application form for amendment of
outstanding stand-by or documentary letters of credit and shall at any time be
in use by the Issuing Bank as the Issuing Bank shall request.

     "L/C Application" means an application form for issuance of Letters of
Credit as shall at any time be in use by the Issuing Bank, as the Issuing Bank
shall request.

     "L/C Loan" means an extension of credit resulting from a Borrowing under
any L/C which shall not have been reimbursed on the date when made nor converted
into another Borrowing.

     "L/C Obligations" means at any time the sum of (a) the aggregate undrawn
amount of all L/Cs then outstanding plus (b) the amount of all unreimbursed
drawings under all L/Cs, including all outstanding L/C Loans.

     "Leverage Ratio" means at any date, the ratio of (a) Consolidated Funded
Debt to (b) the sum of EBITDA for the immediately preceding four consecutive
full fiscal quarters then ending and for which the Banks and the Agents have
received financial statements in compliance with Section 7.01.

     "Lien" means any security interest, mortgage, deed of trust, pledge,
hypothecation, assignment, charge or deposit arrangement, encumbrance, lien
(statutory or other) or other arrangement of any kind or nature whatsoever in
respect of any property that in substance secures payment or performance of any
obligation (including those created by, arising under or evidenced by any
conditional sale or other title retention agreement, the interest of a lessor
under a capital lease, any financing lease having substantially the same
economic effect as any of the foregoing, or the filing of any financing
statement naming the owner of the asset to which such lien relates as debtor,
under the PPSA or UCC or any comparable law) but not including the interest of a
lessor under an operating lease.

     "Loan" means an extension of credit by a Bank to a Borrower under Article
II or III, and may be a Base Rate Loan, Prime Rate Loan, B/A Equivalent Loan,
LIBOR Loan, Swing Line Loan or issuance of L/Cs (each, a "Type" of Loan).

     "Loan Documents" means this Agreement, the Collateral Documents, the Fee
Letters, and all other documents delivered to the Agents or any Bank in
connection with the transactions contemplated by this Agreement.

     "Majority Banks" means at any time Banks then holding at least 66 2/3% of
the then aggregate unpaid principal amount of the Loans, or, if no such
principal amount is then outstanding, at least two Banks then having at least 66
2/3% of the Commitments.



<PAGE>   22

                                      -16-

     "Margin Stock" means "margin stock" as such term is defined in Regulation
G, T, U or X of the FRB.

     "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, condition
(financial or otherwise) or prospects of the Company or the Company and its
Subsidiaries taken as a whole; (b) a material impairment of the ability of the
Company and the Subsidiaries taken as a whole to perform under the Loan
Documents, or (c) a material adverse effect upon (i) the legality, validity,
binding effect or enforceability against the Company or any Subsidiary of any
Loan Document, or (ii) the perfection or priority of any Lien granted under any
of the Collateral Documents.

     "Material Documents" means this Agreement, the Inter-Creditor Agreement,
the note purchase agreement dated as of May 21, 1999 made between the US
Borrower and purchasers of the Senior Secured Notes as identified therein, and
all guarantees and security documents in favour of the holders of the Senior
Secured Notes.

     "Mortgage" means any deed of trust, mortgage, leasehold mortgage,
assignment of rents or other document creating a Lien on real property or any
interest in real property.

     "Mortgaged Property" means all property of the Borrower or of the
Guarantors which is subject to a Lien pursuant to a Mortgage.

     "Multi-employer Plan" means a "multi-employer plan", within the meaning of
Section 4001(a)(3) of ERISA, to which the US Borrower or any ERISA Affiliate
makes, is making, or is obligated to make contributions or, during the preceding
three calendar years, has made, or been obligated to make, contributions.

     "Net Income" shall mean for any period, the net income (or loss) of the
Company on a consolidated basis (excluding any calculation or allowance for
Exclude Subsidiaries) for such period taken as a single accounting period
determined in conformity with GAAP, provided that there shall be excluded (i)
the income (or loss) of any entity accrued prior to the date it becomes a
Subsidiary or is merged into or consolidated with the Company or any Subsidiary
or on which its assets are required by the Company or any Subsidiary, (ii) the
net income (loss) of any Person which is not a Subsidiary except to the extent
of the amount of cash dividends or distributions paid to the Company or to a
Subsidiary; and (iii) the income of any Subsidiary to the extent that the
declaration or payment of dividends or similar distributions by the Subsidiary
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
government regulation applicable to the Subsidiary.

     "Net Worth" means shareholders' equity as determined in accordance with
GAAP.

     "Notice of Borrowing" means a notice in substantially the form of Exhibit
A.


<PAGE>   23


                                      -17-

     "Notice of Conversion/Continuation" means a notice in substantially the
form of Exhibit B.

     "Obligations" means all advances, debts, liabilities, obligations,
covenants and duties arising under any Loan Document owing by the Company or the
US Borrower, as the case may be to any Bank, an Agent, or any Indemnified
Person, whether direct or indirect (including those acquired by assignment),
absolute or contingent, due or to become due, now existing or hereafter arising.

     "Organization Documents" means, for any corporation, the certificate or
articles of incorporation, amalgamation or continuance, the bylaws, any
certificate of determination or instrument relating to the rights of preferred
shareholders of such corporation, any shareholder rights agreement, and all
applicable resolutions of the board of directors (or any committee thereof) of
such corporation.

     "OSC" means the Ontario Securities Commission, or any Governmental
Authority succeeding to any of its prescribed functions.

     "Other Taxes" means any present or future stamp, court or documentary taxes
or any other excise or property taxes, charges or similar levies which arise
from any payment made hereunder or from the execution, delivery, performance,
enforcement or registration of, or otherwise with respect to, this Agreement or
any other Loan Documents.

     "Participant" has the meaning specified in subsection 11.08(c).

     "PBGC" means the Pension Benefit Guaranty Corporation, or any Governmental
Authority succeeding to any of its principal functions under ERISA.

     "PPSA" means the Personal Property Security Act (Ontario).

     "Pension Plan" means a pension plan (as defined in Section 3(2) of ERISA)
subject to Title IV of ERISA which the US Borrower sponsors, maintains, or to
which it makes, is making, or is obligated to make contributions, or in the case
of a multiple employer plan (as described in Section 4064(a) of ERISA) has made
contributions at any time during the immediately preceding five (5) plan years.

     "Permitted Liens" has the meaning specified in Section 8.01.

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


<PAGE>   24


                                      -18-

     "Plan" means an employee benefit plan (as defined in Section 3(3) of ERISA)
which the US Borrower or a Subsidiary sponsors or maintains or to which the US
Borrower or a Subsidiary makes, is making, or is obligated to make contributions
and includes any Pension Plan.

     "Pledge Agreements" means collectively (a) the agreement between the
Canadian Agent on behalf of the Banks and the Company pledging all of the shares
of its directly-owned Subsidiaries, including the US Borrower; (b) the agreement
between the Canadian Agent on behalf of the Banks and the US Borrower pledging
all of the Inmet Securities and all of the shares of all its directly-owned
Subsidiaries, and (c) the agreements between the Canadian Agent on behalf of the
Banks and certain Guarantors pledging all of the shares of such Guarantors'
directly owned Subsidiaries, all as may be amended, supplemented or otherwise
modified from time to time.

     "Pledged Collateral" has the meaning specified in the relevant Pledge
Agreement.

     "Prime Rate" means, on any day, the greater of: (a) the annual rate of
interest expressed as a percentage per annum announced by BACAN on that day as
its reference rate for commercial loans made by it in Canada in Canadian
Dollars; and (b) the average rate for 30-day Canadian Dollar Banker's
Acceptances that appear on the Reuter Screen CDOR Page at 10:00 a.m. Toronto
time on that day, plus 3/4% per annum.

     "Prime Rate Loan" means a Loan in Canadian Dollars bearing interest at
Prime Rate plus the Applicable Margin.

     "Private Placement" means the offering of Senior Secured Notes by the US
Borrower totaling $50 million in the United States, as arranged by Banc of
America Securities LLC, successor to NationsBank Montgomery Securities LLC.

     "Pro Rata Share" means, as to any Bank at any time, the percentage
equivalent (expressed as a decimal, rounded to the ninth decimal place) at such
time of such Bank's Commitment divided by the combined Commitments of all Banks,
including as such Commitments may be reallocated pursuant to Section 2.17.

     "Reallocation Request" has the meaning specified in Section 2.17.

     "Redeemable Preferred Shares" means any capital stock of the Company or a
Subsidiary which is redeemable, payable or required to be purchased or otherwise
retired or extinguished, or convertible into any Indebtedness at the option of
the holder of such capital stock, whether or not it pays dividends at a
specified or non-specified rate, and whether or not such capital stock has
preference over common stock in any respect.

     "Reference Bank" means BofA.


<PAGE>   25

                                      -19-

     "Reportable Event" means, any of the events set forth in Section 4043(c) of
ERISA or the regulations thereunder, other than any such event for which the
30-day notice requirement under ERISA has been waived in regulations issued by
the PBGC.

     "Requirement of Law" means, as to any Person, any law (statutory or
common), treaty, rule or regulation or determination of an arbitrator or of a
Governmental Authority, in each case applicable to or binding upon the Person or
any of its property or to which the Person or any of its property is subject.

     "Responsible Officer" means the chief executive officer or the president of
the Company, or any other officer having substantially the same authority and
responsibility; or, with respect to compliance with financial covenants, the
chief financial officer or the treasurer of the Company, or any other officer
having substantially the same authority and responsibility.

     "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

     "Security Agreements" means, collectively, the general security agreements
executed by each of the Borrowers and each Guarantor in favour of the applicable
Agent, for and on behalf of the Banks, granting such Agent a security interest
over the Collateral specified therein.

     "Senior Secured Notes" means those notes issued pursuant to the Private
Placement.

     "Subsidiary" of a Person means any corporation, association, partnership,
limited liability company, joint venture or other business entity of which more
than 50% of the voting stock, membership interests or other equity interests (in
the case of Persons other than corporations), is owned or controlled directly or
indirectly by the Person, or one or more of the Subsidiaries of the Person, or a
combination thereof, except that "Subsidiary" shall not include an Excluded
Subsidiary. Unless the context otherwise clearly requires, references herein to
a "Subsidiary" refer to a Subsidiary of the Company.

     "Surety Instruments" means all letters of credit (including standby and
commercial), banker's acceptances, bank guaranties, shipside bonds, surety bonds
and similar instruments.

     "Swing Line Facility" means the revolving credit facility to be made
available to the US Borrower by the Swing Line Lender under Section 2.18 hereof.

     "Swing Line Lender" means BofA.

     "Swing Line Loan" means a US Borrowing made pursuant to Section 2.18
hereof.

     "Swing Line Repayment Date" has the meaning specified in Section 2.18(d)
hereof.


<PAGE>   26

                                      -20-

     "Taxes" means any and all present or future taxes, levies, assessments,
imposts, duties, deductions, fees, withholdings or similar charges, and all
liabilities with respect thereto, excluding, in the case of each Bank and the
Agents, respectively, taxes imposed on or measured by its net income by the
jurisdiction (or any political subdivision thereof) under the laws of which such
Bank or the Agents, as the case may be, is organized or maintains a lending
office or imposed by reason of the Bank being connected with Canada or the
United States or any other relevant jurisdiction otherwise than merely by
lending money under this Agreement.

     "Termination Date" has the meaning specified in Section 2.08 of this
Agreement.

     "Total Commitment" means, collectively, the Total Canadian Commitment and
the Total US Commitment.

     "Total Canadian Commitment" means the sum of the Commitments as available
to the Company from time to time.

     "Total US Commitment" means the sum of the Commitments as available to the
US Borrower from time to time.

     "Type" has the meaning specified in the definition of "Loan."

     "UCC" means the Uniform Commercial Code as in effect in the State of New
York.

     "US Agent" means Bank of America National Trust and Savings Association.

     "US Banks" means those Banks other than the Canadian Banks.

     "US Borrower" means Zemex U.S. Corporation.

     "US Loan" means a Loan hereunder in Dollars by the US Borrower from the US
Banks, including those loans referenced in Section 2.01(b).

     "Unfunded Pension Liability" means the excess of a Plan's benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Plan's assets, determined in accordance with the assumptions used for funding
the Pension Plan pursuant to Section 412 of the Code for the applicable plan
year.

     "United States" and "US" each means the United States of America.

     "Wholly-Owned Subsidiary" means any corporation in which (other than
directors' qualifying shares required by law) 100% of the capital stock of each
class having ordinary voting power, and 100% of the capital stock of every other
class, in each case, at the time as of which


<PAGE>   27

                                      -21-

any determination is being made, is owned, beneficially and of record, by the
Company, or by one or more of the other Wholly-Owned Subsidiaries, or both, but
shall not include Excluded Subsidiaries.

     "Year 2000 Problem" has the meaning specified in Section 5.01(n).

1.02 Other Interpretive Provisions.

(a)  The meanings of defined terms are equally applicable to the singular and
     plural forms of the defined terms.

(b)  The words "hereof", "herein", "hereunder" and similar words refer to this
     Agreement as a whole and not to any particular provision of this Agreement;
     and subsection, Section, Schedule and Exhibit references are to this
     Agreement unless otherwise specified.

(c)  (i)  The term "documents" includes any and all instruments, documents,
          agreements, certificates, indentures, notices and other writings,
          however evidenced.

     (ii) The term "including" is not limiting and means "including without
          limitation."

     (iii) In the computation of periods of time from a specified date to a
          later specified date, the word "from" means "from and including"; the
          words "to" and "until" each mean "to but excluding", and the word
          "through" means "to and including."

     (iv) The term "property" includes any kind of property or asset, real,
          personal or mixed, tangible or intangible.

(d)  Unless otherwise expressly provided herein, (i) references to agreements
     (including this Agreement) and other contractual instruments shall be
     deemed to include all subsequent amendments and other modifications
     thereto, but only to the extent such amendments and other modifications are
     not prohibited by the terms of any Loan Document, and (ii) references to
     any statute or regulation are to be construed as including all statutory
     and regulatory provisions consolidating, amending, replacing, supplementing
     or interpreting the statute or regulation.

(e)  The captions and headings of this Agreement are for convenience of
     reference only and shall not affect the interpretation of this Agreement.

(f)  This Agreement and other Loan Documents may use several different
     limitations, tests or measurements to regulate the same or similar matters.
     All such limitations, tests and measurements are cumulative and shall each
     be performed in accordance with their terms. Unless otherwise expressly
     provided, any reference to any action of the Agents or the


<PAGE>   28

                                      -22-

     Banks by way of consent, approval or waiver shall be deemed modified by the
     phrase "in its/their sole discretion."

(g)  This Agreement and the other Loan Documents are the result of negotiations
     among and have been reviewed by counsel to the Agents, the Company and the
     other parties, and are the products of all parties. Accordingly, they shall
     not be construed against the Banks or the Agents merely because of the
     Agents' or Banks' involvement in their preparation.

1.03 Accounting Principles.

(a)  Unless the context otherwise clearly requires, all accounting terms not
     expressly defined herein shall be construed, and all financial computations
     required under this Agreement shall be made, in accordance with GAAP,
     consistently applied.

(b)  References herein to "fiscal year" and "fiscal quarter" refer to such
     fiscal periods of the Company.


                                   ARTICLE II
                                   THE CREDIT

2.01 Amounts and Terms of Commitments.

(a)  Each Canadian Bank severally agrees, on the terms and conditions set forth
     herein, to make Prime Rate Loans, Base Rate Loans, B/A Equivalent Loans and
     LIBOR Loans to the Company from time to time on any Business Day during the
     period from the Closing Date to the Termination Date, in an aggregate
     amount not to exceed at any time outstanding the Equivalent Amount in Cdn.$
     of the amount set forth on Schedule 2.01 next to its name (such amount as
     the same may be reduced under Section 2.07 or as a result of one or more
     assignments under Section 11.08, a Canadian Bank's "Commitment"). Within
     the limits of each Canadian Bank's Commitment, and subject to the other
     terms and conditions hereof, the Company may borrow under this Section
     2.01(a), prepay under Section 2.07 and reborrow under this Section 2.01(a)
     or convert or continue such Loans under Section 2.04, provided that no
     borrowing, reborrowing, conversion or continuation of Loans may be made
     after the end of the Initial Term or, if the Initial Term is extended in
     accordance with Section 2.09, the applicable Extension Date.

(b)  Each US Bank severally agrees, on the terms and conditions set forth
     herein, to make Base Rate Loans, LIBOR Loans and, in respect of the Swing
     Line Lender only, the Swing Line Loans to the US Borrower from time to time
     on any Business Day during the period from the Closing Date to the
     Termination Date, in an aggregate amount not to exceed at any time
     outstanding the amount set forth on Schedule 2.01 next to its name (such
     amount as


<PAGE>   29

                                      -23-

     the same may be reduced under Section 2.07 or as a result of one or more
     assignments under Section 11.08, a US Bank's "Commitment"). Within the
     limits of each US Bank's Commitment, and subject to the other terms and
     conditions hereof, the US Borrower may borrow under this Section 2.01(b),
     prepay under Section 2.07 and reborrow under this Section 2.01(b) or
     convert or continue such Loans under section 2.06, provided that no
     borrowing, reborrowing, conversion or continuation of Loans may be made
     after the end of the Initial Term or, if the Initial Term is extended in
     accordance with Section 2.09, the applicable Extension Date.

(c)  The Canadian Banks shall make Canadian Loans to the Company and the US
     Banks shall make US Loans to the US Borrower.

2.02 Loan Accounts.

The Loans made by each Bank and the L/Cs issued by an Issuing Bank shall be
evidenced by one or more loan accounts or records maintained by the applicable
Agent and such Bank, or Issuing Bank, as the case may be in the ordinary course
of business. The loan accounts or records maintained by the applicable Agent,
the Issuing Bank and each Bank shall be of the amount of the Loans made by the
Banks to the applicable Borrower and the interest and payments thereon. In the
event of any conflict, the loan accounts of the Agents shall govern. Any failure
so to record or any error in doing so shall not, however, limit or otherwise
affect the obligation of the Company or the US Borrower hereunder to pay any
amount owing with respect to the Loans or any L/C.

2.03 Procedure for Borrowing by Company.

(a)  Each Canadian Loan by the Company (other than an L/C Loan) shall be made
     upon the Company's irrevocable written notice delivered to the Canadian
     Agent in the form of a Notice of Borrowing (which notice must be received
     by the Canadian Agent prior to 12:00 noon (Toronto time) (i) three Business
     Days prior to the requested Borrowing Date, in the case of B/A Equivalent
     Loans; (ii) one Business Day prior to the requested Borrowing Date, in the
     case of Prime Rate Loans or Base Rate Loans, and (iii) three Business Days
     prior to the requested Borrowing Date, in the case of LIBOR Loans
     specifying:

     (A)  the amount of the Canadian Loan, which shall be in an aggregate
          minimum amount of (i) in the case of B/A Equivalent Loans, Cdn.
          $500,000 or any multiples of Cdn. $100,000 in excess thereof; (ii) in
          the case of LIBOR Loans, $1,000,000 or any multiple of $250,000 in
          excess thereof; (iii) in the case of Prime Rate Loans, Cdn.$200,000 or
          multiples of Cdn.$50,000 in excess thereof; and (iv) in the case of
          Base Rate Loans, $200,000 or multiples of $50,000 in excess thereof.

     (B)  the requested Borrowing Date, which shall be a Business Day;


<PAGE>   30

                                      -24-

     (C)  the Type of Loans comprising the Canadian Loan; and

     (D)  the duration of the Interest Period applicable to such B/A Equivalent
          Loans or LIBOR Loans included in such notice. If the Notice of
          Borrowing fails to specify the duration of the Interest Period such
          Interest Period shall be 30 days.

(b)  The Canadian Agent will promptly notify each Canadian Bank of its receipt
     of any Notice of Borrowing and of the amount of such Bank's Pro Rata Share
     of that Borrowing.

