<PAGE>   1
                                                                  Exhibit 10.25
                                                                  EXECUTION COPY

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                                CREDIT AGREEMENT



                          dated as of December 8, 1998



                                      among



                              LAFARGE CORPORATION,



                                  THE LENDERS,



                                       and

                       THE FIRST NATIONAL BANK OF CHICAGO,
                             as Administrative Agent




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<PAGE>   2


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>                                                                                             <C>
ARTICLE I:  DEFINITIONS...........................................................................1
     1.1.    Definitions..........................................................................1
     1.2.    Accounting Terms and Determinations.................................................13

ARTICLE II:  THE LOAN FACILITY...................................................................13
     2.1.    Commitment..........................................................................13
     2.2.    Required Payments...................................................................13
     2.3.    Ratable Loans; Types of Advances....................................................13
     2.4.    Fees................................................................................13
             2.4.1. Facility Fee.................................................................13
             2.4.2. Utilization Fee..............................................................14
             2.4.3. Agent Fees...................................................................14
     2.5.    Reductions in Aggregate Commitment..................................................14
     2.6.    Minimum Amount of Each Advance......................................................14
     2.7.    Optional Principal Payments.........................................................14
     2.8.    Method of Selecting Types and Interest Periods for New Advances.....................14
     2.9.    Conversion and Continuation of Outstanding Advances.................................15
     2.10.   Changes in Interest Rate, etc.......................................................15
     2.11.   Rates Applicable After Default......................................................16
     2.12.   Method of Payment...................................................................16
     2.13.   Noteless Agreement; Evidence of Indebtedness........................................16
     2.14.   Telephonic Notices..................................................................17
     2.15.   Interest Payment Dates; Interest and Fee Basis......................................17
     2.16.   Notification of Advances, Interest Rates, Prepayments and Commitment
             Reductions..........................................................................18
     2.17.   Lending Installations...............................................................18
     2.18.   Non-Receipt of Funds by the Agent...................................................18
     2.19.   Increase of Commitments.............................................................18
     2.20.   Extension of Termination Date.......................................................19

ARTICLE III:  CHANGE IN CIRCUMSTANCES............................................................20
     3.1.    Taxes...............................................................................20
     3.2.    Yield Protection....................................................................22
     3.3.    Changes in Capital Adequacy Regulations.............................................23
     3.4.    Availability of Types of Advances...................................................23
     3.5.    Funding Indemnification.............................................................24
     3.6.    Mitigation of Additional Costs or Adverse Circumstances.............................24
     3.7.    Lender Statements; Survival of Indemnity............................................24

ARTICLE IV:  CONDITIONS PRECEDENT................................................................25
     4.1.    Initial Advance.....................................................................25
     4.2.    Each Advance........................................................................26
</TABLE>

<PAGE>   3

<TABLE>
<S>                                                                                             <C>
ARTICLE V:   REPRESENTATIONS AND WARRANTIES......................................................26
     5.1.    Existence and Standing..............................................................26
     5.2.    Authorization and Validity..........................................................27
     5.3.    No Conflict; Government Consent.....................................................27
     5.4.    Financial Statements................................................................27
     5.5.    Material Adverse Change.............................................................27
     5.6.    Taxes...............................................................................27
     5.7.    Litigation and Contingent Obligations...............................................28
     5.8.    Subsidiaries........................................................................28
     5.9.    ERISA...............................................................................28
     5.10.   Accuracy of Information.............................................................29
     5.11.   Margin Stock Regulations............................................................29
     5.12.   Material Agreements.................................................................29
     5.13.   Compliance With Laws................................................................29
     5.14.   Ownership of Properties.............................................................29
     5.15.   Intellectual Property...............................................................29
     5.16.   Plan Assets; Prohibited Transactions................................................30
     5.17.   Environmental Matters...............................................................30
     5.18.   Investment Company Act..............................................................30
     5.19.   Public Utility Holding Company Act..................................................30
     5.20.   Year 2000 Issues....................................................................30