(c)  Each Canadian Bank will make the amount of its Pro Rata Share of each
     Canadian Loan available to the Canadian Agent for the account of the
     Company at the Agent's Payment Office by 11:00 a.m. (Toronto time) on the
     Borrowing Date requested by the Company in funds immediately available to
     the Canadian Agent. The proceeds of all such Loans will then be made
     available to the Company by the Canadian Agent at such office by crediting
     the account of the Company on the books of BACAN with the aggregate of the
     amounts made available to the Canadian Agent by the Banks and in like funds
     as received by the Canadian Agent.

(d)  After giving effect to any Canadian Loan, unless the Canadian Agent shall
     otherwise consent, there may not be more than six different Interest
     Periods in effect.


2.04 Conversion and Continuation Elections.

(a)  The Company may, upon irrevocable written notice to the Canadian Agent in
     accordance with subsection 2.04(b):

     (i)  elect, as of any Business Day, in the case of Prime Rate Loans, Base
          Rate Loans, or as of the last day of the applicable Interest Period,
          in the case of LIBOR Loans or B/A Equivalent Loans, to convert any
          such Canadian Loans (or any part thereof in an amount not less than
          Cdn.$500,000 (or the Equivalent Amount), or that is in an integral
          multiple of Cdn.$100,000 (or the Equivalent Amount) in excess thereof)
          into Canadian Loans of any other Type; or

     (ii) elect, as of the last day of the applicable Interest Period, to
          continue any Canadian Loans having Interest Periods expiring on such
          day (or any part thereof in an amount not less than Cdn.$500,000 (or
          the Equivalent Amount), or that is in an integral multiple of
          Cdn.$100,000 (or the Equivalent Amount) in excess thereof;

     provided, that if at any time the aggregate amount of LIBOR Loans in
     respect of any Canadian Loan is reduced by payment, prepayment, or
     conversion of part thereof to be


<PAGE>   31

                                      -25-

     less than $1,000,000, such LIBOR Loans shall automatically convert into
     Base Rate Loans.

(b)  The Company shall deliver a Notice of Conversion/Continuation to be
     received by the Canadian Agent not later than noon (Toronto time) at least
     (i) three Business Days in advance of the Conversion/Continuation Date, if
     the Canadian Loans are to be converted into or continued as LIBOR Loans or
     B/A Equivalent Loans; and (ii) one Business Day in advance of the
     Conversion/Continuation Date, if the Canadian Loans are to be converted
     into or continued as Base Rate Loans or Prime Rate Loans, specifying:

     (A)  the proposed Conversion/Continuation Date;

     (B)  the aggregate amount of Canadian Loans to be converted or continued;

     (C)  the Type of Canadian Loans resulting from the proposed conversion or
          continuation; and

     (D)  other than in the case of conversions into Base Rate Loans or Prime
          Rate Loans, the duration of the requested Interest Period.

(c)  If upon the expiration of any Interest Period applicable to LIBOR Loans or
     B/A Equivalent Loans, the Company has failed to timely select a new
     Interest Period to be applicable to such LIBOR Loans or B/A Equivalent
     Loans, as the case may be, or if any Default or Event of Default then
     exists, the Company shall be deemed to have elected to convert such LIBOR
     Loans into Base Rate Loans and such B/A Equivalent Loans into Prime Rate
     Loans effective as of the expiration date of such Interest Period.

(d)  The Canadian Agent will promptly notify each Canadian Bank of its receipt
     of a Notice of Conversion/Continuation, or, if no timely notice is provided
     by the Company, the Canadian Agent will promptly notify each Canadian Bank
     of the details of any automatic conversion. All conversions and
     continuations shall be made ratably according to the respective outstanding
     principal amounts of the Canadian Loans with respect to which the notice
     was given held by each Canadian Bank.

(e)  Unless the Majority Banks otherwise consent, during the existence of a
     Default or Event of Default, the Company may not elect to have a Canadian
     Loan converted into or continued as an LIBOR Loan or B/A Equivalent Loan.

(f)  After giving effect to any conversion or continuation of Canadian Loans,
     unless the Canadian Agent shall otherwise consent, there may not be more
     than six different Interest Periods in effect.


<PAGE>   32

                                      -26-


2.05 Procedure for Borrowing by US Borrower.

(a)  Each US Loan by the US Borrower (other than an L/C Loan or a Swing Line
     Loan) shall be made upon the US Borrower's irrevocable written notice
     delivered to the US Agent in the form of a Notice of Borrowing (which
     notice must be received by the US Agent prior to 9:00 a.m. (San Francisco
     time) (i) three Business Days prior to the requested Borrowing Date, in the
     case of LIBOR Loans; (ii) one Business Day prior to the requested Borrowing
     Date, in the case of Base Rate Loans, specifying:

     (A)  the amount of the US Loan, which shall be in an aggregate minimum
          amount of (i) in the case of LIBOR Loans, $1,000,000 or any multiple
          of $250,000 in excess thereof and (ii) in the case of Base Rate Loans,
          $200,000 or any multiple of $50,000 in excess thereof;

     (B)  the requested Borrowing Date, which shall be a Business Day;

     (C)  the Type of Loans comprising the US Loan; and

     (D)  the duration of the LIBOR Period applicable to such LIBOR Loans
          included in such notice. If the Notice of Borrowing fails to specify
          the duration of the LIBOR Period, such LIBOR Period shall be one
          month.

(b)  The US Agent will promptly notify each US Bank of its receipt of any Notice
     of Borrowing and of the amount of such US Bank's Pro Rata Share of that US
     Loan.

(c)  Each US Bank will make the amount of its Pro Rata Share of each US Loan
     available to the US Agent for the account of the US Borrower at the Agent's
     Payment Office by 11:00 a.m. (San Francisco time) on the Borrowing Date
     requested by the US Borrower in funds immediately available to the US
     Agent. The proceeds of all such Loans will then be made available to the US
     Borrower by the US Agent at such office by crediting the account of the US
     Borrower on the books of BofA with the aggregate of the amounts made
     available to the US Agent by the US Banks and in like funds as received by
     the US Agent.

(d)  After giving effect to any US Loan, unless the US Agent shall otherwise
     consent, there may not be more than six different LIBOR Periods in effect.


<PAGE>   33

                                      -27-

2.06 Conversion and Continuation Elections.

(a)  The US Borrower may, upon irrevocable written notice to the US Agent in
     accordance with subsection 2.06(b):

     (i)  elect, as of any Business Day, in the case of Base Rate Loans, or as
          of the last day of the applicable Interest Period, in the case of
          LIBOR Loans, to convert any such US Loans (or any part thereof in an
          amount not less than $1,000,000, or that is in an integral multiple of
          $250,000 in excess thereof) into US Loans of any other Type; or

     (ii) elect, as of the last day of the applicable Interest Period, to
          continue any US Loans having Interest Periods expiring on such day (or
          any part thereof in an amount not less than $1,000,000, or that is in
          an integral multiple of $250,000 in excess thereof);

     provided, that if at any time the aggregate amount of LIBO Rate Loans in
     respect of any US Loan is reduced, by payment, prepayment, or conversion of
     part thereof to be less than $1,000,000, such LIBOR Loans shall
     automatically convert into Base Rate Loans.

(b)  The US Borrower shall deliver a Notice of Conversion/Continuation to be
     received by the US Agent not later than 9:00 a.m. (San Francisco time) at
     least (i) three Business Days in advance of the Conversion/Continuation
     Date, if the US Loans are to be converted into or continued as LIBOR Loans;
     (ii) one Business Day in advance of the Conversion/Continuation Date, if
     the US Loans are to be converted into Base Rate Loans, specifying:

     (A)  the proposed Conversion/Continuation Date;

     (B)  the aggregate amount of US Loans to be converted or continued;

     (C)  the Type of US Loans resulting from the proposed conversion or
          continuation; and

     (D)  the duration of the requested LIBOR Period.

(c)  If upon the expiration of any Interest Period applicable to LIBOR Loans,
     the US Borrower has failed to select timely a new LIBOR Period to be
     applicable to such LIBOR Loans, or if any Default or Event of Default then
     exists, the US Borrower shall be deemed to have elected to convert such
     LIBOR Loans into Base Rate Loans effective as of the expiration date of
     such LIBOR Period.


<PAGE>   34

                                      -28-

(d)  The US Agent will promptly notify each US Bank of its receipt of a Notice
     of Conversion/Continuation, or, if no timely notice is provided by the US
     Borrower, the US Agent will promptly notify each US Bank of the details of
     any automatic conversion. All conversions and continuations shall be made
     ratably according to the respective outstanding principal amounts of the US
     Loans with respect to which the notice was given held by each US Bank.

(e)  Unless the Majority Banks otherwise consent, during the existence of a
     Default or Event of Default, the US Borrower may not elect to have a US
     Loan converted into or continued as an LIBOR Loan.

(f)  After giving effect to any conversion or continuation of US Loans, unless
     the US Agent shall otherwise consent, there may not be more than six
     different Interest Periods in effect.

2.07 Optional Prepayments.

(a)  Subject to Section 4.04, the Company may, at any time or from time to time,
     without penalty, upon not less than one Business Days' irrevocable notice
     to the Canadian Agent, ratably prepay Canadian Loans in whole or in part,
     in minimum amounts of Cdn. $250,000 (or the Equivalent Amount). Such notice
     of prepayment shall specify the date and amount of such prepayment and the
     Type(s) of Loans to be prepaid. The Canadian Agent will promptly notify
     each Canadian Bank of its receipt of any such notice, and of such Bank's
     Pro Rata Share of such prepayment. If such notice is given by the Company,
     the Company shall make such prepayment and the payment amount specified in
     such notice shall be due and payable on the date specified therein,
     together with accrued interest to each such date on the amount prepaid and
     any amounts required pursuant to Section 4.04.

(b)  Subject to Section 4.04, the US Borrower may, at any time or from time to
     time, without penalty, upon not less than one Business Days' irrevocable
     notice to the US Agent, ratably prepay US Loans in whole or in part, in
     minimum amounts of $500,000 or any multiple of $100,000 in excess thereof.
     Such notice of prepayment shall specify the date and amount of such
     prepayment and the Type(s) of Loans to be prepaid. The US Agent will
     promptly notify each US Bank of its receipt of any such notice, and of such
     Bank's Pro Rata Share of such prepayment. If such notice is given by the US
     Borrower, the US Borrower shall make such prepayment and the payment amount
     specified in such notice shall be due and payable on the date specified
     therein, together with accrued interest to each such date on the amount
     prepaid and any amounts required pursuant to Section 4.04.


<PAGE>   35


                                      -29-

2.08 Repayment and Termination Date.

     The Company shall repay to the Canadian Banks the aggregate principal
amount of Canadian Loans outstanding, and the US Borrower shall repay to the US
Banks the aggregate amount of US Loans outstanding, on the day which is the
earlier of (the "Termination Date"):

(a)  the date on which the Commitments terminate in accordance with the
     provisions of this Agreement; and

(b)  the date which is the later of:

     (i)  364 days from the date of this Agreement (the "Initial Term"); and

     (ii) the Extension Date;

     EXCEPT in the case of LIBOR Loans or B/A Equivalent Loans which may be
     outstanding on such date, such date shall be the date which is the later
     of:

     (iii) the Initial Term;

     (iv) the Extension Date; and

     (v)  the date on which the LIBOR Period or Interest Period applicable
          thereto expires (which in no case shall be later than 6 months from
          the end of the Initial Term or from the Extension Date, as
          applicable).

2.09 Extension Date

     "Extension Date" shall mean the date to which the Credit is extended with
the unanimous consent of the Banks, any such extensions to be made only for 364
days at a time. The Company may annually request an extension of the expiry of
the Credit for an additional 364 days period by delivering a request for
extension no later than 90 days prior to the expiry of the Initial Term or any
subsequent extended term. The Canadian Agent shall notify the Company no later
than 30 days following the receipt of a request for extension as to whether or
not the extension has been granted.


<PAGE>   36

                                      -30-

2.10 Interest.

(a)  Each Loan (other than a Letter of Credit) shall bear interest on the
     outstanding principal amount thereof from the applicable Borrowing Date at
     the rate per annum applicable thereto.

(b)  Interest on each Prime Rate Loan, Base Rate Loan, LIBOR Loan and B/A
     Equivalent Loan shall be paid in arrears on each Interest Payment Date.
     Failure to pay interest on the last day of a LIBOR Period shall be subject
     to the provisions of Section 4.04. Interest shall also be paid on the date
     of any prepayment of Loans under Section 2.07 for the portion of the Loans
     so prepaid and upon payment (including prepayment) in full thereof and,
     during the existence of any Event of Default, interest shall be paid on
     demand of the applicable Agent at the request or with the consent of the
     Majority Banks.

(c)  Notwithstanding subsection (a) of this Section, while any Event of Default
     exists or after acceleration, the applicable Borrower shall pay interest
     (after as well as before entry of judgment thereon to the extent permitted
     by law) on the principal amount of all outstanding Obligations, at a rate
     per annum which is determined by adding 3% per annum to the interest rate
     then in effect for such Loans; provided, however, that, on and after the
     expiration of any Interest Period applicable to any LIBOR Loan or B/A
     Equivalent Loan outstanding on the date of occurrence of such Event of
     Default or acceleration, the principal amount of such Loan shall, during
     the continuation of such Event of Default or after acceleration, bear
     interest at a rate per annum equal to the Base Rate plus 3% and the
     Applicable Margin in the case of LIBOR Loans and Prime Rate plus 3% and the
     Applicable Margin in the case of B/A Equivalent Loans.

(d)  Anything herein to the contrary notwithstanding, the obligations of each
     Borrower to any Bank hereunder shall be subject to the limitation that
     payments of interest shall not be required for any period for which
     interest is computed hereunder, to the extent (but only to the extent) that
     contracting for or receiving such payment by such Bank would be contrary to
     the provisions of any law applicable to such Bank limiting the highest rate
     of interest that may be lawfully contracted for, charged or received by
     such Bank, and in such event the applicable Borrower shall pay such Bank
     interest at the highest rate permitted by applicable law.


<PAGE>   37

                                      -31-

2.11 Fees.

(a)  Arrangement, Agency Fees. The Borrowers shall pay such fees, which shall
     include arrangement and agency fees, to the Agents and/or the Banks as
     required by separate letter agreements ("Fee Letters").

(b)  Commitment Fees. The Company shall pay to the Canadian Agent and the US
     Borrower shall pay to the US Agent for the account of each applicable Bank
     a commitment fee of 0.375% per annum of the daily unused portion of such
     Bank's Commitment (determined as an average), computed on a quarterly basis
     in arrears on the last Business Day of each calendar quarter based upon the
     daily utilization for that quarter as calculated by the Agents. Such
     commitment fee shall accrue from the Closing Date to the Termination Date
     and shall be due and payable quarterly in arrears on the last Business Day
     of each calendar quarter commencing on first calendar quarter following the
     Closing Date through the Termination Date, with the final payment to be
     made on the Termination Date; provided that, in connection with any
     reduction or termination of Commitments under Section 2.07, the accrued
     commitment fee calculated for the period ending on such date shall also be
     paid on the date of such reduction or termination, with the following
     quarterly payment being calculated on the basis of the period from such
     reduction or termination date to such quarterly payment date. The
     commitment fees provided in this subsection shall accrue at all times after
     the above-mentioned commencement date, including at any time during which
     one or more conditions in Article V are not met.

2.12 Computation of Fees and Interest.

(a)  All computations of interest for Prime Rate Loans and B/A Equivalent Loans
     shall be made on the basis of a year of 365 or 366 days, as the case may
     be, and actual days elapsed. All other computations of fees and interest
     shall be made on the basis of a 360-day year and actual days elapsed (which
     results in more interest being paid than if computed on the basis of a 365
     day year). Interest and fees shall accrue during each period during which
     interest or such fees are computed from the first day thereof to the last
     day thereof.

(b)  Each determination of an interest rate by an Agent shall be conclusive and
     binding on the Borrowers and the Banks in the absence of manifest error.
     The Agent will, at the request of a Borrower or any Bank, deliver to such
     Borrower or the Bank, as the case may be, a statement showing the
     quotations used by such Agent in determining any interest rate and the
     resulting interest rate.

(c)  Each rate of interest which is calculated with reference to a period (the
     "deemed interest period") that is less than the actual number of days in
     the calendar year of calculation is, for the purposes of the Interest Act
     (Canada), equivalent to a rate based on a calendar year


<PAGE>   38

                                      -32-

     calculated by multiplying such rate of interest by the actual number of
     days in the calendar year of calculation and dividing by the number of days
     in the deemed interest period.

2.13 Payments by a Borrower

(a)  All payments to be made by a Borrower shall be made without set off,
     recoupment or counterclaim. Except as otherwise expressly provided herein,
     all payments by the Company shall be made to the Canadian Agent and all
     payments by the US Borrower shall be made to the US Agent for the account
     of the applicable Banks at the applicable Agent's Payment Office, and shall
     be made in dollars or Cdn. Dollars, as applicable, and in immediately
     available funds, no later than 12:00 noon Toronto time on the date
     specified herein for payments to the Canadian Agent, and no later than
     11:00 a.m. San Francisco time for payments to the US Agent. The applicable
     Agent will promptly distribute to each applicable Bank its Pro Rata Share
     (or other applicable share as expressly provided herein) of such payment in
     like funds as received. Any payment received by the applicable Agent later
     than the times specified above shall be deemed to have been received on the
     following Business Day and any applicable interest or fee shall continue to
     accrue.

(b)  Subject to the provisions set forth in the definition of "Interest Period"
     herein, whenever any payment is due on a day other than a Business Day,
     such payment shall be made on the following Business Day, and such
     extension of time shall in such case be included in the computation of
     interest or fees, as the case may be.

(c)  Unless an Agent receives notice from the applicable Borrower prior to the
     date on which any payment is due to the Banks that the applicable Borrower
     will not make such payment in full as and when required, the Agent may
     assume that the applicable Borrower has made such payment in full to the
     Agent on such date in immediately available funds and the Agent may (but
     shall not be so required), in reliance upon such assumption, distribute to
     each Bank on such due date an amount equal to the amount then due such
     Bank. If and to the extent the applicable Borrower has not made such
     payment in full to the Agent, each Bank shall repay to the Agent on demand
     such amount distributed to such Bank, together with interest thereon at the
     Federal Funds Rate for each day from the date such amount is distributed to
     such Bank until the date repaid.

2.14 Payments by the Banks to the Agents.

(a)  Unless the applicable Agent receives notice from a Bank on or prior to the
     Closing Date or, with respect to any Borrowing after the Closing Date, at
     least one Business Day prior to the date of such Borrowing, that such Bank
     will not make available as and when required hereunder to the applicable
     Agent for the account of the applicable Borrower the amount of that Bank's
     Pro Rata Share of the Borrowing, such Agent may assume that each Bank has
     made such amount available to the applicable Agent in immediately available


<PAGE>   39

                                      -33-

     funds on the Borrowing Date and such Agent may (but shall not be so
     required), in reliance upon such assumption, make available to the
     applicable Borrower on such date a corresponding amount. If and to the
     extent any Bank shall not have made its full amount available to the
     applicable Agent in immediately available funds and the applicable Agent in
     such circumstances has made available to the applicable Borrower such
     amount, that Bank shall on the Business Day following such Borrowing Date
     make such amount available to such Agent, together with interest at the
     Federal Funds Rate for each day during such period. A notice of the
     applicable Agent submitted to any Bank with respect to amounts owing under
     this subsection shall be conclusive, absent manifest error. If such amount
     is so made by the Agent, such payment to the applicable Agent shall
     constitute such Bank's Loan on the date of Borrowing for all purposes of
     this Agreement. If such amount is not made available to the applicable
     Agent on the Business Day following the Borrowing Date, the applicable
     Agent will notify the applicable Borrower of such failure to fund and, upon
     demand by the Agent, the applicable Borrower shall pay such amount to the
     applicable Agent for the Agent's account, together with interest thereon
     for each day elapsed since the date of such Borrowing, at a rate per annum
     equal to the interest rate applicable at the time to the Loans comprising
     such Borrowing.