ARTICLE VI:  COVENANTS...........................................................................30
     6.1.    Financial Reporting.................................................................31
     6.2.    Use of Proceeds.....................................................................32
     6.3.    Notice of Default...................................................................32
     6.4.    Corporate Existence; Conduct of Business............................................32
     6.5.    Taxes...............................................................................33
     6.6.    Insurance...........................................................................33
     6.7.    Compliance with Laws................................................................33
     6.8.    Inspection..........................................................................33
     6.9.    Maintenance of Properties...........................................................33
     6.10.   Consolidations, Mergers and Sale of Assets..........................................33
     6.11.   Liens. .............................................................................34
     6.12    Subsidiary Debt.....................................................................35
     6.13    Hedging Obligations.................................................................35
     6.14    Leverage Ratio......................................................................35
     6.15    Interest Coverage Ratio.............................................................35
     6.16.   Affiliates..........................................................................36
     6.17    Year 2000 Issues....................................................................36
</TABLE>

<PAGE>   4

<TABLE>
<S>                                                                                             <C>
ARTICLE VII:  DEFAULTS...........................................................................36

ARTICLE VIII:  ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES....................................38
     8.1.    Acceleration........................................................................38
     8.2.    Amendments..........................................................................38
     8.3.    Preservation of Rights..............................................................39

ARTICLE IX:  GENERAL PROVISIONS..................................................................39
     9.1.    Governmental Regulation.............................................................39
     9.2.    Taxes. .............................................................................39
     9.3.    Headings............................................................................39
     9.4.    Entire Agreement....................................................................40
     9.5.    Several Obligations.................................................................40
     9.6.    Expenses; Indemnification...........................................................40
     9.7.    Numbers of Documents................................................................41
     9.8.    Severability of Provisions..........................................................41
     9.9.    Nonliability of Lenders. ...........................................................41
     9.10.   Confidentiality.....................................................................41
     9.11.   Nonreliance.........................................................................41

ARTICLE X:  THE AGENT............................................................................41
     10.1.   Appointment.........................................................................41
     10.2.   Powers..............................................................................42
     10.3.   General Immunity....................................................................42
     10.4.   No Responsibility for Loans, Collateral, Recitals, etc. ............................42
     10.5.   Action on Instructions of Lenders...................................................42
     10.6.   Employment of Agents and Counsel....................................................43
     10.7.   Reliance on Documents; Counsel......................................................43
     10.8.   Agent's Reimbursement and Indemnification...........................................43
     10.9.   Notice of Default...................................................................44
     10.10.  Rights as a Lender..................................................................44
     10.11.  Lender Credit Decision..............................................................44
     10.12.  Successor Agent.....................................................................44
     10.13.  Delegation to Affiliates............................................................45
     10.14.  Co-Agents, Documentation Agent, Syndication Agent, etc. ............................45

ARTICLE XI:  SETOFF; RATABLE PAYMENTS............................................................45
     11.1.   Setoff..............................................................................45
     11.2.   Ratable Payments....................................................................45
</TABLE>

<PAGE>   5

<TABLE>
<S>                                                                                             <C>
     11.3    Application of Payments.............................................................45

ARTICLE XII:  BENEFIT OF AGREEMENT; PARTICIPATIONS;
               ASSIGNMENTS.......................................................................46
     12.1.   Successors and Assigns..............................................................46
     12.2.   Participations......................................................................47
             12.2.1.  Permitted Participants; Effect.............................................47
             12.2.2.  Voting Rights..............................................................47
             12.2.3.  Benefit of Setoff..........................................................47
     12.3.   Assignments.........................................................................47
             12.3.1.  Permitted Assignments......................................................47
             12.3.2.  Effect; Effective Date.....................................................48
     12.4.   Dissemination of Information........................................................48
     12.5.   Tax Treatment.......................................................................48

ARTICLE XIII:  NOTICES...........................................................................49
     13.1.   Giving Notice.......................................................................49
     13.2.   Change of Address...................................................................49

ARTICLE XIV:  COUNTERPARTS.......................................................................49

ARTICLE XV:  CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL........................49
     15.1.   CHOICE OF LAW.......................................................................49
     15.2.   CONSENT TO JURISDICTION.............................................................49
     15.3.   WAIVER OF JURY TRIAL................................................................50
</TABLE>

<PAGE>   6

                             SCHEDULES AND EXHIBITS

<TABLE>
<CAPTION>
SCHEDULES
---------

<S>                  <C>
Schedule I    --     Commitments
Schedule II   --     Pricing Schedule
Schedule 5.8  --     Subsidiaries
Schedule 5.14 --     Liens
</TABLE>


<TABLE>
<CAPTION>
EXHIBITS
--------

<S>                  <C>
Exhibit A     --     Form of Assignment Agreement
Exhibit B     --     Form of Note
Exhibit C     --     Form of Opinion of Counsel to the Company
Exhibit D     --     Form of Opinion of Canadian Counsel to
                      Lafarge Canada Inc.
Exhibit E     --     Form of Opinion of Counsel to the Agent
Exhibit F     --     Form of Money Transfer Instructions
Exhibit G     --     Form of Compliance Certificate
</TABLE>

<PAGE>   7


                                CREDIT AGREEMENT

       This Credit Agreement (this "AGREEMENT"), dated as of December 8, 1998,
is among Lafarge Corporation, a Maryland corporation (the "COMPANY"), the
Lenders and The First National Bank of Chicago, as Administrative Agent (the
"AGENT").

       The parties hereto agree as follows:

                             ARTICLE I: DEFINITIONS

       1.1. DEFINITIONS. As used in this Agreement:

       "ACQUISITION" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Company or any of its Subsidiaries (a) acquires any going business or all or
substantially all of the assets of any firm, corporation, limited liability
company or division thereof, whether through purchase of assets, merger or
otherwise or (b) directly or indirectly acquires (in one transaction or as the
most recent transaction in a series of transactions) at least a majority (in
number of votes) of the Capital Stock of a corporation, partnership, or limited
liability company which have ordinary voting power for the election of directors
(other than securities having such power only by reason of the happening of a
contingency) or a majority (by percentage or voting power) of the outstanding
ownership interests of a partnership or limited liability company.

       "ADVANCE" means a borrowing hereunder, (i) made by the Lenders on the
same Borrowing Date, or (ii) converted or continued by the Lenders on the same
date of conversion or continuation, consisting, in either case, of the aggregate
amount of the several Loans of the same Type and, in the case of Eurodollar
Loans, for the same Interest Period.

       "AFFILIATE" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of Capital Stock, by contract or otherwise.

       "AGENT" means The First National Bank of Chicago in its capacity as
contractual representative for the Lenders pursuant to Article X, and not in its
individual capacity as a Lender, and any successor Agent appointed pursuant to
Article X.

       "AGGREGATE COMMITMENT" means the aggregate of the Commitments of all the
Lenders, as the same may be reduced from time to time pursuant to Section 2.5 or
increased pursuant to Section 2.19. The initial Aggregate Commitment is Three
Hundred Million and 00/100 Dollars ($300,000,000).


<PAGE>   8

       "AGREEMENT" means this Credit Agreement, as it may be amended, modified,
supplemented or restated and in effect from time to time.

       "ALTERNATE BASE RATE" means, for any day, a rate of interest per annum
equal to (a) the higher of (i) the Corporate Base Rate for such day and (ii) the
sum of the Federal Funds Effective Rate for such day plus 1/2% per annum, plus
(b) the percentage indicated as the Applicable Margin in connection with
Alternate Base Rate Loans.

       "ALTERNATE BASE RATE ADVANCE" means an Advance which bears interest at
the Alternate Base Rate.

       "ALTERNATE BASE RATE LOAN" means a Loan which bears interest at the
Alternate Base Rate.