(b)  The failure of any Bank to make any Loan on any Borrowing Date shall not
     relieve any other Bank of any obligation hereunder to make a Loan on such
     Borrowing Date, but no Bank shall be responsible for the failure of any
     other Bank to make the Loan to be made by such other Bank on any Borrowing
     Date.

2.15 Sharing of Payments, Etc. If, other than as expressly provided elsewhere
herein, any Bank shall obtain on account of the Loans made by it any payment
(whether voluntary, involuntary, through the exercise of any right of set off,
or otherwise) in excess of its Pro Rata Share (or other share contemplated
hereunder), such Bank shall immediately (a) notify the applicable Agent of such
fact, and (b) purchase from the other Canadian Banks, in the case of Canadian
Loans and US Banks, in the case of US Loans, such participations in the Loans
made by them as shall be necessary to cause such purchasing Bank to share the
excess payment pro rata with each of them; provided, however, that if all or any
portion of such excess payment is thereafter recovered from the purchasing Bank,
such purchase shall to that extent be rescinded and each other Bank shall repay
to the purchasing Bank the purchase price paid therefor, together with an amount
equal to such paying Bank's Pro Rata Share (according to the proportion of (i)
the amount of such paying Bank's required repayment to (ii) the total amount so
recovered from the purchasing Bank) of any interest or other amount paid or
payable by the purchasing Bank in respect of the total amount so recovered. Each
Borrower agrees that any Bank so purchasing a participation from another Bank
may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set off, but subject to Section 11.10) with respect to
such participation as fully as if such Bank were the direct creditor of the
Borrower in the amount of such participation. The applicable Agent will keep
records (which shall be conclusive and binding in the absence of manifest error)


<PAGE>   40

                                      -34-

of participations purchased under this Section and will in each case notify the
Banks following any such purchases or repayments.

2.16 Security and Guarantee.

(a)  All obligations of each Borrower and the Guarantors under this Agreement
     and all other Loan Documents shall be secured in accordance with the
     Collateral Documents.

(b)  All obligations of each Borrower under this Agreement, and all other Loan
     Documents shall be unconditionally guaranteed by each Guarantor pursuant to
     the Guarantees.

2.17 Allocation of Total Commitment.

(a)  The Borrowers shall be entitled from time to time prior to the Termination
     Date to allocate such portions of the Total Commitment as it determines as
     between the Total Canadian Commitment and Total US Commitment by delivering
     a request hereunder (the "Reallocation Request") substantially in the form
     of Exhibit E to each of the Agents provided that:

     (i)  the Reallocation Request shall be given at least three Business Days
          prior to it becoming effective;

     (ii) at the time the Reallocation Request becomes effective, no Default or
          Event of Default has occurred and is continuing;

    (iii) after giving effect to the Reallocation Request, the aggregate of the
          Total Canadian Commitment and the Total US Commitment does not exceed
          the then current Total Commitment;

     (iv) if any such Reallocation Request would result in the Equivalent Amount
          in Canadian Dollars of the Canadian Loan or the US Loan, as
          applicable, then outstanding to the Company or the US Borrower, as
          applicable, exceeding the Total Canadian Commitment or the Total US
          Commitment, then, concurrently with any such Reallocation Request
          becoming effective, the Company shall ensure that all payments
          necessary are made by it or the US Borrower, as applicable and
          including, without limitation, any costs payable pursuant to Section
          4.04, so that the Equivalent Amount in Canadian dollars of the
          Canadian Loan and the US Loan after giving effect to any such
          Reallocation Request do not exceed the Total Canadian Commitment and
          the Total US Commitment, respectively;

     (v)  a Reallocation Request shall not be given more than four (4) times in
          any calendar year; and


<PAGE>   41

                                      -35-

     (vi) a Reallocation Request shall be for a minimum amount of $1,000,000 or
          any multiples of $1,000,000 in excess thereof.

(b)  The Canadian Agent shall notify the Canadian Banks and the US Agent shall
     notify the US Banks of the receipt of a Reallocation Request and the
     resulting Pro Rata Shares.

2.18 Swing Line Facility.

(a)  Upon the satisfaction of the conditions precedent set forth in Article V
     and after execution and delivery by the US Borrower of the Swing Line
     Lender's usual and customary account operating documentation, as
     applicable, from and including the date of this Agreement and prior to the
     Termination Date, the Swing Line Lender agrees, on the terms and conditions
     set forth in this Agreement, to make Swing loans to the US Borrower from
     time to time on any Business Day, in an amount not to exceed $1 million
     (such facility the "Swing Line Facility" and Loans thereunder "Swing Line
     Loans"); provided, however, at no time shall the aggregate of the principal
     amount of the Swing Line Loans and the Equivalent Amount of all other Loans
     exceed the Total Commitment; and provided, further, that at no time shall
     the sum of (i) the outstanding amount of the Swing Line Loans, plus (ii)
     the outstanding amount of Loans made by the US Banks, pursuant to Section
     2.05 (after giving effect to any concurrent payment of Loans), exceed the
     Total US Commitment at such time. Subject to the terms of this Agreement,
     the US Borrower may borrow, repay and re-borrow Swing Line Loans at any
     time prior to the Termination Date.

(b)  The proceeds from any and all Swing Line Loans shall only be used to repay
     the US Borrower's master concentration account maintained at a NationsBank,
     N.A. branch in Nashville, Tennessee.

(c)  NationsBank, N.A. as attorney for the US Borrower shall deliver to the US
     Agent a Notice of Borrowing not later than 10:00 a.m. (San Francisco time)
     on the Borrowing Date of each Swing Line Loan, specifying (i) the
     applicable Borrowing Date (which date shall be a Business Day and may be
     the same date as the Notice of Borrowing is given); (ii) the aggregate
     amount of the requested Swing Line Loans; and (iii) instructions for the
     disbursement of the proceeds of such Swing Line Loan to the US Borrower's
     master concentration account at NationsBank, N.A. The Swing Line Loans
     shall at all times be US Base Rate Loans but shall not be subject to the
     minimum borrowing amounts specified in Section 2.05(a)(A).

(d)  Each Swing Line Loan shall be paid in full by the US Borrower on or before
     the earlier of (the "Swing Line Repayment Date"): (i) the fifth Business
     Day after the Borrowing Date for such Swing Line Loan (subject to the
     minimum borrowing amounts specified in Section 2.05(a)(A)); or (ii) the
     outstanding balance of the Swing Line Loans reaching $500,000 or more; or
     (iii) the Termination Date. The US Borrower may at any time,


<PAGE>   42

                                      -36-

     without penalty or premium, repay all outstanding Swing Line Loans upon
     notice to the US Agent. In addition, the US Agent shall on the Swing Line
     Repayment Date, notify each US Bank (with a copy to the US Borrower) and
     advise it to make a Base Rate Loan in the amount of such US Bank's Pro Rata
     Share of such Swing Line Loan, for the purpose of repaying such Swing Line
     Loan. Not later than 11:00 a.m. (San Francisco time) on the day following
     the date of any notice from the US Agent to the US Banks received pursuant
     to this Section 2.18(d), each US Bank shall make available its required
     loan or loans, in funds immediately available to the US Agent at the US
     Agent's Designated Account. Loans made by the US Banks in repayment of a
     Swing Line Loan pursuant to this Section 2.18(d) shall be US Base Rate
     Loans and subject to the minimum borrowing amount specified in Section
     2.05(a)(A). Unless a US Bank shall have notified the US Agent, prior to its
     making any Swing Line Loan, that any applicable condition precedent set
     forth in Article V had not been satisfied, such US Bank's obligation to
     make Loans pursuant to this Section 2.18(d) to repay Swing Line Loans shall
     be unconditional, continuing, irrevocable and absolute and shall not be
     affected by any circumstances, including, without limitation, (i) any
     set-off, counterclaim, defence or other claim which the US Bank may have
     against the US Agent or any other Person; (ii) the occurrence and
     continuance of an Event of Default; (iii) any Material Adverse Change; or
     (iv) any other circumstance, happening or event whatsoever. In the event
     that any US Bank fails to make payment to the US Agent of any amount due
     under this Section 2.18(d), the US Agent shall be entitled to receive,
     retain and apply against such obligation owing to the Swing Line Lender the
     principal and interest otherwise payable to the US Bank hereunder until the
     Swing Line Lender receives such payment from the US Bank or such obligation
     is otherwise fully satisfied. In addition to the foregoing, if, for any
     reason any US Bank fails to make payment to the US Agent of any amount due
     under this Section 2.18(d), such US Bank shall be deemed to have
     unconditionally and irrevocably purchased from the Swing Line Lender,
     without recourse or warranty, an undivided interest and participation in
     the applicable Swing Line Loan in the amount of such Loan, and such
     interest and participation may be recovered from such US Bank together with
     interest thereon at the Federal Funds Rate for each day during the period
     commencing on the date of demand and ending on the date such amount is
     received. On the Termination Date, the US Borrower shall repay in full the
     outstanding principal balance of the Swing Line Loans and all interest
     accrued thereon.




<PAGE>   43


                                      -37-


                                   ARTICLE III
                              THE LETTERS OF CREDIT

3.01 Letters of Credit. On the terms and conditions set forth herein (i) the
Issuing Banks agree, (A) from time to time on any Business Day during the period
from the Closing Date to the day which is five days prior to the Termination
Date to issue Letters of Credit for the account of the Company in the case of
Cdn.$ L/Cs and to the US Borrower in the case of US$ L/Cs, and to amend or renew
Letters of Credit previously issued by it, in accordance with Sections 3.02(b)
and (c), and (B) to honour drafts under the Letters of Credit; and (ii) the
Canadian Banks severally agree to participate in Letters of Credit issued for
the account of the Company and the US Banks severally agree to participate in
Letters of Credit issued for the amount of the US Borrower, as applicable;
provided, that the Issuing Bank shall not be obligated to Issue, and no Bank
shall be obligated to participate in, any Letter of Credit if as of the date of
Issuance of such Letter of Credit (the "Issuance Date") (1) the Equivalent
Amount of all L/C Obligations plus the Equivalent Amount of all Loans (excluding
the issuance of such L/Cs) exceeds the combined Commitments, or, (2) the
participation of any Bank in the Equivalent Amount of all L/C Obligations plus
the Equivalent Amount of all outstanding Loans exceeds such Bank's Commitment.
Within the foregoing limits, and subject to the other terms and conditions
hereof, the applicable Borrower's ability to obtain Letters of Credit shall be
fully revolving, and, accordingly, the applicable Borrower may, during the
foregoing period, obtain Letters of Credit to replace Letters of Credit which
have expired or which have been drawn upon and reimbursed. Upon issuance or
renewal by the Issuing Bank of an L/C, the Borrower for whose benefit or at
whose request such L/C was issued or renewed shall pay to the Issuing Bank (or
to the applicable Agent on behalf of the Issuing Bank) the L/C Issuance Fee and
L/C Fee. The L/C Issuance Fee and the L/C Fee shall apply to each Letter of
Credit issued, including all renewals or amendments pursuant to Sections 3.02.

3.02 Issuance, Amendment and Renewal of Letters of Credit

(a)  Each Letter of Credit shall be issued upon the irrevocable written request
     of the applicable Borrower received by the Issuing Bank at least three days
     (or such shorter time as the Issuing Bank may agree in a particular
     instance in its sole discretion) prior to the proposed Issuance Date, with
     a copy of such written request delivered to the Applicable Agent. The
     issuance of a Letter of Credit shall be made no later than noon (Toronto
     time) on the Issuance Date. Each such request for issuance of a Letter of
     Credit shall be by facsimile, confirmed immediately in an original writing,
     in the form of an L/C Application, and shall specify in form and detail
     satisfactory to the Issuing Bank (i) the proposed date of issuance of the
     Letter of Credit (which shall be a Business Day); (ii) the face amount of
     the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv)
     the name and address of the beneficiary thereof; (v) the documents to be
     presented by the beneficiary of the Letter of Credit in case of any drawing
     thereunder; (vi) the full text of any certificate to be


<PAGE>   44

                                      -38-

     presented by the beneficiary in case of any drawing thereunder; and (vii)
     such other matters as the Issuing Bank may require.

(b)  From time to time while a Letter of Credit is outstanding and prior to the
     Termination Date, the Issuing Bank will, upon the written request of the
     applicable Borrower received by the Issuing Bank at least three days (or
     such shorter time as the Issuing Bank may agree in a particular instance in
     its sole discretion) prior to the proposed date of amendment, amend any
     Letter of Credit issued by it. Each such request for amendment of a Letter
     of Credit shall be made by facsimile, confirmed immediately in an original
     writing, made in the form of an L/C Amendment Application and shall specify
     in form and detail satisfactory to the Issuing Bank: (i) the Letter of
     Credit to be amended; (ii) the proposed date of amendment of the Letter of
     Credit (which shall be a Business Day); (iii) the nature of the proposed
     amendment; and (iv) such other matters as the Issuing Bank may require. The
     Issuing Bank shall be under no obligation to amend any Letter of Credit if:
     (A) the Issuing Bank would have no obligation at such time to issue such
     Letter of Credit in its amended form under the terms of this Agreement; or
     (B) the beneficiary of any such Letter of Credit does not accept the
     proposed amendment to the Letter of Credit. The Agent will promptly notify
     the Lenders of the receipt by it of any L/C Application, L/C Amendment
     Application or notice of renewal.

(c)  The Issuing Bank and the Banks agree that, while a Letter of Credit is
     outstanding and prior to the Termination Date, at the option of the
     applicable Borrower at least five days (or such shorter time as the Issuing
     Bank may agree in a particular instance in its sole discretion) prior to
     the proposed date of notification of renewal, the Issuing Bank shall be
     entitled to authorize the renewal of any Letter of Credit issued by it.
     Each such request for renewal of a Letter of Credit shall be made by
     facsimile, confirmed immediately in an original writing, in the form of an
     L/C Amendment Application, and shall specify in form and detail
     satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed;
     (ii) the proposed date of notification of renewal of the Letter of Credit
     (which shall be a Business Day); (iii) the revised expiry date of the
     Letter of Credit; and (iv) such other matters as the Issuing Bank may
     require.

3.03 Payments, Risk Participations, Drawings and Reimbursements

(a)  The applicable Borrower shall provide for the payment to the Canadian Agent
     in the case of Cdn.$ L/Cs, and to the US Agent, in the case of US$ L/Cs, of
     the full face amount of each Letter of Credit on the earlier of (i) the
     Honour Date (as defined in Section 3.03(c) below), and (ii) demand for
     payment in accordance with 9.02.

(b)  Immediately upon the Issuance of each Letter of Credit, each Canadian Bank
     in the case of Cdn.$ L/Cs and each US Bank in the case of US$ L/Cs shall be
     deemed to, and hereby irrevocably and unconditionally agrees to, purchase
     from the Issuing Bank a participation


<PAGE>   45

                                      -39-

     in such Letter of Credit and each drawing thereunder in an amount equal to
     the product of (i) the Pro Rata Share of such Bank, times (ii) the maximum
     amount available to be drawn under such Letter of Credit and the amount of
     such drawing, respectively. For purposes of Section 2.01, each Issuance of
     a Letter of Credit shall be deemed to utilize the Commitment of each
     applicable Bank by an amount equal to the amount of such participation.
     Upon the Issuance of each Letter of Credit, the applicable Agent, on behalf
     of the Issuing Bank, shall notify each applicable Bank of the amount of
     such Bank's participation and the proportionate share of the L/C Fee.

(c)  In the event of any request for a drawing under a Letter of Credit by the
     beneficiary or transferee thereof, the Issuing Bank will promptly notify
     the applicable Borrower. The applicable Borrower shall reimburse the
     Issuing Bank (by an L/C Loan or otherwise) prior to 12:00 Noon (Toronto
     time) on each date that any amount is paid by the Issuing Bank under any
     such Borrower's Letter of Credit (each such date, an "Honour Date"), in an
     amount equal to the amount so paid by the Issuing Bank. In the event that
     the applicable Borrower fails to reimburse the Issuing Bank for the full
     amount of any drawing under any such Borrower's Letter of Credit by 12:00
     Noon (Toronto time) on the Honour Date, the Issuing Bank will promptly
     notify the applicable Agent thereof, and the applicable Borrower shall be
     deemed to have requested that Base Rate or Prime Rate Loans, as the case
     may be, in an aggregate amount equal to the unreimbursed drawing made by
     the Banks to be disbursed on the Honour Date under such Letter of Credit,
     subject to the amount of the unutilized portion of the Bank's Commitment.
     Any notice given by the Issuing Bank pursuant to this clause may be oral if
     immediately confirmed in writing (including by facsimile); provided, that
     the lack of such an immediate confirmation shall not affect the
     conclusiveness or binding effect of such notice.

(d)  Each Bank shall upon any notice pursuant to Section 3.03(c) make available
     to the relevant Issuing Bank an amount in immediately available funds equal
     to its Pro Rata Share of the amount of the unreimbursed drawing, whereupon
     the applicable Banks shall each be deemed to have made a Prime Rate Loan or
     Base Rate Loan, or the case may be, to the applicable Borrower. If any Bank
     so notified fails to make available to the applicable Issuing Bank the
     amount of such Lender's Pro Rata Share of the amount of the unreimbursed
     drawing by no later than 2:00 p.m. (Toronto time) on the Honour Date, then
     interest shall accrue on such Bank's obligation to make such payment, from
     the Honour Date to the date such Bank makes such payment, at a rate per
     annum equal to the Federal Funds Rate in effect from time to time during
     such period.

(e)  Each Bank's obligation in accordance with this Agreement to make the Loans
     or L/C Advances, as contemplated by this Section 3.03, as a result of a
     drawing under a Letter of Credit, shall be absolute and unconditional and
     without recourse to the applicable Issuing Bank and shall not be affected
     by any circumstance, including (i) any set-off, counterclaim, recoupment,
     defence or other right which such Bank may have against the


<PAGE>   46

                                      -40-

     Issuing Bank, the Borrower or any other Person for any reason whatsoever;
     (ii) the occurrence or continuance of a Default, an Event of Default or a
     Material Adverse Effect; or (iii) any other circumstance, happening or
     event whatsoever, whether or not similar to any of the foregoing.

3.04 Repayment of Participations

(a)  Upon (and only upon) receipt by the Issuing Bank of immediately available
     funds from the applicable Borrower (i) in reimbursement of any payment made
     by the Issuing Bank under the Letter of Credit with respect to which any
     Bank has paid to the Issuing Bank for such participation in the Letter of
     Credit pursuant to Section 3.03 or (ii) in payment of interest thereon, the
     Issuing Bank will pay to each Bank in the same funds as those received by
     the Issuing Bank, the amount of such Bank's Pro Rata Share of such funds,
     and the Issuing Bank shall receive the amount of the Pro Rata Share of such
     funds of any Bank that did not so pay.

(b)  If the Issuing Bank is required at any time to return to the Company or the
     US Borrower, or to a trustee, receiver, liquidator, custodian, or any
     official in any Insolvency Proceeding, any portion of the payments made by
     the Company or US Borrower to the Issuing Bank pursuant to Section 3.04(a)
     in reimbursement of a payment made under a Letter of Credit or interest or
     fee thereon, each Bank shall, on demand of the Agent, forthwith return to
     the Agent or the Issuing Bank the amount of its Pro Rata Share of any
     amounts so returned by the Issuing Bank plus interest thereon from the date
     such demand is made to the date such amounts are returned by such Bank to
     the Agent or the Issuing Bank, at a rate per annum equal to the Federal
     Funds Rate in effect from time to time.