       "APPLICABLE FEE RATE" means, at any time, the percentage rate per annum
at which facility fees and utilization fees are accruing on the Aggregate
Commitment (without regard to usage) at such time as set forth in the Pricing
Schedule.

       "APPLICABLE MARGIN" means, with respect to Advances of any Type at any
time, the percentage rate per annum which is applicable at such time with
respect to Advances of such Type as set forth in the Pricing Schedule.

       "ARRANGER" means First Chicago Capital Markets, Inc.

       "ARTICLE" means an article of this Agreement unless another document is
specifically referenced.

       "AUTHORIZED OFFICER" means any of the Treasurer or any Assistant
Treasurer of the Company, acting singly.

       "BENEFIT PLAN" means a defined benefit plan as defined in Section 3(35)
of ERISA (other than a Multiemployer Plan) subject to Title IV of ERISA in
respect of which the Company or any ERISA Affiliate is an "employer" as defined
in Section 3(5) of ERISA or with respect to which the Company or any ERISA
Affiliate has any potential liability.

       "BORROWING DATE" means a date on which an Advance of any Type is made
hereunder.

       "BORROWING NOTICE" is defined in Section 2.8.

       "BUSINESS DAY" means (i) with respect to any borrowing, payment or rate
selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in Chicago and New York for the conduct of
substantially all of their commercial lending activities and on which dealings
in United States dollars are carried on in the London interbank market and (ii)
for


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<PAGE>   9

all other purposes, a day (other than a Saturday or Sunday) on which banks
generally are open in Chicago for the conduct of substantially all of their
commercial lending activities.

       "CAPITAL STOCK" means (i) in the case of a corporation, corporate stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (howsoever designated) of
corporate stock, (iii) in the case of a partnership, partnership interests
(whether general or limited) and (iv) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing person, in each such case regardless
of class or designation.

       "CAPITALIZED LEASE" means any lease the obligation for rentals with
respect to which is required to be capitalized on a balance sheet of the lessee
in accordance with U.S. GAAP.

       "CHANGE IN CONTROL" means Lafarge S.A. shall cease to own directly or
indirectly at least 50% of the outstanding shares of voting stock of the Company
on a fully diluted basis.

       "CODE" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

       "COMMITMENT" means, for each Lender, the obligation of such Lender to
make Loans not exceeding the amount set forth on Schedule I hereof or as set
forth in the applicable Assignment Agreement in the form of Exhibit A hereto
received by the Agent under the terms of Section 12.3, as such amount may be
modified from time to time pursuant to the terms of this Agreement or to give
effect to any applicable assignment and acceptance.

       "COMPANY" means Lafarge Corporation, a Maryland corporation, and its
successors and assigns, including a debtor-in-possession on behalf of the
Company.

       "CONSOLIDATED EBITDA" means, for any period, EBITDA of the Company and
its Consolidated Subsidiaries for such period, determined on a consolidated
basis in accordance with U.S. GAAP.

       "CONSOLIDATED INTEREST EXPENSE" means, for any period, the amount of
interest expense, net of interest income, of the Company and its Consolidated
Subsidiaries for such period, determined on a consolidated basis in accordance
with U.S. GAAP.

       "CONSOLIDATED NET WORTH" means, at any date as of which the same is to be
determined, the total shareholders' equity of the Company and its Consolidated
Subsidiaries, determined on a consolidated basis as of such date in accordance
with U.S. GAAP.

       "CONSOLIDATED SUBSIDIARY" means, at any date as of which the same is to
be determined, any Subsidiary or other entity the accounts of which would be
consolidated with those of the Company


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<PAGE>   10

in its consolidated financial statements if such statements were prepared as of
such date in accordance with U.S. GAAP.

       "CONSOLIDATED TOTAL DEBT" means, at any date as of which the same is to
be determined, the Debt of the Company and its Consolidated Subsidiaries,
determined on a consolidated basis as of such date in accordance with U.S. GAAP.

       "CONTROLLED GROUP" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Company or any of its Subsidiaries, are
treated as a single employer under Section 414 of the Code.

       "CONVERSION/CONTINUATION NOTICE" is defined in Section 2.9.

       "CORPORATE BASE RATE" means a rate per annum equal to the corporate base
rate of interest announced by First Chicago from time to time, changing when and
as said corporate base rate changes.

       "DEBT" means, with respect to any Person at any date, without
duplication, (i) all obligations of such Person for borrowed money, (ii) all
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments, (iii) all obligations of such Person to pay the deferred
purchase price of property or services, except trade accounts payable arising in
the ordinary course of business, (iv) all obligations of such Person as lessee
under Capitalized Leases, (v) all obligations of such Person to purchase
securities (or other property) which arise out of or in connection with the sale
of the same or substantially similar securities or property, (vi) all
obligations of such Person to reimburse any bank or other person in respect of
amounts paid under a letter of credit or similar instrument, (vii) all Debt of
others secured by a lien on any asset of such Person to the extent of the fair
market value of such asset, whether or not such Debt is assumed by such Person,
(viii) all Synthetic Lease Liabilities of such Person, and (ix) all Debt of
others guaranteed by such Person to the extent such Debt represents a liability
of such Person; provided that liabilities resulting from the recognition of
other postretirement benefits required by Financial Accounting Standard No. 106
shall not constitute "Debt."

       "DEFAULT" means an event described in Article VII.

       "DERIVATIVE CONTRACT" means any agreement, whether or not in writing,
relating to any transaction that is a rate swap, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap or
option, bond, note or bill option, interest rate option, forward foreign
exchange transaction, cap, collar or floor transaction, currency swap,
cross-currency rate swap, swaption, currency option or any other, similar
transaction (including any option to enter into any of the foregoing) or any
combination of the foregoing, and, unless the context otherwise clearly
requires, any master agreement relating to or governing any or all of the
foregoing.


                                       4
<PAGE>   11

       "DERIVATIVE TERMINATION VALUE" means, in respect of any one or more
Derivative Contracts, after taking into account the effect of any legally
enforceable netting agreement relating to such Derivative Contracts, (a) for any
date on or after the date such Derivative Contracts have been closed out and
termination value(s) determined in accordance therewith, such termination
value(s), and (b) for any date prior to the date referenced in clause (a) the
amount(s) determined as the mark-to-market value(s) for such Derivative
Contracts, as determined by the Company based upon one or more mid-market or
other readily available quotations provided by any recognized dealer in such
Derivative Contracts (which may include any Lender).

       "DOL" means the United States Department of Labor and any successor
department or agency.

       "DOLLARS" and "$" shall mean lawful money of the United States of
America.

       "EBITDA" means, for any period, pre-tax income (loss) plus interest
expense, net of interest income, as set forth in the consolidated statement of
income of the Company and its Consolidated Subsidiaries, plus depreciation,
depletion and amortization, as set forth in the consolidated statement of cash
flows of the Company and its Consolidated Subsidiaries, in each case for such
period, taking into account, on a pro-forma basis, any such amounts in
connection with any permitted Acquisition (as if such Acquisition had occurred
at the beginning of such period).

       "ENVIRONMENTAL LAWS" means any and all federal, state, local, regional,
departmental and foreign statutes, laws, judicial decisions, regulations,
ordinances, rules, judgments, orders, decrees, plans, injunctions, permits,
concessions, grants, franchises, licenses, agreements and other governmental
restrictions relating to (i) the protection of the environment, (ii) the effect
of the environment on human health, (iii) emissions, discharges or releases of
pollutants, contaminants, hazardous substances or wastes into surface water,
ground water or land, or (iv) the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of pollutants, contaminants,
hazardous substances or wastes or the clean-up or other remediation thereof,
including, without limitation, relating to releases, discharges, emissions or
disposals to air, water, land or ground water, to the withdrawal or use of
ground water, to the use, handling or disposal of polychlorinated biphenyls
(PCB's), asbestos or urea formaldehyde, to the treatment, storage, disposal or
management of hazardous or dangerous substances (including, without limitation,
petroleum, crude oil or any fraction thereof, or other hydrocarbons), pollutants
or contaminants, to exposure to toxic, hazardous or other controlled, prohibited
or regulated substances or emissions.