3.05 Obligations Absolute The obligations of the applicable Borrower under this
Agreement and any L/C-related document to reimburse the Issuing Bank for a
drawing under a Letter of Credit, and to repay any L/C Loan and any drawing
under a Letter of Credit converted into Base Rate Loans, shall be unconditional
and irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement and each such other L/C-related document under all circumstances. The
obligations of a Borrower to reimburse the Issuing Bank (or the applicable Agent
on behalf of the Issuing Bank) for payment to a beneficiary of an L/C shall
survive termination of this Agreement and shall, except for matters arising from
the Issuing Bank's wilful misconduct or negligence (which shall include
instances where the fraud by a beneficiary has been established to the knowledge
of the Issuing Bank so as to make the fraud clear or obvious to the Issuing
Bank), be absolute and unconditional and shall not be reduced by a demand or
other request for payment of the L/C (a "Demand") paid or acted upon being
invalid, insufficient, fraudulent or forged, or be subject to any defence or be
affected by any right of set-off, counterclaim or recoupment which such Borrower
may now or hereafter have against the beneficiary, the Issuing Bank or any other
Person for any reason whatsoever, including the fact that the Issuing Bank or
its correspondents paid a Demand or Demands (if applicable) aggregating up to
the amount of the


<PAGE>   47

                                      -41-

L/C notwithstanding any contrary instructions from a Borrower to the Issuing
Bank or applicable Agent. Any action, inaction or omission taken or suffered by
the Issuing Bank or by the Issuing Bank's correspondent under or in connection
with an L/C or any Demand, if in good faith and in conformity with foreign, US
or Canadian laws, regulations or customs applicable thereto shall be binding on
each Borrower and their respective subsidiaries and shall not place either Agent
or the Issuing Bank or any of its correspondents under any resulting liability
to the Borrowers, their subsidiaries or any of them. Without limiting the
generality of the foregoing, the Issuing Bank and its correspondents may
receive, accept or pay as complying with the terms of the L/C, any Demand
otherwise in order which may be signed by, or issued to, any administrator,
executor, trustee in bankruptcy, receiver or other Person acting as a
representative of, or in place of, the beneficiary. Each of the Borrowers
covenants that, in the absence of fraud on the part of the beneficiary of an
L/C, it will not take steps, issue any instructions to the Issuing Bank or any
correspondence or institute any proceedings intended to derogate from the right
or ability of the Issuing Bank or its correspondents to honour or pay any
Demand.

3.06 Cash Collateral Pledge. Upon (a) the request of the applicable Agent or the
Majority Lenders, if the Issuing Bank has honoured any full or partial drawing
request on any Letter of Credit and such drawing has resulted in an L/C Loan
hereunder at a time when any Event of Default has occurred and is continuing, or
(b) if, as of the Termination Date, any Letters of Credit may for any reason
remain outstanding and partially or wholly undrawn, then, the applicable
Borrower shall immediately Cash Collateralize the L/C Obligations in an amount
equal to such L/C Obligations.

                                   ARTICLE IV
                     TAXES, YIELD PROTECTION AND ILLEGALITY

4.01 Taxes.

(a)  Subject to Section 4.01(b), any and all payments by the Company or the US
     Borrower to each Bank or the Agents under this Agreement and any other Loan
     Document shall be made free and clear of, and without deduction or
     withholding for, any Taxes. In addition, the Company or the US Borrower, as
     the case may be, shall pay all Other Taxes.

(b)  If the Company or the US Borrower shall be required by law to deduct or
     withhold any Taxes, Other Taxes or Further Taxes from or in respect of any
     sum payable hereunder to any Bank or the Agents, then:

     (i)  the sum payable shall be increased as necessary so that, after making
          all required deductions and withholdings (including deductions and
          withholdings applicable to additional sums payable under this
          Section), such Bank or the Agents, as the case may be, receives and
          retains an amount equal to the sum it would have received and retained
          had no such deductions or withholdings been made;


<PAGE>   48

                                      -42-

     (ii) the Company or the US Borrower, as the case may be, shall make such
          deductions and withholdings;

    (iii) the Company or the US Borrower, as the case may be, shall pay the
          full amount deducted or withheld to the relevant taxing authority or
          other authority in accordance with applicable law; and

     (iv) the Company or the US Borrower, as the case may be, shall also pay to
          each Bank or the Agents for the account of such Bank, at the time
          interest is paid, Further Taxes in the amount that the respective Bank
          specifies as necessary to preserve the after-tax yield the Bank would
          have received if such Taxes, Other Taxes or Further Taxes had not been
          imposed.

(c)  The Company agrees to indemnify and hold harmless each Bank and the Agents
     for the full amount of i) Taxes, ii) Other Taxes, and iii) Further Taxes
     paid by Banks in the amount that the respective Bank specifies as necessary
     to preserve the after-tax yield the Bank would have received if such Taxes,
     Other Taxes or Further Taxes had not been imposed, and any liability
     (including penalties, interest, additions to tax and expenses) arising
     therefrom or with respect thereto, whether or not such Taxes, Other Taxes
     or Further Taxes were correctly or legally asserted. Payment under this
     indemnification shall be made within 30 days after the date the Bank or the
     Agents make written demand therefor.

(d)  Under this Section within 30 days after the date of any payment by the
     Company of Taxes, Other Taxes or Further Taxes, under Section 4.01(b) the
     Company or the US Borrower, as the case may be, shall furnish to each Bank
     or the Agents the original or a certified copy of a receipt evidencing
     payment thereof, or other evidence of payment satisfactory to such Bank or
     the Agents.

(e)  If the Company or the US Borrower, as the case may be, is required to pay
     any amount to any Bank or the Agents pursuant to subsection (b) or (c) of
     this Section, then such Bank shall use reasonable efforts (consistent with
     legal and regulatory restrictions) to change the jurisdiction of its
     Lending Office so as to eliminate any such additional payment by the
     Company or the US Borrower which may thereafter accrue, if such change in
     the sole judgment of such Bank is not otherwise disadvantageous to such
     Bank.

4.02 Illegality.

(a)  If any Bank determines that the introduction of any Requirement of Law, or
     any change in any Requirement of Law, or in the interpretation or
     administration of any Requirement of Law, has made it unlawful, or that any
     central bank or other Governmental Authority has asserted that it is
     unlawful, for any Bank or its applicable Lending Office to make LIBOR
     Loans, then, on notice thereof by the Bank to the Company through the
     applicable


<PAGE>   49

                                      -43-

     Agent, any obligation of that Bank to make LIBOR Loans shall be suspended
     until the Bank notifies the applicable Agent and the Company that the
     circumstances giving rise to such determination no longer exist.

(b)  If a Bank determines that it is unlawful to maintain any LIBOR Loan, each
     Borrower shall, upon its receipt of notice of such fact and demand from
     such Bank (with a copy to the applicable Agent), prepay in full such LIBOR
     Loans of that Bank then outstanding, together with interest accrued thereon
     and amounts required under Section 4.04, either on the last day of the
     Interest Period thereof, if the Bank may lawfully continue to maintain such
     LIBOR Loans to such day, or immediately, if the Bank may not lawfully
     continue to maintain such LIBOR Loan. If any Borrower is required to so
     prepay any LIBOR then concurrently with such prepayment, the Borrower shall
     borrow from the affected Bank, in the amount of such repayment, a Base Rate
     Loan.

(c)  If the obligation of any Bank to make or maintain LIBOR Loans has been so
     terminated or suspended, the Borrower may elect, by giving notice to the
     Bank through the applicable Agent that all Loans which would otherwise be
     made by the Bank as LIBOR Loans shall be instead a Base Rate Loan.

(d)  Before giving any notice to an Agent under this Section, the affected Bank
     shall designate a different Lending Office with respect to its LIBOR Loans
     if such designation will avoid the need for giving such notice or making
     such demand and will not, in the judgment of the Bank, be illegal or
     otherwise disadvantageous to the Bank.

4.03 Increased Costs and Reduction of Return.

(a)  If any Bank determines that, due to either (i) the introduction of or any
     change in or in the interpretation of any law or regulation or (ii) the
     compliance by that Bank with any guideline or request from any central bank
     or other Governmental Authority (whether or not having the force of law),
     there shall be any increase in the cost to such Bank of agreeing to make or
     making, funding or maintaining any LIBOR Loans, B/A Equivalent Loans or
     participating in L/Cs, then the Company or the US Borrower shall be liable
     for, and shall from time to time, upon demand (with a copy of such demand
     to be sent to the Agent), pay to the applicable Agent for the account of
     such Bank, additional amounts as are sufficient to compensate such Bank for
     such increased costs.

(b)  If any Bank shall have determined that (i) the introduction of any Capital
     Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation,
     (iii) any change in the interpretation or administration of any Capital
     Adequacy Regulation by any central bank or other Governmental Authority
     charged with the interpretation or administration thereof, or (iv)
     compliance by the Bank (or its Lending Office) or any corporation
     controlling the Bank with any Capital Adequacy Regulation, affects or would
     affect the amount of capital


<PAGE>   50

                                      -44-

     required or expected to be maintained by the Bank or any corporation
     controlling the Bank and (taking into consideration such Bank's or such
     corporation's policies with respect to capital adequacy and such Bank's
     desired return on capital) determines that the amount of such capital is
     increased as a consequence of its Commitments, loans, credits or
     obligations under this Agreement, then, upon demand of such Bank to any
     Borrower through the applicable Agent, such Borrower shall pay to the Bank,
     from time to time as specified by the Bank, additional amounts sufficient
     to compensate the Bank for such increase.

4.04 Funding Losses. Each Borrower shall reimburse each Bank and hold each Bank
harmless from any loss or expense which the Bank may sustain or incur as a
consequence of:

(a)  the failure of such Borrower to make on a timely basis any payment of
     principal or interest of any LIBOR Loan or B/A Equivalent Loan;

(b)  the failure of such Borrower to borrow, continue or convert a Loan after
     the Borrower has given (or is deemed to have given) a Notice of Borrowing
     or Notice of Conversion/Continuation;

(c)  the failure of such Borrower to make any prepayment in accordance with any
     notice delivered under Section 2.07;

(d)  the prepayment (including pursuant to Section 2.07) or other payment
     (including after acceleration thereof) of a LIBOR Loan or B/A Equivalent
     Loan on a day that is not the last day of the relevant Interest Period; or

(e)  the automatic conversion of a LIBOR Loan or a B/A Equivalent Loan under
     Section 2.04 or 2.06, as the case may be on a day that is not the last day
     of a relevant Interest Period,

including any such loss or expense arising from the liquidation or reemployment
of funds obtained by it to maintain its LIBOR Loans or B/A Equivalent Loans or
from fees payable to terminate the deposits from which such funds were obtained.

4.05 Inability to Determine Rates. If an Agent determines that for any reason
adequate and reasonable means do not exist for determining the LIBO Rate for any
requested LIBOR Period with respect to a proposed LIBOR Loan, or that the LIBO
Rate applicable does not adequately and fairly reflect the cost to the
applicable Banks of funding such Loan, the Agent will promptly so notify the
applicable Borrower and each applicable Bank. Thereafter, the obligation of such
Banks to make or maintain LIBOR Loans, as the case may be, hereunder shall be
suspended until the applicable Agent revokes such notice in writing. Upon
receipt of such notice, either Borrower may revoke any Notice of Borrowing or
Notice of Conversion/Continuation then submitted by it. If the applicable
Borrower does not revoke such Notice, the applicable Banks shall make, convert
or continue the Loans, as proposed by the applicable Borrower in the amount
specified in the


<PAGE>   51

                                      -45-

applicable notice submitted by such Borrower, but such Loans shall be made,
converted or continued as Base Rate Loans instead of LIBOR Loans.

4.06 Certificates of Banks. Any Bank claiming reimbursement or compensation
under this Article IV shall deliver to the applicable Borrower (with a copy to
applicable the Agent) a certificate setting forth in reasonable detail the
amount payable to the Bank hereunder and such certificate shall be conclusive
and binding on the applicable Borrower in the absence of manifest error.

4.07 Survival. The agreements and obligations of the Borrowers in this Article
IV shall survive the payment of all other Obligations.

                                    ARTICLE V
                              CONDITIONS PRECEDENT

5.01 Conditions of Initial Loans. The obligation of each Bank to make its
initial Loan hereunder is subject to the condition that the Canadian Agent shall
have received on or before the Closing Date all of the following, in form and
substance satisfactory to the Canadian Agent and each Bank, and in sufficient
copies for each Bank:

(a)  Credit Agreement. This Agreement executed by each party thereto;

(b)  Borrower Guarantees, Subsidiary Guarantees and Security. Each Guarantor
     shall have authorized, executed and delivered a Guarantee in form
     satisfactory to the Canadian Agent, as well as such security documentation
     as the Agent may request, which shall include Security Agreements from each
     Guarantor;

(c)  Resolutions; Incumbency.

     (i)  Copies of the resolutions of the board of directors of each Borrower
          authorizing the transactions contemplated hereby, certified as of the
          Closing Date by the Secretary of each Borrower;

     (ii) A certificate of the Secretary of each Borrower certifying the names
          and true signatures of the officers of each Borrower authorized to
          execute, deliver and perform, as applicable, this Agreement, and all
          other Loan Documents to be delivered by it hereunder;


<PAGE>   52


                                      -46-

    (iii) Copies of the resolutions of the board of directors of each Guarantor
          authorizing the Guarantee contemplated hereby, certified as of the
          Closing Date by the Secretary of each Guarantor; and

     (iv) A certificate of the Secretary of each Guarantor certifying the names
          and true signatures of the officers of each Guarantor authorized to
          execute, deliver and perform, as applicable, the Guarantees, and all
          other Loan Documents to be delivered by it hereunder;

(d)  Organization Documents; Good Standing. Each of the following documents:

     (i)  the Organization Documents of each Borrower as in effect on the
          Closing Date, certified by the Secretary of each Borrower as of the
          Closing Date; and

     (ii) a good standing certificate (or the equivalent) for each Borrower;

     (iii) the Organization Document of each Guarantor as in effect on the
          Closing Date, certified by the Secretary of each Guarantor as of the
          Closing Date; and

     (iv) a good standing certificate (or the equivalent) for each Guarantor;

(e)  Legal Opinions.

     (i)  an opinion of Stikeman, Elliott, counsel to the Company and addressed
          to the Agents and the Banks, in form satisfactory to the Agents, the
          Banks and their counsel;

     (ii) an opinion of Hogan & Hartson, counsel to the US Borrower and
          addressed to the Agents and the Banks, in form satisfactory to the
          Agents, the Banks and their counsel.

(f)  Payment of Fees. Evidence of payment by the Company on drawdown under the
     initial Loan of all accrued and unpaid fees, costs and expenses to the
     extent then due and payable on the Closing Date, together with Attorney
     Costs of BACAN to the extent invoiced prior to or on the Closing Date,
     including any such costs, fees and expenses arising under or referenced in
     Sections 2.11 and 11.04;

(g)  Collateral Documents. The Collateral Documents, executed by the Company or
     the US Borrower as applicable, in appropriate form for recording, where
     necessary, together with

     (i)  acknowledgment copies of all UCC or PPSA financing statements filed,
          registered or recorded to perfect the security interests of the Agents
          for the benefit of the


<PAGE>   53

                                      -47-

          Banks, or other evidence satisfactory to the Agents that there has
          been filed, registered or recorded all financing statements and other
          filings, registrations and recordings necessary and advisable to
          perfect the Liens of the Agents for the benefit of the Banks in
          accordance with applicable law;

     (ii) written advice of Borrowers' counsel relating to such Lien and
          judgment searches as the Agents shall have requested, and such
          termination statements or other documents as may be necessary to
          confirm that the Collateral is subject to no other Liens in favor of
          any Persons (other than Permitted Liens);

     (iii) all certificates and instruments representing the Pledged Collateral,
          all original Inter-Company Notes, stock transfer powers executed in
          blank with signatures guaranteed as the Agents or the Banks may
          specify;

     (iv) evidence that all other actions necessary or, in the opinion of the
          Agents or the Banks, desirable to perfect and protect the first
          priority security interest created by the Collateral Documents have
          been taken;

     (v)  where appropriate, flood insurance and earthquake insurance on terms
          satisfactory to the Agents and the Banks;

     (vi) evidence that all other actions necessary or, in the opinion of the
          Agents or the Banks, desirable to perfect and protect the first
          priority Lien created by the Collateral Documents, and to enhance the
          Agents' ability to preserve and protect its interests in and access to
          the Collateral, have been taken;

(h)  Insurance Policies. Standard lenders' payable endorsements with respect to
     the insurance policies or other instruments or documents evidencing
     insurance coverage on the assets of the Company and/or the US Borrower in
     accordance with Section 7.06;

(i)  Environmental Review. An environmental site assessment with respect to the
     real property owned or leased by a Borrower or any of its Subsidiaries, as
     listed on Schedule 5.01(i), dated as of a recent date prior to the Closing
     Date or otherwise satisfactory to the Agents and the Banks, prepared by a
     qualified firm acceptable to the Agents and the Banks, stating, among other
     things, that such real property is free from Hazardous Materials and that
     operations conducted thereon are in compliance with all Environmental Laws;

(j)  Certificate. A certificate signed by a Responsible Officer, dated as of the
     Closing Date, stating that:

     (i)  the representations and warranties contained in Article VI are true
          and correct on and as of such date, as though made on and as of such
          date;


<PAGE>   54


                                      -48-

     (ii) no Default or Event of Default exists or would result from the initial
          Borrowing; and

     (iii) there has occurred since December 31, 1998, no event or circumstance
          that has resulted or could reasonably be expected to result in a
          Material Adverse Effect.

(k)  Private Placement. Evidence that the Private Placement has been completed
     by the US Borrower on the terms as previously disclosed to the Banks and
     the Agents, and on terms satisfactory to the Banks and the Agents.

(l)  Litigation. The absence of any action, suit, investigation or proceeding
     pending or threatened in any court or before any arbitrator or Governmental
     Authority that, if determined adversely to the Company or any Subsidiary,
     could reasonably be expected to have a Material Adverse Effect;

(m)  Due Diligence. Receipt and review, with results satisfactory to the Agents,
     the Banks and their counsel, of information regarding various matters
     relating to the Company and its Subsidiaries, including litigation, tax,
     accounting, labour, insurance, pension liabilities (actual or contingent),
     real estate leases, material contracts, debt agreements, property
     ownership, environmental matters, contingent liabilities and management;

(n)  Year 2000. Receipt and review, with results satisfactory to the Agents and
     the Banks, of a report prepared by the Company confirming that (i) the
     Company and its Subsidiaries are taking all necessary and appropriate steps
     to ascertain the extent of, and to quantify and successfully address,
     business and financial risks facing the Company and its Subsidiaries as a
     result of what is commonly referred to as the "Year 2000 Problem" (i.e.,
     the inability of certain computer applications to recognize correctly and
     perform date-sensitive functions involving certain dates prior to and after
     December 31, 1999), including risks resulting from the failure of key
     vendors and customers of the Company and its Subsidiaries to successfully
     address the Year 2000 Problem, and (b) the Company's and its Subsidiaries'
     material computer applications and those of its key vendors and customers
     will, on a timely basis, adequately address the Year 2000 Problem in all
     material respects;

(o)  Other Documents. Such other approvals, opinions, documents or materials as
     the Agents or any Bank may request, including evidence that all existing
     capital loans, term loans and revolving loans of the Company and/or the US
     Borrower have been repaid in full, other than the bonds issued as part of
     the Private Placement.

5.02 Conditions to All Borrowings. The obligation of each Bank to make any Loan
to be made by it (including its initial Loan) or to continue or convert any Loan
under Section 2.04 or 2.06, as the case may be is subject to the satisfaction of
the following conditions precedent on the relevant Borrowing Date or
Conversion/Continuation Date:


<PAGE>   55

                                      -49-

(a)  Notice of Borrowing or Conversion/Continuation. The applicable Agent shall
     have received (with, in the case of the initial Loan only, a copy for each
     Bank) a Notice of Borrowing or a Notice of Conversion/Continuation, as
     applicable;

(b)  Continuation of Representations and Warranties. The representations and
     warranties in Article VI shall be true and correct on and as of such
     Borrowing Date or Conversion/Continuation Date with the same effect as if
     made on and as of such Borrowing Date or Conversion/Continuation Date
     (except to the extent such representations and warranties expressly refer
     to an earlier date, in which case they shall be true and correct as of such
     earlier date);

(c)  No Existing Default. No Default or Event of Default shall exist or shall
     result from such Borrowing or continuation or conversion; and

(d)  No Future Advance Notice. Neither the Agents nor any Bank shall have
     received from a Borrower any notice that any Collateral Document will no
     longer secure on a first priority basis future advances or future Loans to
     be made or extended under this Agreement.