       "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time and any successor statute.

       "ERISA AFFILIATE" means any (i) corporation which is a member of the same
controlled group of corporations (within the meaning of Section 414(b) of the
Internal Revenue Code) as the Company, (ii) partnership or other trade or
business (whether or not incorporated) under common control (within the meaning
of Section 414(c) of the Internal Revenue Code) with the Company, and


                                       5
<PAGE>   12

(iii) member of the same affiliated service group (within the meaning of Section
414(m) of the Internal Revenue Code) as the Company, any corporation described
in clause (i) above or any partnership or trade or business described in clause
(ii) above.

       "EURODOLLAR ADVANCE" means an Advance which bears interest at the
Eurodollar Rate.

       "EURODOLLAR BASE RATE" means, with respect to any Eurodollar Advance for
the relevant Interest Period, the rate determined by the Agent to be the rate at
which First Chicago offers to place deposits in Dollars with first-class banks
in the London interbank market at approximately 11:00 a.m. (London time) two
Business Days prior to the first day of such Interest Period, in the approximate
amount of First Chicago's relevant Eurodollar Loan and having a maturity equal
to such Interest Period.

       "EURODOLLAR LOAN" means a Loan which bears interest at a Eurodollar Rate
requested by the Company pursuant to Section 2.2.

       "EURODOLLAR RATE" means, with respect to a Eurodollar Advance for the
relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base
Rate applicable to such Interest Period, divided by (b) one minus the Reserve
Requirement (expressed as a decimal) applicable to such Interest Period, plus
(ii) the Applicable Margin. The Eurodollar Rate shall be rounded to the next
higher multiple of 1/16 of 1% if the rate is not such a multiple.

       "EXCLUDED TAXES" means, in the case of each Lender or applicable Lending
Installation and the Agent, taxes imposed on its overall net income, and
franchise taxes based on net income imposed on it, by (i) the jurisdiction under
the laws of which such Lender or the Agent is incorporated or organized or (ii)
the jurisdiction in which the Agent's or such Lender's principal executive
office or such Lender's applicable Lending Installation is located.

       "FEDERAL FUNDS EFFECTIVE RATE" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to (i) the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the preceding
Business Day) by the Federal Reserve Bank of New York; or (ii) if such rate is
not so published for any day which is a Business Day, the average of the
quotations at approximately 10:00 a.m. (New York time) for such day on such
transactions received by the Agent from three federal funds brokers of
recognized standing selected by the Agent.

       "FEE LETTER" is defined in Section 2.4.3.

       "FINANCIAL OFFICER" means the Chief Financial Officer or the Treasurer of
the Company.

       "FOREIGN EMPLOYEE BENEFIT PLAN" means any employee benefit plan as
defined in Section 3(3) of ERISA which is maintained or contributed to for the
benefit of the employees of the


                                       6
<PAGE>   13

Company, any of its Subsidiaries or any members of its Controlled Group and is
not covered by ERISA pursuant to ERISA Section 4(b)(4).

       "FOREIGN PENSION PLAN" means any employee benefit plan as described in
Section 3(3) of ERISA which (i) is maintained or contributed to for the benefit
of employees of the Company, any of its Subsidiaries or any of its ERISA
Affiliates, (ii) is not covered by ERISA pursuant to Section 4(b)(4) of ERISA,
and (iii) under applicable local law, is required to be funded through a trust
or other funding vehicle.

       "GOVERNMENTAL AUTHORITY" means any nation or government, any federal,
state, local or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative authority or
functions of or pertaining to government including any authority or other
quasi-governmental entity established to perform any of such functions.