Each Notice of Borrowing or Notice of Conversion/Confirmation submitted by a
Borrower hereunder shall constitute a representation and warranty by such
Borrower hereunder, as of the date of each such notice and as of each Borrowing
Date or Conversion/Continuation Date or that the conditions in this Section 5.02
are satisfied.


                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

     The Company and the US Borrower each represents and warrants to the Agents
and each Bank that:

6.01 Corporate Existence and Power. Each Borrower and each of its Subsidiaries:

(a)  is a corporation duly organized, validly existing and in good standing
     under the laws of the jurisdiction of its incorporation;

(b)  has the power and authority and all governmental licenses, authorizations,
     consents and approvals to own its assets, carry on its business and to
     execute, deliver, and perform its obligations under the Loan Documents;


<PAGE>   56


                                      -50-

(c)  is licensed and in good standing under the laws of each jurisdiction where
     its ownership, lease or operation of property or the conduct of its
     business requires such qualification or license; and

(d)  is in compliance with all Requirements of Law, except for those, the
     non-compliance with which would not have a Material Adverse Effect on the
     Borrower or its Subsidiaries;

6.02 Corporate Authorization; No Contravention. The execution, delivery and
performance by each Borrower and each of its Subsidiaries of this Agreement and
each other Loan Document to which such Borrower or Subsidiary is party, have
been duly authorized by all necessary corporate action, and do not and will not:

(a)  contravene the terms of any of that Borrower's or Subsidiary's Organization
     Documents;

(b)  conflict with or result in any breach or contravention of, or the creation
     of any Lien under, any document evidencing any Contractual Obligation to
     which such Borrower or Subsidiary is a party or any order, injunction, writ
     or decree of any Governmental Authority to which such Borrower or its
     property is subject other than under the Collateral Documents; or

(c)  violate any Requirement of Law, except for those, the non-compliance with
     which would not have a Material Adverse Effect on the Borrower, the
     Subsidiary or its Subsidiaries.

6.03 Governmental Authorization. No approval, consent, exemption, authorization,
or other action by, or notice to, or filing with, any Governmental Authority
(except for recordings or filings in connection with the Liens granted to the
Agents under the Collateral Documents) is necessary or required in connection
with the execution, delivery or performance by, or enforcement against, either
Borrower of the Agreement or any other Loan Document or by any of its
Subsidiaries of any Loan Document to which it is a party.

6.04 Binding Effect. This Agreement and each other Loan Document to which a
Borrower or any of its Subsidiaries is a party constitute the legal, valid and
binding obligations of such Borrower and such Subsidiary enforceable against
such Borrower and such Subsidiary in accordance with their respective terms,
except as enforceability may be limited by applicable bankruptcy, insolvency, or
similar laws affecting the enforcement of creditors' rights generally or by
equitable principles relating to enforceability.

6.05 Litigation. Except as listed on Schedule 6.05, there are no actions, suits,
proceedings, claims or disputes pending, or to the best knowledge of either
Borrower, threatened or contemplated, at law, in equity, in arbitration or
before any Governmental Authority, against such Borrower or its Subsidiaries or
any of their respective properties which:


<PAGE>   57

                                      -51-


(a)  purport to affect or pertain to this Agreement or any other Loan Document,
     or any of the transactions contemplated hereby or thereby; or

(b)  are for amounts of $100,000 or more or which, if determined adversely to
     such Borrower or its Subsidiaries, would reasonably be expected to have a
     Material Adverse Effect.

No injunction, writ, temporary restraining order or any order of any nature has
been issued by any court or other Governmental Authority purporting to enjoin or
restrain the execution, delivery or performance of this Agreement or any other
Loan Document, or directing that the transactions provided for herein or therein
not be consummated as herein or therein provided.

6.06 No Default. No Default or Event of Default exists or would result from the
incurring of any Obligations by a Borrower or from the grant or perfection of
the Liens of the Agents and the Banks on the Collateral. As of the Closing Date,
neither Borrower nor any Subsidiary is in default under or with respect to any
Contractual Obligation in any respect which, individually or together with all
such defaults, could reasonably be expected to have a Material Adverse Effect,
or that would, if such default had occurred after the Closing Date, create an
Event of Default under subsection 9.01(e).

6.07 ERISA Compliance. Except as specifically disclosed in Schedule 6.07:

(a)  Each Plan is, to the best of the US Borrower's knowledge, in compliance in
     all material respects with the applicable provisions of ERISA, the Code and
     other federal or state law. Each Plan which is intended to qualify under
     Section 401(a) of the Code has received a favorable determination letter
     from the IRS and to the best knowledge of the US Borrower, nothing has
     occurred which would cause the loss of such qualification. The US Borrower
     and each ERISA Affiliate has made all required contributions to any Plan
     subject to Section 412 of the Code, and no application for a funding waiver
     or an extension of any amortization period pursuant to Section 412 of the
     Code has been made with respect to any Plan.

(b)  To the best of the US Borrower's knowledge, there are no pending or
     threatened claims, actions or lawsuits, or action by any Governmental
     Authority, with respect to any Plan which has resulted or could reasonably
     be expected to result in a Material Adverse Effect. To the best of the US
     Borrower's knowledge, there has been no prohibited transaction or violation
     of the fiduciary responsibility rules with respect to any Plan which has
     resulted or could reasonably be expected to result in a Material Adverse
     Effect.

(c)  (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no
     Pension Plan has any Unfunded Pension Liability except as disclosed on
     Schedule 6.07; (iii) neither the US Borrower nor any ERISA Affiliate has
     incurred, or reasonably expects to incur, any liability under Title IV of
     ERISA with respect to any Pension Plan (other than premiums


<PAGE>   58

                                      -52-

     due and not delinquent under Section 4007 of ERISA); (iv) neither the US
     Borrower nor any ERISA Affiliate has incurred, or reasonably expects to
     incur, any liability (and no event has occurred which, with the giving of
     notice under Section 4219 of ERISA, would result in such liability) under
     Section 4201 or 4243 of ERISA with respect to a Multi- employer Plan; and
     (v) neither the US Borrower nor any ERISA Affiliate has engaged in a
     transaction that could be subject to Section 4069 or 4212(c) of ERISA.

6.08 Use of Proceeds; Margin Regulations. The proceeds of the Loans are to be
used solely for the purposes set forth in and permitted by Section 7.12 and
Section 8.07. Neither Borrower nor any Subsidiary is generally engaged in the
business of purchasing or selling Margin Stock or extending credit for the
purpose of purchasing or carrying Margin Stock.

6.09 Title to Properties. Each Borrower and each Subsidiary have good record and
marketable title in fee simple to, or valid leasehold interests in, all real
property necessary or used in the ordinary conduct of their respective
businesses, except for such defects in title as could not, individually or in
the aggregate, have a Material Adverse Effect. As of the Closing Date, the
property of each Borrower and their Subsidiaries is subject to no Liens, other
than Permitted Liens.

6.10 Taxes. Each Borrower and their Subsidiaries have filed all federal,
provincial and other material tax returns and reports required to be filed, and
have paid all federal, provincial and other material taxes, assessments, fees
and other governmental charges levied or imposed upon them or their properties,
income or assets otherwise due and payable, except those which are being
contested in good faith by appropriate proceedings and for which adequate
reserves have been provided in accordance with GAAP. There is no proposed tax
assessment against either Borrower or any Subsidiary that would, if made, have a
Material Adverse Effect.

6.11 Financial Condition.

(a)  The audited consolidated financial statements of the Company and its
     Subsidiaries dated December 31, 1998, and the related consolidated
     statements of income or operations, shareholders' equity and cash flows for
     the fiscal year ended on that date and the unaudited statements of the
     Company and its Subsidiaries dated March 31, 1999:

     (i)  were prepared in accordance with GAAP consistently applied throughout
          the period covered thereby or restated as necessary, except as
          otherwise expressly noted therein;

     (ii) fairly present the financial condition of the Company and its
          Subsidiaries as of the date thereof and results of operations for the
          period covered thereby; and


<PAGE>   59


                                      -53-

    (iii) except as specifically disclosed in Schedule 6.11, show all material
          indebtedness and other liabilities, direct or contingent, of the
          Company and its consolidated Subsidiaries as of the date thereof,
          including liabilities for taxes, material commitments and Contingent
          Obligations.

(b)  Since December 31, 1998, there has been no Material Adverse Effect.

6.12 Environmental Matters.

(a)  The on-going operations of each Borrower and each of their Subsidiaries
     comply in all respects with all Environmental Laws, except such
     noncompliance which would not (if enforced in accordance with applicable
     law) result in liability in excess of $100,000 in the aggregate.

(b)  Each Borrower and each of their Subsidiaries have obtained all licenses,
     permits, authorizations and registrations required under any Environmental
     Law ("Environmental Permits") and necessary for their respective ordinary
     course operations, all such Environmental Permits are in good standing, and
     each Borrower and each of their Subsidiaries are in compliance with all
     material terms and conditions of such Environmental Permits.

(c)  None of the Borrowers, any of their Subsidiaries or any of their respective
     present property or operations, is subject to any outstanding written order
     from or agreement with any Governmental Authority, nor subject to any
     judicial or docketed administrative proceeding, respecting any
     Environmental Law, Environmental Claim or Hazardous Material, except those
     as set forth in Schedule 6.12.

(d)  There are no Hazardous Materials or other conditions or circumstances
     existing with respect to any property of either Borrower or any Subsidiary,
     or arising from operations prior to the Closing Date, of either Borrower or
     any of their Subsidiaries that would reasonably be expected to give rise to
     Environmental Claims with a potential liability of a Borrower and their
     Subsidiaries in excess of $100,000 in the aggregate for any such condition,
     circumstance or property, except those as set forth in Schedule 6.12. In
     addition, (i) neither Borrower nor any Subsidiary has any underground
     storage tanks (x) that are not properly registered or permitted under
     applicable Environmental Laws, or (y) that are leaking or disposing of
     Hazardous Materials offsite, and (ii) each Borrower and its Subsidiaries
     have notified all of their employees of the existence, if any, of any
     health hazard arising from the conditions of their employment and have met
     all notification requirements under all Environmental Laws.

6.13 Collateral Documents.


<PAGE>   60

                                      -54-

(a)  The provisions of the Collateral Documents in aggregate are effective to
     create in favour of the Agents for the benefit of the Banks, a legal, valid
     and enforceable first priority security interest in all right, title and
     interest of the respective Borrower and its Subsidiaries in the Collateral
     described therein subject to Permitted Liens; and financing statements have
     been filed in the offices in all of the jurisdictions listed in the
     schedules to the Security Agreements.

(b)  All representations and warranties of each Borrower and any of their
     Subsidiaries party thereto contained in the Collateral Documents are true
     and correct.

6.14 Regulated Entities. None of the Borrowers, any Person controlling a
Borrower, or any Subsidiary, is an "Investment Company" within the meaning of
the Investment Company Act of 1940. Neither Borrower is subject to regulation
under the Public Utility Holding Company Act of 1935, the Federal Power Act, the
Interstate Commerce Act, any state public utilities code, or any other Federal
or state statute or regulation limiting its ability to incur Indebtedness.

6.15 No Burdensome Restrictions. Neither Borrower nor any Subsidiary is a party
to or bound by any Contractual Obligation, or subject to any restriction in any
Organization Document, or any Requirement of Law, which could reasonably be
expected to have a Material Adverse Effect.

6.16 Copyrights, Patents, Trademarks and Licenses, etc. Each Borrower and its
Subsidiaries own or are licensed or otherwise have the right to use all of the
patents, trademarks, service marks, trade names, copyrights, contractual
franchises, authorizations and other rights that are reasonably necessary for
the operation of their respective businesses, without conflict with the rights
of any other Person. To the best knowledge of each Borrower, no slogan or other
advertising device, product, process, method, substance, part or other material
now employed, or now contemplated to be employed, by each Borrower or any
Subsidiary infringes upon any rights held by any other Person. Except as
specifically disclosed in Schedule 6.05, no claim or litigation regarding any of
the foregoing is pending or threatened, and no patent, invention, device,
application, principle or any statute, law, rule, regulation, standard or code
is pending or, to the knowledge of such Borrower, proposed, which, in either
case, could reasonably be expected to have a Material Adverse Effect.

6.17 Subsidiaries. As of the Closing Date, the Company has no Subsidiaries other
than those specifically disclosed in part (a) of Schedule 6.17 hereto and has no
equity investments in any other corporation or entity other than those
specifically disclosed in part (b) of Schedule 6.17.

6.18 Insurance. The properties of each Borrower and their Subsidiaries are
insured with financially sound and reputable insurance companies not Affiliates
of such Borrower, in such amounts, with such deductibles and covering such risks
as are customarily carried by companies engaged in similar businesses and owning
similar properties in localities where each Borrower or such Subsidiary
operates.


<PAGE>   61

                                      -55-

6.19 Solvency. The Company and its Subsidiaries, on a consolidated basis, are
not Insolvent.

6.20 Full Disclosure. None of the representations or warranties made by each
Borrower or any Subsidiary in the Loan Documents as of the date such
representations and warranties are made or deemed made, and none of the
statements contained in any exhibit, report, statement or certificate furnished
by or on behalf of a Borrower or any Subsidiary in connection with the Loan
Documents (including the offering and disclosure materials delivered by or on
behalf of a Borrower to the Banks prior to the Closing Date), contains any
untrue statement of a material fact or omits any material fact required to be
stated therein or necessary to make the statements made therein, in light of the
circumstances under which they are made, not misleading as of the time when made
or delivered.


                                   ARTICLE VII
                              AFFIRMATIVE COVENANTS

     So long as any Bank shall have any Commitment hereunder, or any Loan or
other Obligation shall remain unpaid or unsatisfied, unless the Majority Banks
waive compliance in writing:

7.01 Financial Statements. The Company shall deliver to each Bank and the
Agents, in form and detail satisfactory to the Agents and the Majority Banks:

(a)  as soon as available, but not later than 90 days after the end of each
     fiscal year (commencing with the fiscal year ended December 31, 1999), a
     copy of the audited consolidated balance sheet of the Company and its
     Subsidiaries as at the end of such year and the related consolidated
     statements of income or operations, shareholders' equity and cash flows for
     such year, setting forth in each case in comparative form the figures for
     the previous fiscal year, and accompanied by the opinion of a nationally
     recognized independent public accounting firm ("Independent Auditor") which
     report shall state that such consolidated financial statements present
     fairly the financial position for the periods indicated in conformity with
     GAAP applied on a basis consistent with prior years. Such opinion shall not
     be qualified or limited because of a restricted or limited examination by
     the Independent Auditor of any material portion of the Company's or any
     Subsidiary's records;

(b)  as soon as available, but not later than 45 days after the end of each of
     the first three fiscal quarters of each fiscal year (commencing with the
     fiscal quarter ended March 31, 1999), a copy of the unaudited consolidated
     balance sheet of the Company and its Subsidiaries as of the end of such
     quarter and the related consolidated statements of income, shareholders'
     equity and cash flows for the period commencing on the first day and ending
     on the last day of such quarter, and certified by a Responsible Officer as
     fairly presenting, in


<PAGE>   62

                                      -56-

     accordance with GAAP (subject to ordinary, good faith adjustments), the
     financial position and the results of operations of each Borrower and the
     Subsidiaries;

(c)  as soon as available, but not later than 30 days after the end of each
     month, income statements and balance sheets of the Company and each of its
     Subsidiaries and Excluded Subsidiaries compared to budget for the prior
     month in form satisfactory to the Agents;

(d)  as soon as available, but not later than 90 days after the end of each
     fiscal year (commencing with the fiscal year ended December 31, 1999), a
     copy of an unaudited consolidating balance sheet of the Company, its
     Subsidiaries and its Excluded Subsidiaries as at the end of such year and
     the related consolidating statement of income, shareholders' equity and
     cash flows for such year, and used in connection with the preparation of
     the financial statements referred to in subsection 7.01(a);

(e)  as soon as available, but not later than 30 days after the end of each of
     the first three fiscal quarters of each fiscal year (commencing with the
     fiscal quarter ended March 31, 1999), a copy of the unaudited consolidating
     balance sheets of the Company and its Subsidiaries and its Excluded
     Subsidiaries, and the related consolidating statements of income,
     shareholders' equity and cash flows for such quarter, all certified
     developed and used in connection with the preparation of the financial
     statements referred to in subsection 7.01(b);

(f)  together with the statements required in (a) and (b) above, such other
     statements or information required by the Banks and the Agents reflecting
     an exclusion of Excluded Subsidiaries in such financial statements,
     including a report from the Independent Auditor with respect to the
     consolidating financial statements of the Company and its Subsidiaries.

7.02 Certificates; Other Information. The Company shall furnish to each Bank and
the Agents:

(a)  concurrently with the delivery of the financial statements referred to in
     subsection 7.01(a), a certificate of the Independent Auditor stating that
     in making the examination necessary therefor no knowledge was obtained of
     any Default or Event of Default, except as specified in such certificate;

(b)  concurrently with the delivery of the financial statements referred to in
     subsections 7.01(a) and (b), a Compliance Certificate executed by a
     Responsible Officer, in the form of Exhibit C;

(c)  promptly, copies of all financial statements and reports that the Company
     sends to its shareholders, and copies of all financial statements and
     regular, periodical or special reports (including Forms 10K, 10Q and 8K)
     that the Company or any Subsidiary may make to, or file with, the SEC or
     the OSC; and


<PAGE>   63


                                      -57-

(d)  promptly, such additional information regarding the business, financial or
     corporate affairs of either Borrower or any Subsidiary as the Agents, at
     the request of any Bank, may from time to time request.

7.03 Notices. Each Borrower shall promptly notify the Agents and each Bank:

(a)  of the occurrence of any Default or Event of Default, and of the occurrence
     or existence of any event or circumstance that foreseeably will become a
     Default or Event of Default;

(b)  of (i) any breach or nonperformance of, or any default under, any
     Contractual Obligation of the Borrower or any of its Subsidiaries which
     could result in a Material Adverse Effect; and (ii) any dispute,
     litigation, investigation, proceeding or suspension which may exist at any
     time between such Borrower or any of its Subsidiaries and any Governmental
     Authority;

(c)  of the commencement of, or any material development in, any litigation or
     proceeding affecting such Borrower or any Subsidiary (i) in which the
     amount of damages claimed is $100,000 (or its equivalent in another
     currency or currencies) (if such claim is not covered by insurance) or
     $1,000,000 (if such claim is covered by insurance) or more, (ii) in which
     injunctive or similar relief is sought and which, if adversely determined,
     would reasonably be expected to have a Material Adverse Effect, or (iii) in
     which the relief sought is an injunction or other stay of the performance
     of this Agreement or any Loan Document;

(d)  upon, but in no event later than 10 days after, becoming aware of (i) any
     and all enforcement, cleanup, removal or other governmental or regulatory
     actions instituted, completed or threatened against such Borrower or any
     Subsidiary or any of their respective properties pursuant to any applicable
     Environmental Laws, (ii) all other Environmental Claims, and (iii) any
     environmental or similar condition on any real property adjoining or in the
     vicinity of the property of such Borrower or any Subsidiary that could
     reasonably be anticipated to cause such property or any part thereof to be
     subject to any restrictions on the ownership, occupancy, transferability or
     use of such property under any Environmental Laws;

(e)  of the occurrence of any of the following events affecting the Borrower or
     any ERISA Affiliate (but in no event more than 10 days after such event),
     and deliver to the Agents and each Bank a copy of any notice with respect
     to such event that is filed with a Governmental Authority and any notice
     delivered by a Governmental Authority to the Borrower or any ERISA
     Affiliate with respect to such event:

     (i)  an ERISA Event;

     (ii) a material increase in the Unfunded Pension Liability of any Pension
          Plan;


<PAGE>   64

                                      -58-

    (iii) the adoption of, or the commencement of contributions to, any Plan
          subject to Section 412 of the Code by the Company or any ERISA
          Affiliate; or

     (iv) the adoption of any amendment to a Plan subject to Section 412 of the
          Code, if such amendment results in a material increase in
          contributions or Unfunded Pension Liability;

(f)  of any material change in accounting policies or financial reporting
     practices by the Company or any of its consolidated Subsidiaries;

(g)  of any intention by the Company or a Subsidiary to create or effect an
     Acquisition of an Excluded Subsidiary; and

(h)  of its request that an Excluded Subsidiary be converted to a Subsidiary and
     include in such request:

     (i)  evidence that the assets and shares of such Excluded Subsidiary are
          free from Liens, other than Permitted Liens;

     (ii) detailed information of all Indebtedness of the Excluded Subsidiary;
          and

    (iii) such other information as the Agents and the Banks may reasonably
          request.

     Each notice under this Section shall be accompanied by a written statement
by a Responsible Officer setting forth details of the occurrence referred to
therein, and stating what action the applicable Borrower or any affected
Subsidiary proposes to take with respect thereto and at what time. Each notice
under subsection 7.03(a) shall describe with particularity any and all clauses
or provisions of this Agreement or other Loan Document that have been (or
foreseeably will be) breached or violated.

7.04 Preservation of Corporate Existence, Etc. The Company shall, and shall
cause each Subsidiary to:

(a)  preserve and maintain in full force and effect its corporate existence and
     good standing under the laws of its state or jurisdiction of incorporation;

(b)  preserve and maintain in full force and effect all governmental rights,
     privileges, qualifications, permits, licenses and franchises necessary or
     desirable in the normal conduct of its business;

(c)  use reasonable efforts, in the ordinary course of business, to preserve its
     business organization and goodwill; and


<PAGE>   65

                                      -59-

(d)  preserve or renew all of its registered patents, trademarks, trade names
     and service marks, the non-preservation of which could reasonably be
     expected to have a Material Adverse Effect.

7.05 Maintenance of Property. The Company shall maintain, and shall cause each
Subsidiary to maintain, and preserve all its property which is used or useful in
its business in good working order and condition, ordinary wear and tear
excepted and make all necessary repairs thereto and renewals and replacements
thereof except where the failure to do so could not reasonably be expected to
have a Material Adverse Effect. The Company and each Subsidiary shall use the
standard of care typical in the industry in the operation and maintenance of its
facilities.

7.06 Insurance.

     (a)  In addition to insurance requirements set forth in the Collateral
          Documents, each Borrower shall maintain, and shall cause each of its
          Subsidiaries to maintain, with financially sound and reputable
          independent insurers, insurance with respect to its properties and
          business against loss or damage of the kinds customarily insured
          against by Persons engaged in the same or similar business, of such
          types and in such amounts as are customarily carried under similar
          circumstances by such other Persons. All such insurance shall name the
          Agents as loss payee/mortgagee and as additional insured, for the
          benefit of the Banks, as their interests may appear. The Agents and
          the Banks agree that proceeds from insurance for damage or loss to
          property shall be applied by the applicable Borrower or Subsidiary as
          the case may be to replace or repair such property, provided that
          prior notice of any required repairs or sustained damage to property
          in excess of $250,000 is given to the Agents. All casualty and key man
          insurance maintained by the Company shall name the Agents as loss
          payee and all liability insurance shall name the Agents as additional
          insured for the benefit of the Banks, as their interests may appear.

     (b)  The Company shall furnish the Agents, with sufficient copies for each
          Bank, at reasonable intervals (but not more than once per calendar
          year) a certificate of a Responsible Officer of the Company (and, if
          requested by the Agent, any insurance broker of the Company) setting
          forth the nature and extent of all insurance maintained by the Company
          and its Subsidiaries in accordance with this Section or any Collateral
          Documents (and which, in the case of a certificate of a broker, were
          placed through such broker).

7.07 Payment of Obligations. The Company shall, and shall cause each Subsidiary
to, pay and discharge as the same shall become due and payable, all their
respective obligations and liabilities, including:


<PAGE>   66

                                      -60-

(a)  all Taxes upon it or its properties or assets, unless the same are being
     contested in good faith by appropriate proceedings and adequate reserves in
     accordance with GAAP are being maintained by the Company or such
     Subsidiary;

(b)  all lawful claims which, if unpaid, would by law become a Lien upon its
     property; and

(c)  all indebtedness, as and when due and payable, but subject to any
     subordination provisions contained in any instrument or agreement
     evidencing such Indebtedness.

7.08 Compliance with Laws. The Company shall comply, and shall cause each
Subsidiary to comply, in all material respects with all Requirements of Law of
any Governmental Authority having jurisdiction over it or its business including
labour and employment statutes except such as may be contested in good faith or
as to which a bona fide dispute may exist.

7.09 Compliance with ERISA. The US Borrower shall, and shall cause each of its
ERISA Affiliates to: (a) maintain each Plan in compliance in all material
respects with the applicable provisions of ERISA, the Code and other federal or
state law; (b) cause each Plan which is qualified under Section 401(a) of the
Code to maintain such qualification; and (c) make all required contributions to
any Plan subject to Section 412 of the Code.

7.10 Inspection of Property and Books and Records. Each Borrower shall maintain
and shall cause each Subsidiary to maintain proper books of record and account,
in which full, true and correct entries in conformity with GAAP consistently
applied shall be made of all financial transactions and matters involving the
assets and business of the Borrower and such Subsidiary. Each Borrower shall
permit, and shall cause each Subsidiary to permit, representatives and
independent contractors of the Agents or any Bank to visit and inspect any of
their respective properties, to examine their respective corporate, financial
and operating records, and make copies thereof or abstracts therefrom, and to
discuss their respective affairs, finances and accounts with their respective
directors, officers, and independent public accountants, all at the expense of
the Borrowers and at such reasonable times during normal business hours and as
often as may be reasonably desired, upon reasonable advance notice to the
respective Borrower; provided, however, when an Event of Default exists the
Agents or any Bank may do any of the foregoing at the expense of the Borrowers
at any time during normal business hours and without advance notice. The Agents
and/or the Banks shall make reasonable efforts to ensure any information that is
confidential information of the Company or its Subsidiaries obtained by
independent contractors is kept confidential by such independent contractors.


<PAGE>   67

                                      -61-

7.11 Environmental Laws.

(a)  Each Borrower shall, and shall cause each Subsidiary to, conduct its
     operations and keep and maintain its property in compliance with all
     Environmental Laws.

(b)  Upon the written request of an Agent or any Bank, each Borrower shall
     submit and cause each of its Subsidiaries to submit, to the Agent with
     sufficient copies for each Bank, at the Borrower's sole cost and expense,
     at reasonable intervals, a report providing an update of the status of any
     environmental, health or safety compliance, hazard or liability issue
     identified in any notice or report required pursuant to subsection 7.03(d),
     that could, individually or in the aggregate, result in liability in excess
     of $100,000.

(c)  The Company shall cause an environmental audit(s) to be made in connection
     with any Acquisition that it or any of its Subsidiaries propose or any
     Acquisition of an Excluded Subsidiary, and deliver copies of the same to
     the Agents as soon as such audit is available, the results of which
     indicate that any Estimated Remediation Costs will have no Material Adverse
     Effect.

7.12 Use of Proceeds. The Borrowers shall use the proceeds of the Loans for
working capital, short term liquidity purposes, acquisitions as permitted by
this Agreement (which shall not include hostile acquisitions or Acquisitions of
Excluded Subsidiaries) and other general corporate purposes not in contravention
of any Requirement of Law or of any Loan Document.

7.13 Industrial Development Revenue Bond. The Company shall take immediate steps
to cause the existing Industrial Development Revenue Bond registered against the
real property owned by its Subsidiary, Pyron Corporation, in New York State to
be repaid and discharged as soon as possible and in any event within six months
from the date of this Agreement.

7.14 Further Assurances.

(a)  Each Borrower shall, and shall cause each Subsidiary to, ensure that all
     written information, exhibits and reports furnished to the Agents or the
     Banks do not and will not contain any untrue statement of a material fact
     and do not and will not omit to state any material fact or any fact
     necessary to make the statements contained therein not misleading in light
     of the circumstances in which made, and will promptly disclose to the
     Agents and the Banks and correct any defect or error that may be discovered
     therein or in any Loan Document or in the execution, acknowledgment or
     recordation thereof.

(b)  Promptly upon request by the Agents or the Majority Banks, each Borrower
     shall (and shall cause any of its Subsidiaries to) do, execute,
     acknowledge, deliver, record, rerecord, file, refile, register and
     reregister, any and all such further acts, deeds, conveyances, security
     agreements, mortgages, assignments, estoppel certificates, financing
     statements


<PAGE>   68

                                      -62-

     and continuations thereof, termination statements, notices of assignment,
     transfers, certificates, assurances and other instruments the Agents or
     such Banks, as the case may be, may reasonably require from time to time in
     order (i) to carry out more effectively the purposes of this Agreement or
     any other Loan Document, (ii) to subject to the Liens created by any of the
     Collateral Documents any of the properties, rights or interests covered by
     any of the Collateral Documents, (iii) to perfect and maintain the
     validity, effectiveness and priority of any of the Collateral Documents and
     the Liens intended to be created thereby, and (iv) to better assure,
     convey, grant, assign, transfer, preserve, protect and confirm to the
     Agents and Banks the rights granted or now or hereafter intended to be
     granted to the Banks under any Loan Document or under any other document
     executed in connection therewith; provided that no financing statements
     specific only to and in respect of only of patents, trademarks, copyrights
     or fixtures will be filed or registered prior to a Default or Event of
     Default.


                                  ARTICLE VIII
                               NEGATIVE COVENANTS

     So long as any Bank shall have any Commitment hereunder, or any Loan or
other Obligation shall remain unpaid or unsatisfied, unless the Majority Banks
waive compliance in writing:

8.01 Limitation on Liens. Neither Borrower shall, and shall not suffer or permit
any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer
to exist any Lien upon or with respect to any part of its property, whether now
owned or hereafter acquired, other than the following ("Permitted Liens"):

(a)  any Lien (other than a Lien on the Collateral) existing on property of such
     Borrower or any Subsidiary on the Closing Date and set forth in Schedule
     8.01 securing Indebtedness outstanding on such date;

(b)  any Lien created under any Loan Document;

(c)  Liens for taxes, fees, assessments or other governmental charges which are
     not delinquent or remain payable without penalty, or to the extent that
     nonpayment thereof is permitted by Section 7.07;

(d)  carriers', warehousemen's, mechanics', landlords', materialmen's,
     repairmen's or other similar Liens arising in the ordinary course of
     business which are not delinquent or remain payable without penalty or
     which are being contested in good faith and by appropriate proceedings,
     which proceedings have the effect of preventing the forfeiture or sale of
     the property subject thereto;


<PAGE>   69

                                      -63-

(e)  Liens (other than any Lien imposed by ERISA and other than on the
     Collateral) consisting of pledges or deposits required in the ordinary
     course of business in connection with workers' compensation, unemployment
     insurance and pension legislation;

(f)  Liens (other than Liens on the Collateral) on the property of such Borrower
     or its Subsidiary securing (i) the non-delinquent performance of bids,
     trade contracts (other than for borrowed money), leases, statutory
     obligations, (ii) contingent obligations on surety and appeal bonds, and
     (iii) other non-delinquent obligations of a like nature; in each case,
     incurred in the ordinary course of business;

(g)  easements, rights-of-way, restrictions and other similar encumbrances
     incurred in the ordinary course of business which, in the aggregate, are
     not substantial in amount, and which do not in any case materially detract
     from the value of the property subject thereto or interfere with the
     ordinary conduct of the businesses of such Borrower and its Subsidiaries;

(h)  Liens arising solely by virtue of any statutory or common law provision
     relating to banker's liens, rights of set-off or similar rights and
     remedies as to deposit accounts or other funds maintained with a creditor
     depository institution; provided that (i) such deposit account is not a
     dedicated cash collateral account and is not subject to restrictions
     against access by US Borrower in excess of those set forth by regulations
     promulgated by the FRB, and (ii) such deposit account is not intended by a
     Borrower or any Subsidiary to provide collateral to the depository
     institution; and

(i)  Liens (other than those described in (a) to (h) above) where the aggregate
     amount subject to or secured by such Lien does not exceed 5% of
     Consolidated Tangible Net Worth.

8.02 Disposition of Assets. Neither Borrower shall, and shall not suffer or
permit any Subsidiary to, directly or indirectly, sell, assign, lease, convey,
transfer or otherwise dispose of (whether in one or a series of transactions)
any property (including accounts and notes receivable) or enter into any
agreement to do any of the foregoing, except:

(a)  dispositions of inventory, or used, worn-out or surplus equipment, all in
     the ordinary course of business;

(b)  the sale of equipment to the extent that such equipment is exchanged for
     credit against the purchase price of similar replacement equipment, or the
     proceeds of such sale are reasonably promptly applied to the purchase price
     of such replacement equipment; and

(c)  dispositions not otherwise permitted hereunder which are made for fair
     market value; provided, that (i) at the time of any disposition, no Event
     of Default shall exist or shall result from such disposition, (ii) the
     aggregate sales price from such disposition shall be


<PAGE>   70

                                      -64-

     paid in cash, and (iii) the aggregate value of all assets so sold by the
     Company and its Subsidiaries, together, shall not exceed in any fiscal year
     $2 million.

8.03 Consolidations and Mergers. The Company shall not, and shall not suffer or
permit any Subsidiary to, merge, consolidate with or into, or convey, transfer,
lease or otherwise dispose of (whether in one transaction or in a series of
transactions) substantially all of its assets (whether now owned or hereafter
acquired) to or in favour of any Person, except:

(a)  any Subsidiary may merge with a Borrower, provided that the Borrower shall
     be the continuing or surviving corporation, or with any one or more other
     Subsidiaries, provided that if any transaction shall be between a
     Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall
     be the continuing or surviving corporation; and

(b)  any Subsidiary may sell all or substantially all of its assets (upon
     voluntary liquidation or otherwise), to the Borrower or another Wholly
     Owned Subsidiary.

8.04 Permitted Loans. Neither Borrower shall, or permit any Subsidiary to, make
or commit to make any advance, loan, extension of credit or capital contribution
to or in, any Person including any Affiliate of the Borrower (together,
"Loans"), except for:

(a)  Loans held by a Borrower or Subsidiary in the form of cash equivalents;

(b)  extensions of credit in the nature of accounts receivable or notes
     receivable arising from the sale or lease of goods or services in the
     ordinary course of business; or

(c)  extensions of credit by the Company to any of its Subsidiaries or by any of
     its Subsidiaries to another of its Subsidiaries;

(d)  extensions of credit or capital contributions by a Borrower in the course
     of an Acquisition.

8.05 Limitation on Indebtedness. The Company shall not, and shall not suffer or
permit any Subsidiary to, create, incur, assume, suffer to exist, or otherwise
become or remain directly or indirectly liable with respect to, any
Indebtedness, except:

(a)  Indebtedness incurred pursuant to this Agreement;

(b)  Indebtedness (including Contingent Obligations) existing on the Closing
     Date and set forth in Schedule 8.05;

(c)  Indebtedness other than that described in (a) to (b) which in the aggregate
     does not exceed 5% of Consolidated Tangible Net Worth;


<PAGE>   71

                                      -65-

(d)  Indebtedness evidenced by the Senior Secured Notes.

8.06 Transactions with Affiliates. Other than in respect of transactions among
and between the Borrowers and the Subsidiaries, neither Borrower shall, and
shall not suffer or permit any Subsidiary to, enter into any transaction with
any Affiliate of the Borrower, except upon fair and reasonable terms no less
favourable to the Borrower, or such Subsidiary than would obtain in a comparable
arm's length transaction with a Person not an Affiliate of the Borrower or such
Subsidiary.

8.07 Prohibited Use of Proceeds. The Borrowers shall not, and shall not suffer
or permit any Subsidiary to, use any portion of the Loan proceeds, directly or
indirectly, (i) to purchase or carry Margin Stock, (ii) to repay or otherwise
refinance indebtedness of the Borrower or others incurred to purchase or carry
Margin Stock, (iii) to extend credit for the purpose of purchasing or carrying
any Margin Stock, or (iv) to acquire any security in any transaction that is
subject to Section 13 or 14 of the Exchange Act, (v) to enter into or consummate
any Acquisition except in accordance with this Agreement; or (vi) for the direct
or indirect benefit, financial or otherwise, of an Excluded Subsidiary or for an
Acquisition of an Excluded Subsidiary.

8.08 Operating Lease Obligations. Neither Borrower shall, and shall not suffer
or permit any Subsidiary to, create or suffer to exist any obligations for the
payment of rent for any property under lease or agreement to lease, except for:

(a)  leases associated with mineral properties;

(b)  leases associated with office space entered into on commercially reasonable
     terms; and

(c)  operating leases entered into by the Borrower or any Subsidiary after the
     Closing Date in the (excepting mineral lease properties) ordinary course of
     business wherein the obligations under such operating lease do not exceed
     $1,000,000 per operating lease.

8.09 Sale Leaseback Transactions. Neither Borrower shall, and shall not suffer
or permit any Subsidiary to, enter into any sale leaseback transactions except
for:

     (a)  sale leaseback transactions made in connection with completion of
          construction of an asset or assets acquired after the Closing Date
          whereby the value of the property or assets, the subject of such sale
          leaseback transactions does not exceed $3 million per annum in
          aggregate; and,

     (b)  the subject sale leaseback transaction is completed within 270 days of
          the acquisition date of the property or assets which are the subject
          of such transaction.


<PAGE>   72

                                      -66-


8.10 Restricted Payments. The Company shall not declare or make any dividend
payment or other distribution of assets, properties, cash, rights, obligations
or securities on account of any shares of any class of its capital stock, now or
hereafter outstanding, except that the Company may declare and make dividend
payments or other distributions payable solely in its common stock.

8.11 Change in Business. Neither Borrower shall, and shall not suffer or permit
any Subsidiary to, engage in any material line of business substantially
different from those lines of business carried on by the Borrower and its
Subsidiaries on the date hereof.

8.12 Accounting Changes. Neither Borrower shall, and shall not suffer or permit
any Subsidiary to, make any significant change in accounting treatment or
reporting practices, except as required by GAAP, or change the fiscal year of
the Borrower or of any Subsidiary.

8.13 Asset Acquisition. Neither the Company nor any of its Subsidiaries shall
acquire assets or shares of any Person in whole or in part (other than an
Excluded Subsidiary), in excess of $5 million per acquisition and the aggregate
cost of all acquisitions in any fiscal year cannot be in excess of $20 million
without the prior approval of the Majority Banks.

8.14 Capital Expenditures. Neither the Company nor its Subsidiaries shall make
any capital expenditure in excess of $18 million per year without the prior
written approval of the Agents and the Majority Banks.

8.15 Permitted Investments. The Company, its Subsidiaries and its Excluded
Subsidiaries shall only make investments in Persons that are primarily involved
in manufacturing or processing either metals, mica, feldspar, talc, ceramic
clays or other industrial mineral or metal waste recycling.

8.16 Prohibited Investments. At no time shall the Company or any of its
Subsidiaries make any Acquisition of any kind (including an Acquisition of an
Excluded Subsidiary) in a Person who carries on business or activities in base
or precious metal mining.

8.17 Minimum Net Worth. The Company shall not permit its Consolidated Tangible
Net Worth at any time to be less than an amount equal to at least (a) $60
million plus (b) 50% of the Company's Net Income, which has accumulated
subsequent to March 31, 1999.

8.18 Leverage Ratio. The Company shall not permit for any fiscal quarter
(determined as at the last date of such fiscal quarter) ending in any period its
Leverage Ratio to be greater than 3.50 to 1.

8.19 Interest Coverage Ratio. The Company shall not permit for any fiscal
quarter (determined as of the last date of such fiscal quarter) ending in any
period its Interest Coverage Ratio to be less than 2.50 to 1.


<PAGE>   73

                                      -67-

8.20 Debt - Capitalization. The Company shall not permit its Indebtedness to be
more than 50% of its Capitalization in any fiscal quarter (determined as of the
last date of such fiscal quarter).

8.21 Year 2000. The Company will take, and will cause each of the Subsidiaries
to take, all such actions as are reasonably necessary to successfully implement
a program to assure the Year 2000 problem will not have a Material Adverse
Effect. At the request of the Agent, the Company will provide a description of
such program, together with any updates or progress reports with respect
thereto.

8.22 Private Placement Repayments. The US Borrower shall make voluntary
prepayment of principle to the noteholders of the Senior Secured Notes without
the consent of the Banks and the Agents.

8.23 Material Documents. Neither the Company nor the US Borrower shall allow or
cause to be made any amendments to the Material Documents without the consent of
the Agents and the Banks.

8.24 Excluded Subsidiaries. Neither Borrower shall use or permit to be used any
part of the Credit or any Loan proceeds for the direct or indirect Acquisition
of an Excluded Subsidiary. In addition, neither Borrower nor any Subsidiary
shall give financial assistance of any kind to an Excluded Subsidiary, whether
by way of loan, guarantee or otherwise.

8.25 Maximum Acquisitions. The aggregate cost at any time in the Initial Term or
any extended term of the Credit of (a) all acquisitions of assets or shares of
any Person in whole or in part (including Acquisitions of Excluded Subsidiaries)
by the Company, any of its Subsidiaries or any of its Excluded Subsidiaries
shall not exceed $30 million in the aggregate; and (b) all Acquisitions of
Excluded Subsidiaries by the Company, any of its Subsidiaries or any of its
Excluded Subsidiaries shall not exceed the difference between $30 million and
the aggregate cost of all such Acquisitions of Excluded Subsidiaries undertaken
at any prior time (and which have not been converted to Subsidiaries).


                                   ARTICLE IX
                                EVENTS OF DEFAULT

9.01 Event of Default. Any of the following shall constitute an "Event of
Default":

(a)  Non-Payment. Either Borrower fails to make, (i) when and as required to be
     made herein, payments of any amount of principal of any Loan, or (ii)
     within 5 days after the same becomes due, payment of any interest, fee or
     any other amount payable hereunder or under any other Loan Document; or


<PAGE>   74

                                      -68-

(b)  Representation or Warranty. Any representation or warranty by a Borrower or
     made or deemed made herein, in any other Loan Document, or which is
     contained in any certificate, document or financial or other statement by
     the Borrower, any Subsidiary, or any Responsible Officer, furnished at any
     time under this Agreement, or in or under any other Loan Document is
     incorrect in any material respect on or as of the date made or deemed made;
     or

(c)  Specific Defaults. A Borrower fails to perform or observe any term,
     covenant or agreement contained in (i) Section 7.03 or in Article VIII
     (provided that a Borrower shall be allowed 10 days from the date of
     creation of any Lien against its property to discharge or cause to be
     discharged such Lien); or (ii) any of Section 7.01, 7.02, or 7.09 and such
     failure continues for a period of 10 consecutive days; or (iii) Section
     7.06(b) and such failure continues for a period of 10 consecutive days
     after receipt by a Borrower of notice from the applicable Agent; or

(d)  Other Defaults. A Borrower or any Subsidiary party thereto fails to perform
     or observe any other term or covenant contained in this Agreement or any
     other Loan Document and such default continues for a period of 10
     consecutive days; or

(e)  Cross-Default. (i) Either Borrower or any Subsidiary (A) fails to make any
     payment in respect of any Indebtedness or Contingent Obligation, in such
     case, which is outstanding in an aggregate principle amount of $1,000,000
     when due (whether by scheduled maturity, required prepayment, acceleration,
     demand, or otherwise) and such failure continues after the applicable grace
     or notice period, if any, specified in the relevant document on the date of
     such failure; or (B) fails to perform or observe any other condition or
     covenant, or any other event shall occur or condition exist, under any
     agreement or instrument relating to any such Indebtedness or Contingent
     Obligation, and such failure continues after the applicable grace or notice
     period, if any, specified in the relevant document on the date of such
     failure if the effect of such failure, event or condition is to cause, or
     to permit the holder or holders of such Indebtedness or beneficiary or
     beneficiaries of such Indebtedness (or a trustee or agent on behalf of such
     holder or holders or beneficiary or beneficiaries) to cause such
     Indebtedness to be declared to be due and payable prior to its stated
     maturity, or such Contingent Obligation to become payable or cash
     collateral in respect thereof to be demanded; or (ii) the US Borrower
     defaults on its obligations under the Senior Secured Notes, or there exists
     any event of default under the Senior Secured Notes and/or the note
     purchase agreement related thereto dated as of May 21, 1999; or

(f)  Insolvency; Voluntary Proceedings. A Borrower, or any Subsidiary
     representing five per cent or more of the Consolidated Tangible Net Worth
     (a "Material Subsidiary") (i) ceases or fails to be solvent, or generally
     fails to pay, or admits in writing its inability to pay, its debts as they
     become due, subject to applicable grace periods, if any, whether at stated
     maturity or otherwise; (ii) voluntarily ceases to conduct its business in
     the ordinary course;


<PAGE>   75

                                      -69-

     (iii) commences any Insolvency Proceeding with respect to itself; or (iv)
     takes any action to effectuate or authorize any of the foregoing; or

(g)  Involuntary Proceedings. (i) Any involuntary Insolvency Proceeding is
     commenced or filed against a Borrower or any Material Subsidiary, or any
     writ, judgment, warrant of attachment, execution or similar process, is
     issued or levied against a substantial part of the Borrower or any
     Subsidiary's properties, and any such proceeding or petition shall not be
     dismissed, or such writ, judgment, warrant of attachment, execution or
     similar process shall not be released, vacated or fully bonded within 60
     days after commencement, filing or levy; (ii) the Borrower or any
     Subsidiary admits the material allegations of a petition against it in any
     Insolvency Proceeding, or an order for relief (or similar order under
     non-US law) is ordered in any Insolvency Proceeding; or (iii) the Borrower
     or any Subsidiary acquiesces in the appointment of a receiver, trustee,
     custodian, conservator, liquidator, mortgagee in possession (or agent
     therefor), or other similar Person for itself or a substantial portion of
     its property or business; or

(h)  Monetary Judgments. One or more non-interlocutory judgments,
     non-interlocutory orders, decrees or arbitration awards is entered against
     a Borrower or any Subsidiary involving in the aggregate a liability (to the
     extent not covered by independent third-party insurance as to which the
     insurer does not dispute coverage) as to any single or related series of
     transactions, incidents or conditions, of $ 1,000,000 or more, and the same
     shall remain unvacated and unstayed pending appeal for a period of 10 days
     after the entry thereof; or

(i)  Non-Monetary Judgments. Any non-monetary judgment, order or decree is
     entered against a Borrower or any Subsidiary which does or would reasonably
     be expected to have a Material Adverse Effect, and there shall be any
     period of 30 consecutive days during which a stay of enforcement of such
     judgment or order, by reason of a pending appeal or otherwise, shall not be
     in effect; or

(j)  Change of Control. There occurs any Change of Control; or

(k)  Adverse Change. There occurs a Material Adverse Effect; or

(l)  Guarantor Defaults. A Guarantor fails in any material respect to perform or
     observe any term, covenant or agreement in the Guarantee; or the Guarantee
     is for any reason partially (including with respect to future advances) or
     wholly revoked or invalidated, or otherwise ceases to be in full force and
     effect, or the Guarantor or any other Person contests in any manner the
     validity or enforceability thereof or denies that it has any further
     liability or obligation thereunder; or any event described at subsections
     (f) or (g) of this Section occurs with respect to the Guarantor; or

(m)  Collateral.


<PAGE>   76

                                      -70-


     (i)  any provision of any Collateral Document shall for any reason cease to
          be valid and binding on or enforceable against a Borrower or any
          Subsidiary party thereto or the Company or any Subsidiary shall so
          state in writing or bring an action to limit its obligations or
          liabilities thereunder; or

     (ii) any Collateral Document shall for any reason (other than pursuant to
          the terms thereof) cease to create a valid security interest in the
          Collateral purported to be covered thereby or such security interest
          shall for any reason cease to be a perfected and first priority
          security interest subject only to Permitted Liens.

9.02 Remedies. If any Event of Default occurs, the Canadian Agent shall, at the
request of, or may, with the consent of, the Majority Banks,

(a)  declare the Commitment of each Bank to make Loans to be terminated,
     whereupon such Commitments shall be terminated;

(b)  declare the unpaid principal amount of all outstanding Loans, all interest
     accrued and unpaid thereon, and all other amounts owing or payable
     hereunder or under any other Loan Document to be immediately due and
     payable, without presentment, demand, protest or other notice of any kind,
     all of which are hereby expressly waived by the Company; and

(c)  exercise on behalf of itself and the Banks all rights and remedies
     available to it and the Banks under the Loan Documents or applicable law;
     provided, however, that upon the occurrence of any event specified in
     subsection (f) or (g) of Section 9.01 (in the case of clause (i) of
     subsection (g) upon the expiration of the time periods mentioned therein),
     the obligation of each Bank to make Loans shall automatically terminate and
     the unpaid principal amount of all outstanding Loans and all interest and
     other amounts as aforesaid shall automatically become due and payable
     without further act of the Canadian Agent or any Bank.

9.03 Rights Not Exclusive. The rights provided for in this Agreement and the
other Loan Documents are cumulative and are not exclusive of any other rights,
powers, privileges or remedies provided by law or in equity, or under any other
instrument, document or agreement now existing or hereafter arising.

                                    ARTICLE X
                                    THE AGENT

10.01 Appointment and Authorization; "Agent". Each (i) Canadian Bank hereby
irrevocably (subject to Section 10.09) appoints, designates and authorizes the
Canadian Agent and (ii) each US Bank hereby irrevocably (subject to Section
10.09) appoints, designates and authorizes the US Agent and/or the Canadian
Agent as applicable to take such action on its behalf under the


<PAGE>   77

                                      -71-

provisions of this Agreement and each other Loan Document and to exercise such
powers and perform such duties as are expressly delegated to it by the terms of
this Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere in this Agreement or in any other Loan Document, each Agent
shall not have any duties or responsibilities, except those expressly set forth
herein, nor shall the Agents have or be deemed to have any fiduciary
relationship with any Bank, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the Agents.
Without limiting the generality of the foregoing sentence, the use of the term
"agent" in this Agreement with reference to an Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable law. Instead, such term is used merely as a matter of
market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties.

10.02 Delegation of Duties. An Agent may execute any of its duties under this
Agreement or any other Loan Document by or through agents, employees or
attorney's-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Agents shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects with
reasonable care.

10.03 Liability of Agent. None of the Agent Related Persons shall (i) be liable
for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct),
or (ii) be responsible in any manner to any of the Banks for any recital,
statement, representation or warranty made by the Company or any Subsidiary or
Affiliate of the Company, or any officer thereof, contained in this Agreement or
in any other Loan Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by the Agent under or in
connection with, this Agreement or any other Loan Document, or for the value of
or title to any Collateral, or the validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document, or
for any failure of the Company or any other party to any Loan Document to
perform its obligations hereunder or thereunder. No Agent Related Person shall
be under any obligation to any Bank to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of the Company or any of the Company's Subsidiaries or
Affiliates.

10.04 Reliance by Agent.

(a)  The Agents shall be entitled to rely, and shall be fully protected in
     relying, upon any writing, resolution, notice, consent, certificate,
     affidavit, letter, telegram, facsimile, telex or telephone message,
     statement or other document or conversation believed by it to be genuine
     and correct and to have been signed, sent or made by the proper Person or


<PAGE>   78

                                      -72-

     Persons, and upon advice and statements of legal counsel (including counsel
     to the Company), independent accountants and other experts selected by the
     Agents. The Agents shall be fully justified in failing or refusing to take
     any action under this Agreement or any other Loan Document unless it shall
     first receive such advice or concurrence of the Majority Banks as it deems
     appropriate and, if it so requests, it shall first be indemnified to its
     satisfaction by the Banks against any and all liability and expense which
     may be incurred by it by reason of taking or continuing to take any such
     action. The Agents shall in all cases be fully protected in acting, or in
     refraining from acting, under this Agreement or any other Loan Document in
     accordance with a request or consent of the Majority Banks and such request
     and any action taken or failure to act pursuant thereto shall be binding
     upon all of the Banks.

(b)  For purposes of determining compliance with the conditions specified in
     Section 5.01, each Bank that has executed this Agreement shall be deemed to
     have consented to, approved or accepted or to be satisfied with, each
     document or other matter either sent by the applicable Agent to such Bank
     for consent, approval, acceptance or satisfaction, or required thereunder
     to be consented to or approved by or acceptable or satisfactory to the
     Bank.

10.05 Notice of Default. The Agents shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default, except with respect
to defaults in the payment of principal, interest and fees required to be paid
to the Agents for the account of the Banks, unless the Agents shall have
received written notice from a Bank or the Company referring to this Agreement,
describing such Default or Event of Default and stating that such notice is a
"notice of default". The Agents will notify the Banks of its receipt of any such
notice. The Agents shall take such action with respect to such Default or Event
of Default as may be requested by the Majority Banks in accordance with Article
IX; provided, however, that unless and until the Agents have received any such
request, the Agents may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable or in the best interest of the Banks.

10.06 Credit Decision. Each Bank acknowledges that none of the Agent Related
Persons has made any representation or warranty to it, and that no act by the
Agents hereinafter taken, including any review of the affairs of the Company and
its Subsidiaries, shall be deemed to constitute any representation or warranty
by any Agent-Related Person to any Bank. Each Bank represents to the Agents that
it has, independently and without reliance upon any Agent-Related Person and
based on such documents and information as it has deemed appropriate, made its
own appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of the Borrower and
its Subsidiaries, the value of and title to any Collateral, and all applicable
bank regulatory laws relating to the transactions contemplated hereby, and made
its own decision to enter into this Agreement and to extend credit to the
Borrower hereunder. Each Bank also represents that it will, independently and
without reliance


<PAGE>   79

                                      -73-

upon any Agent-Related Person and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Loan Documents, and to make such investigations as it deems necessary
to inform itself as to the business, prospects, operations, property, financial
and other condition and creditworthiness of the Company. Except for notices,
reports and other documents expressly herein required to be furnished to the
Banks by the Agents, the Agents shall not have any duty or responsibility to
provide any Bank with any credit or other information concerning the business,
prospects, operations, property, financial and other condition or
creditworthiness of the Company which may come into the possession of any of the
Agent Related Persons.

10.07 Indemnification of Agents. Whether or not the transactions contemplated
hereby are consummated, the Banks shall indemnify upon demand the Agent Related
Persons (to the extent not reimbursed by or on behalf of the Company and without
limiting the obligation of the Company to do so), pro rata, from and against any
and all Indemnified Liabilities; provided, however, that no Bank shall be liable
for the payment to the Agent Related Persons of any portion of such Indemnified
Liabilities resulting solely from such Person's gross negligence or willful
misconduct. Without limitation of the foregoing, each Bank shall reimburse the
Agents upon demand for its ratable share of any costs or out-of-pocket expenses
(including Attorney Costs) incurred by the Agents in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
any other Loan Document, or any document contemplated by or referred to herein,
to the extent that the Agents are not reimbursed for such expenses by or on
behalf of the Borrower. The undertaking in this Section shall survive the
payment of all Obligations hereunder and the resignation or replacement of the
Agents.

10.08 Agents in Individual Capacity. BACAN, BofA and their Affiliates may make
loans to, issue letters of credit for the account of, accept deposits from,
acquire equity interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting or other business with the Company and its
Subsidiaries and Affiliates as though BACAN or BofA were not the Agents
hereunder and without notice to or consent of the Banks. The Banks acknowledge
that, pursuant to such activities, BACAN, BofA or their Affiliates may receive
information regarding a Borrower or its Affiliates (including information that
may be subject to confidentiality obligations in favour of a Borrower or such
Subsidiary) and acknowledge that the Agents shall be under no obligation to
provide such information to them. With respect to its Loans, BACAN and BofA
shall have the same rights and powers under this Agreement as any other Bank and
may exercise the same as though it were not the Agent, and the terms "Bank" and
"Banks" include BACAN and BofA in its individual capacity.

10.09 Successor Agent. The Agents may, and at the request of the Majority Banks
shall, resign as Agent upon 30 days' notice to the Banks. If an Agent resigns
under this Agreement, the


<PAGE>   80

                                      -74-

Majority Banks shall appoint from among the Banks a successor agent for the
Banks. If no successor agent is appointed prior to the effective date of the
resignation of an Agent, the applicable Agent may appoint, after consulting with
the Banks and the Borrower, a successor agent from among the Banks. Upon the
acceptance of its appointment as successor agent hereunder, such successor agent
shall succeed to all the rights, powers and duties of the retiring Agent and the
term "Agent" shall mean such successor agent and the retiring Agent's
appointment, powers and duties as Agent shall be terminated. After any retiring
Agent's resignation hereunder as Agent, the provisions of this Article X and
Sections 11.04 and 11.05 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Agent under this Agreement. If no
successor agent has accepted appointment as Agent by the date which is 30 days
following a retiring Agent's notice of resignation, the retiring Agent's
resignation shall nevertheless thereupon become effective and the Banks shall
perform all of the duties of the Agent hereunder until such time, if any, as the
Majority Banks appoint a successor agent as provided for above.

10.10 Withholding Tax.

If Revenue Canada, the IRS or any other Governmental Authority of Canada or the
United States or other jurisdiction asserts a claim that an Agent did not
properly withhold tax from amounts paid to or for the account of any Bank
(because the appropriate form was not delivered or was not properly executed, or
because such Bank failed to notify the Agents of a change in circumstances which
rendered the exemption from, or reduction of, withholding tax ineffective, or
for any other reason) such Bank shall indemnify the Agents fully for all amounts
paid, directly or indirectly, by the Agents as tax or otherwise, including
penalties and interest, and including any taxes imposed by any jurisdiction on
the amounts payable to the Agents under this Section, together with all costs
and expenses (including Attorney Costs). The obligation of the Banks under this
subsection shall survive the payment of all Obligations and the resignation or
replacement of the Agents.

10.11 Collateral Matters.

(a)  The Agents are authorized on behalf of all the Banks, without the necessity
     of any notice to or further consent from the Banks, from time to time to
     take any action with respect to any Collateral or the Collateral Documents
     which may be necessary to perfect and maintain perfected the security
     interest in and Liens upon the Collateral granted pursuant to the
     Collateral Documents.

(b)  Each Bank authorizes the Canadian Agent to execute on its behalf any such
     Collateral Documents as may be necessary, including any notices or
     documents required to register the Collateral Documents in appropriate
     governmental registries or offices.

(c)  The Banks irrevocably authorize the Agents, at their option and in their
     discretion, to release any Lien granted to or held by the Agents upon any
     Collateral (i) upon termination


<PAGE>   81

                                      -75-

     of the Commitments and payment in full of all Loans and all other
     Obligations known to the Agents and payable under this Agreement or any
     other Loan Document; (ii) constituting property sold or to be sold or
     disposed of as part of or in connection with any disposition permitted
     hereunder; (iii) constituting property in which a Borrower or any
     Subsidiary owned no interest at the time the Lien was granted or at any
     time thereafter; (iv) constituting property leased to a Borrower or any
     Subsidiary under a lease which has expired or been terminated in a
     transaction permitted under this Agreement or is about to expire and which
     has not been, and is not intended by a Borrower or such Subsidiary to be,
     renewed or extended; (v) consisting of an instrument evidencing
     Indebtedness or other debt instrument, if the indebtedness evidenced
     thereby has been paid in full; or (vi) if approved, authorized or ratified
     in writing by the Majority Banks or all the Banks, as the case may be, as
     provided in subsection 11.01(f). Upon request by the Agents at any time,
     the Banks will confirm in writing the Agent's authority to release
     particular types or items of Collateral pursuant to this subsection
     10.11(b), provided that the absence of any such confirmation for whatever
     reason shall not affect the Agent's rights under this Section 10.11.

                                   ARTICLE XI
                                  MISCELLANEOUS

11.01 Amendments and Waivers. No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent with respect to any
departure by a Borrower or any applicable Subsidiary therefrom, shall be
effective unless the same shall be in writing and signed by the Majority Banks
(or by an Agent at the written request of the Majority Banks) and the Borrower
and acknowledged by the Agent, and then any such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, however, that no such waiver, amendment, or consent shall,
unless in writing and signed by all the Banks and a Borrower and acknowledged by
such Agent, do any of the following:

(a)  increase or extend the Commitment of any Bank (or reinstate any Commitment
     terminated pursuant to Section 9.02);

(b)  postpone or delay any date fixed by this Agreement or any other Loan
     Document for any payment of principal, interest, fees or other amounts due
     to the Banks (or any of them) hereunder or under any other Loan Document;

(c)  reduce the principal of, or the rate of interest specified herein on any
     Loan, or (subject to clause (ii) below) any fees or other amounts payable
     hereunder or under any other Loan Document;



<PAGE>   82


                                      -76-

(d)  change the percentage of the Commitments or of the aggregate unpaid
     principal amount of the Loans which is required for the Banks or any of
     them to take any action hereunder; or

(e)  amend this Section, or Section 2.15, or any provision herein providing for
     consent or other action by all Banks; or

(f)  discharge any Guarantor, or release any portion except as otherwise may be
     provided in the Collateral Document or except where the consent of the
     Majority Banks only is specifically provided for; and, provided further,
     that (i) no amendment, waiver or consent shall, unless in writing and
     signed by the Agent in addition to the Majority Banks or all the Banks, as
     the case may be, affect the rights and duties of the Agent under this
     Agreement or any other Loan Document, and (ii) the Fee Letters may be
     amended, or rights or privileges thereunder waived, in a writing executed
     by the parties thereto.

11.02 Notices.

(a)  All notices, requests, consents, approvals, waivers and other
     communications shall be in writing (including, unless the context expressly
     otherwise provides, by facsimile transmission, provided that any matter
     transmitted by a Borrower by facsimile (i) shall be immediately confirmed
     by a telephone call to the recipient at the number specified on Schedule
     11.02, and (ii) shall be followed promptly by delivery of a hard copy
     original thereof) and mailed, faxed or delivered, to the address or
     facsimile number specified for notices on Schedule 11.02; or, as directed
     to a Borrower or the Agents, to such other address as shall be designated
     by such party in a written notice to the other parties, and as directed to
     any other party, at such other address as shall be designated by such party
     in a written notice to a Borrower and the Agents.

(b)  All such notices, requests and communications shall, when transmitted by
     overnight delivery, or faxed, be effective when delivered for overnight
     (next-day) delivery, or transmitted in legible form by facsimile machine,
     respectively, or if mailed, upon the third Business Day after the date
     deposited into the mail, or if delivered, upon delivery; except that
     notices pursuant to Article II or XI to the Agent shall not be effective
     until actually received by the Agents.

(c)  Any agreement of the Agents and the Banks herein to receive certain notices
     by telephone or facsimile is solely for the convenience and at the request
     of the Company. The Agents and the Banks shall be entitled to rely on the
     authority of any Person purporting to be a Person authorized by the Company
     to give such notice and the Agents and the Banks shall not have any
     liability to the Company or other Person on account of any action taken or
     not taken by the Agents or the Banks in reliance upon such telephonic or
     facsimile notice. The obligation of the Company to repay the Loans shall
     not be affected in any way or to


<PAGE>   83

                                      -77-

     any extent by any failure by the Agent and the Banks to receive written
     confirmation of any telephonic or facsimile notice or the receipt by the
     Agents and the Banks of a confirmation which is at variance with the terms
     understood by the Agents and the Banks to be contained in the telephonic or
     facsimile notice.

11.03 No Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of the Agents or any Bank, any right, remedy, power or
privilege hereunder, shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, remedy,
power or privilege.

11.04 Costs and Expenses. Each Borrower shall:

(a)  whether or not the transactions contemplated hereby are consummated, pay or
     reimburse BACAN and/or BofA (including in their capacity as Agents) within
     five Business Days after demand (subject to subsection 5.01(f)) for all
     costs and expenses incurred by BACAN and/or BofA (including in their
     capacity as Agents) in connection with the development, preparation,
     delivery, administration and execution of, and any amendment, supplement,
     waiver or modification to (in each case, whether or not consummated), this
     Agreement, any Loan Document and any other documents prepared in connection
     herewith or therewith, and the consummation of the transactions
     contemplated hereby and thereby, including reasonable Attorney Costs
     incurred by BACAN and/or BofA (including in their capacity as Agents) with
     respect thereto; and

(b)  pay or reimburse the Agents, the Arranger and each Bank within five
     Business Days after demand (subject to subsection 5.01(f)) for all costs
     and expenses (including Attorney Costs) incurred by them in connection with
     the enforcement, attempted enforcement, or preservation of any rights or
     remedies under this Agreement or any other Loan Document during the
     existence of an Event of Default or after acceleration of the Loans
     (including in connection with any "workout" or restructuring regarding the
     Loans, and including in any Insolvency Proceeding or appellate proceeding);
     and

(c)  pay or reimburse BACAN and/or BofA (including in their capacity as Agents)
     within five Business Days after demand for environmental inspection and
     review, search and filing costs, fees and expenses, incurred or sustained
     by BACAN and/or BofA (including in their capacity as Agents) in connection
     with the matters referred to under subsections (a) and (b) of this Section.

11.05 Borrower Indemnification.

(a)  Whether or not the transactions contemplated hereby are consummated, the
     Company shall indemnify, defend and hold the Agent-Related Persons, and
     each Bank and each of its


<PAGE>   84
                                      -78-


     respective officers, directors, employees, counsel, agents and
     attorneys-in-fact (each, an "Indemnified Person") harmless from and against
     any and all liabilities, obligations, losses, damages, penalties, actions,
     judgments, suits, costs, charges, expenses and disbursements (including
     Attorney Costs) of any kind or nature whatsoever which may at any time
     (including at any time following repayment of the Loans and the
     termination, resignation or replacement of the Agents or replacement of any
     Bank) be imposed on, incurred by or asserted against any such Person in any
     way relating to or arising out of this Agreement or any document
     contemplated by or referred to herein, or the transactions contemplated
     hereby, or any action taken or omitted by any such Person under or in
     connection with any of the foregoing, including with respect to any
     investigation, litigation or proceeding (including any Insolvency
     Proceeding or appellate proceeding) related to or arising out of this
     Agreement or the Loans or the use of the proceeds thereof, whether or not
     any Indemnified Person is a party thereto (all the foregoing, collectively,
     the "Indemnified Liabilities"); provided, that the Company shall have no
     obligation hereunder to any Indemnified Person with respect to Indemnified
     Liabilities resulting solely from the gross negligence or willful
     misconduct of such Indemnified Person. The agreements in this Section shall
     survive payment of all other Obligations.

(b)  (i)  The Company shall indemnify, defend and hold harmless each Indemnified
          Person, from and against any and all liabilities, obligations, losses,
          damages, penalties, actions, judgments, suits, costs, charges,
          expenses or disbursements (including Attorney Costs and the allocated
          cost of internal environmental audit or review services), which may be
          incurred by or asserted against such Indemnified Person in connection
          with or arising out of any pending or threatened investigation,
          litigation or proceeding, or any action taken by any Person, with
          respect to any Environmental Claim arising out of or related to any
          property subject to a Mortgage in favour of the Agents or any Bank. No
          action taken by legal counsel chosen by the Agents or any Bank in
          defending against any such investigation, litigation or proceeding or
          requested remedial, removal or response action shall vitiate or any
          way impair the Company's obligation and duty hereunder to indemnify
          and hold harmless the Agents and each Bank.

     (ii) In no event shall any site visit, observation, or testing by the
          Agents or any Bank (or any contractee of the Agents or any Bank) be
          deemed a representation or warranty that Hazardous Materials are or
          are not present in, on, or under, the site, or that there has been or
          shall be compliance with any Environmental Law. Neither the Company
          nor any other Person is entitled to rely on any site visit,
          observation, or testing by the Agents or any Bank. Neither the Agents
          nor any Bank owes any duty of care to protect the Company or any other
          Person against, or to inform the Company or any other party of, any
          Hazardous Materials or any other adverse condition affecting any site
          or property. Neither the Agents nor any Bank shall be obligated to
          disclose to the Company or any other Person any report


<PAGE>   85

                                      -79-

          or findings made as a result of, or in connection with, any site
          visit, observation, or testing by the Agents or any Bank.

(c)  Survival; Defense. The obligations in this Section shall survive payment of
     all other Obligations. At the election of any Indemnified Person, the
     Company shall defend such Indemnified Person using legal counsel
     satisfactory to such Indemnified Person in such Person's sole discretion,
     at the sole cost and expense of the Borrower. All amounts owing under this
     Section shall be paid within 30 days after demand.

11.06 Marshaling; Payments Set Aside. Neither the Agents nor the Banks shall be
under any obligation to marshall any assets in favour of either Borrower or any
other Person or against or in payment of any or all of the Obligations. To the
extent that either Borrower makes a payment to the Agents or the Banks, or the
Agents or the Banks exercise their right of set-off, and such payment or the
proceeds of such set-off or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by the Agents or such Bank in its
discretion) to be repaid to a trustee, receiver or any other party, in
connection with any Insolvency Proceeding or otherwise, then (a) to the extent
of such recovery the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such set-off had not occurred, and (b) each Bank
severally agrees to pay to the Agents upon demand its pro rata share of any
amount so recovered from or repaid by the Agents.

11.07 Successors and Assigns. The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that neither Borrower may assign or transfer any
of its rights or obligations under this Agreement without the prior written
consent of the Agents and each Bank.

11.08    Assignments, Participations, etc.

(a)  Any Bank may, with the written consent of the Agents, and the Company,
     which consent shall not be unreasonably withheld, at any time assign and
     delegate to one or more Eligible Assignees (each an "Assignee") all, or any
     ratable part of all, of the Loans, the Commitments and the other rights and
     obligations of such Bank hereunder, in a minimum amount of $5,000,000;
     provided, however, that (i) a Canadian Bank will assign only to another
     Canadian Bank capable of making loans in Canadian Dollars and Dollars in
     Canada, and a US Bank will assign only to another bank capable of making
     loans in Dollars in the United States; (ii) the applicable Borrower and the
     Agent may continue to deal solely and directly with such Bank in connection
     with the interest so assigned to an Assignee until (A) written notice of
     such assignment, together with payment instructions, addresses and related
     information with respect to the Assignee, shall have been given to the
     applicable Borrower and the Agent by such Bank and the Assignee; (B) such
     Bank and its Assignee shall have delivered to the applicable Borrower and
     the Agent an Assignment


<PAGE>   86
                                      -80-


     and Acceptance in the form of Exhibit D ("Assignment and Acceptance") and
     (c) the assignor Bank or Assignee has paid to the Agent a processing fee in
     the amount of $3,500;

(b)  From and after the date that the Agent notifies the assignor Bank that it
     has received (and provided its consent with respect to) an executed
     Assignment and Acceptance and payment of the above-referenced processing
     fee, (i) the Assignee thereunder shall be a party hereto and, to the extent
     that rights and obligations hereunder have been assigned to it pursuant to
     such Assignment and Acceptance, shall have the rights and obligations of a
     Bank under the Loan Documents, and (ii) the assignor Bank shall, to the
     extent that rights and obligations hereunder and under the other Loan
     Documents have been assigned by it pursuant to such Assignment and
     Acceptance, relinquish its rights and be released from its obligations
     under the Loan Documents.

(c)  Any Bank may at any time sell to one or more commercial banks or other
     Persons not Affiliates of the Company (a "Participant") participating
     interests in any Loans, the Commitment of that Bank and the other interests
     of that Bank (the "originating Bank") hereunder and under the other Loan
     Documents; provided, however, that (i) the originating Bank's obligations
     under this Agreement shall remain unchanged, (ii) the originating Bank
     shall remain solely responsible for the performance of such obligations,
     (iii) the Borrower and the Agents shall continue to deal solely and
     directly with the originating Bank in connection with the originating
     Bank's rights and obligations under this Agreement and the other Loan
     Documents, and (iv) no Bank shall transfer or grant any participating
     interest under which the Participant has rights to approve any amendment
     to, or any consent or waiver with respect to, this Agreement or any other
     Loan Document, except to the extent such amendment, consent or waiver would
     require unanimous consent of the Banks as described in the first proviso to
     Section 11.01. In the case of any such participation, the Participant shall
     not have any rights under this Agreement, or any of the other Loan
     Documents, and all amounts payable by the Borrower hereunder shall be
     determined as if such Bank had not sold such participation; except that, if
     amounts outstanding under this Agreement are due and unpaid, or shall have
     been declared or shall have become due and payable upon the occurrence of
     an Event of Default, each Participant shall be deemed to have the right of
     set-off in respect of its participating interest in amounts owing under
     this Agreement to the same extent as if the amount of its participating
     interest were owing directly to it as a Bank under this Agreement.

(d)  Notwithstanding the provisions of this Article XI, if there shall have
     occurred an Event of Default that is continuing, a Bank may make any
     assignment or sell participations to any bank, financial institution or
     commercial lender, whether an Eligible Assignee or not, and no consent
     shall be required therefor.

(e)  Notwithstanding any other provision in this Agreement, any US Bank may at
     any time create a security interest in, or pledge, all or any portion of
     its rights under and interest


<PAGE>   87

                                      -81-

     in this Agreement in favour of any Federal Reserve Bank in accordance with
     Regulation A of the FRB or US Treasury Regulation 31 CFR ss.203.14, and
     such Federal Reserve Bank may enforce such pledge or security interest in
     any manner permitted under applicable law.

11.09 Confidentiality. Each Bank agrees to take and to cause its Affiliates to
take normal and reasonable precautions and exercise due care to maintain the
confidentiality of all information identified as "confidential" or "secret" by a
Borrower and provided to it by a Borrower or any Subsidiary, or by the Agents on
the Company's or such Subsidiary's behalf, under this Agreement or any other
Loan Document, and neither it nor any of its Affiliates shall use any such
information other than in connection with or in enforcement of this Agreement
and the other Loan Documents or in connection with other business now or
hereafter existing or contemplated with a Borrower or any Subsidiary; except to
the extent such information (i) was or becomes generally available to the public
other than as a result of disclosure by the Bank, or (ii) was or becomes
available on a nonconfidential basis from a source other than a Borrower,
provided that such source is not bound by a confidentiality agreement with a
Borrower known to the Bank; provided, however, that any Bank may disclose such
information (A) at the request or pursuant to any requirement of any
Governmental Authority to which the Bank is subject or in connection with an
examination of such Bank by any such authority; (B) pursuant to subpoena or
other court process; (c) when required to do so in accordance with the
provisions of any applicable Requirement of Law; (D) to the extent reasonably
required in connection with any litigation or proceeding to which the Agents,
any Bank or their respective Affiliates may be party; (E) to the extent
reasonably required in connection with the exercise of any remedy hereunder or
under any other Loan Document; (F) to such Bank's independent auditors and other
professional advisors; (G) to any Participant or Assignee, actual or potential,
provided that such Person agrees in writing to keep such information
confidential to the same extent required of the Banks hereunder; (H) as to any
Bank or its Affiliate, as expressly permitted under the terms of any other
document or agreement regarding confidentiality to which a Borrower or any
Subsidiary is party or is deemed party with such Bank or such Affiliate; and (i)
to its Affiliates.

11.10 Set-off. In addition to any rights and remedies of the Banks provided by
law, if an Event of Default exists or the Loans have been accelerated, each Bank
is authorized at any time and from time to time, without prior notice to a
Borrower any such notice being waived by a Borrower to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held by, and other
indebtedness at any time owing by, such Bank to or for the credit or the account
of a Borrower against any and all Obligations owing to such Bank, now or
hereafter existing, irrespective of whether or not the applicable Agent or such
Bank shall have made demand under this Agreement or any Loan Document and
although such Obligations may be contingent or unmatured. Each Bank agrees
promptly to notify a Borrower and the applicable Agent after any such set-off
and application made by such Bank; provided, however, that the failure to give
such notice shall not affect the validity of such set-off and application.


<PAGE>   88

                                      -82-

11.11 Notification of Addresses, Lending Offices, Etc. Each Bank shall notify
the Agents in writing of any changes in the address to which notices to the Bank
should be directed, of addresses of any Lending Office, of payment instructions
in respect of all payments to be made to it hereunder and of such other
administrative information as the Agents shall reasonably request.

11.12 Counterparts. This Agreement may be executed in any number of separate
counterparts, each of which, when so executed, shall be deemed an original, and
all of said counterparts taken together shall be deemed to constitute but one
and the same instrument.

11.13 Severability. The illegality or unenforceability of any provision of this
Agreement or any instrument or agreement required hereunder shall not in any way
affect or impair the legality or enforceability of the remaining provisions of
this Agreement or any instrument or agreement required hereunder.

11.14 No Third Parties Benefited. This Agreement is made and entered into for
the sole protection and legal benefit of each Borrower, the Banks, the Agents
and the Agent-Related Persons, and their permitted successors and assigns, and
no other Person shall be a direct or indirect legal beneficiary of, or have any
direct or indirect cause of action or claim in connection with, this Agreement
or any of the other Loan Documents.

11.15 Governing Law and Jurisdiction.

(a)  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
     LAW OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE
     THEREIN.

(b)  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
     LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE PROVINCE OF ONTARIO, AND
     BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE BORROWERS, THE
     AGENTS AND THE BANKS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
     TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE BORROWERS,
     THE AGENTS AND THE BANKS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING 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
     ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR
     ANY DOCUMENT RELATED HERETO. EACH OF THE BORROWERS, THE AGENTS AND THE
     BANKS EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
     PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY ONTARIO LAW.


<PAGE>   89

                                      -83-

11.16 Entire Agreement. This Agreement, together with the other Loan Documents,
embodies the entire agreement and understanding among the Borrowers, the Banks
and the Agents, and supersedes all prior or contemporaneous agreements and
understandings of such Persons, verbal or written, relating to the subject
matter hereof and thereof.

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

                                        ZEMEX CORPORATION, AS COMPANY

                                        By:__________________________________

                                        Title:_______________________________



                                        ZEMEX U.S. CORPORATION,
                                        AS US BORROWER

                                        By:__________________________________

                                        Title:_______________________________





<PAGE>   90


                                      -84-


                                        BANK OF AMERICA CANADA,
                                        AS CANADIAN AGENT

                                        By:__________________________________

                                        Title:_______________________________


                                        By:__________________________________

                                        Title:_______________________________


                                        BANK OF AMERICA NATIONAL TRUST
                                        AND SAVINGS ASSOCIATION,
                                        AS US AGENT

                                        By:__________________________________

                                        Title:_______________________________

                                        BANK OF AMERICA CANADA,
                                        AS A CANADIAN BANK

                                        By:__________________________________

                                        Title:_______________________________


                                        BANK OF AMERICA NATIONAL TRUST
                                        AND SAVINGS ASSOCIATION,
                                        AS A US BANK

                                        By:__________________________________

                                        Title:_______________________________






<PAGE>   91







                                 SCHEDULE 2.01
                                 -------------




                                  COMMITMENTS
                              AND PRO RATA SHARES
                              -------------------


<TABLE>
<CAPTION>
                                                                 Pro Rata
        Bank                       Commitment                      Share
        ----                       ----------                      -----
<S>                              <C>                               <C>
Bank of America Canada             $2,000,000                       10%

Bank of America National
Trust and Savings
Association                        $18,000,000                      90%


        TOTAL                      $20,000,000                     100%

</TABLE>
<PAGE>   92









                                LENDING OFFICES,
                              ADDRESSES FOR NOTICES

                             SCHEDULE 11.02 - PART I
                             -----------------------




Bank of America Canada
200 Front Street West
Suite 2700
Toronto, Ontario
M5V 3L2

Attention:  Loans Department
----------------------------

Phone:      349-4100
Fax         349-4283


                                     PART II
                                     -------


Bank of America National Trust
and Savings Association
Agency Administrative Services #5596
1850 Gateway Boulevard, 5th Floor
Concord, California 94520

Attention:  Corwin Lewis
            Vice President

Phone:      (925) 675-8365
Fax:        (925) 675-8500