       "GROSS NEGLIGENCE" means either recklessness or actions taken or omitted
with conscious indifference to or the complete disregard of consequences. Gross
Negligence does not mean the absence of ordinary care or diligence, or an
inadvertent act or inadvertent failure to act. If the term "gross negligence" is
used with respect to the Agent or any Lender or any indemnitee in any of the
other Loan Documents, it shall have the meaning set forth herein.

       "HEDGING OBLIGATIONS" of a Person means any and all net obligations of
such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all
agreements, devices or arrangements designed to protect at least one of the
parties thereto from the fluctuations of interest rates, exchange rates or
forward rates applicable to such party's assets, liabilities or exchange
transactions, including, but not limited to, dollar-denominated or
cross-currency interest rate exchange agreements, forward currency exchange
agreements, interest rate cap or collar protection agreements, forward rate
currency or interest rate options, puts and warrants, or any similar derivative
transactions and (ii) any and all cancellations, buy backs, reversals,
terminations or assignments of any of the foregoing.

       "INTEREST PERIOD" means, with respect to a Eurodollar Advance or a
Eurodollar Loan, a period of one, two, three or six months commencing on a
Business Day selected by the Company pursuant to this Agreement. Such Interest
Period shall end on (but exclude) the day which corresponds numerically to such
date of commencement one, two, three or six months thereafter, provided,
however, that if there is no such numerically corresponding day in such next,
second, third or sixth succeeding month, such Interest Period shall end on the
last Business Day of such next, second, third or sixth succeeding month. If an
Interest Period would otherwise end on a day which is not a Business Day, such
Interest Period shall end on the next succeeding Business Day, provided,
however, that if said next succeeding Business Day falls in a new month, such
Interest Period shall end on the immediately preceding Business Day.


                                       7
<PAGE>   14

       "IRS" means the Internal Revenue Service and any Person succeeding to the
functions thereof.

       "LENDERS" means the financial institutions listed on the signature pages
of this Agreement and their respective successors and assigns including, without
limitation, any Lender which becomes party to this Agreement pursuant to Section
12.3.

       "LENDING INSTALLATION" means any office, branch, subsidiary or affiliate
of any Lender or the Agent.

       "LIEN" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, encumbrance or preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, the interest of a vendor or lessor under any
conditional sale, Capitalized Lease or other title retention agreement).

       "LOAN" means, with respect to any Lender, such Lender's loan made
pursuant to Article II (or any conversion or continuation thereof).

       "LOAN DOCUMENTS" means this Agreement, any Notes issued pursuant to
Section 2.13 and the Fee Letter.

       "MATERIAL ADVERSE CHANGE" means any change in the business, property,
condition (financial or otherwise) or results of operations or prospects of the
Company and its Subsidiaries taken as a whole which could reasonably be expected
to have a Material Adverse Effect.

       "MATERIAL ADVERSE EFFECT" means a material adverse effect on the
business, property, condition (financial or otherwise) or results of operations
or prospects of the Company and its Subsidiaries taken as a whole, the ability
of the Company to perform its obligations under the Loan Documents, or the
validity or enforceability of any of the Loan Documents or the rights or
remedies of the Agent or the Lenders thereunder.

       "MATERIAL DEBT" means Debt (other than the Obligations hereunder or under
the Notes) of the Company and/or one or more of its Subsidiaries, arising in one
or more related or unrelated transactions, in an aggregate principal or face
amount exceeding $10,000,000.

       "MOODY'S" means Moody's Investors Service, Inc. or any rating agency
which is generally recognized as a successor thereto.

       "MULTIEMPLOYER PLAN" means a "multiemployer plan" as defined in Section
4001(a)(3) of ERISA subject to Title IV of ERISA and which is contributed to by
either the Company or any ERISA Affiliate or with respect to which the Company
or any ERISA Affiliate has potential liability.


                                       8
<PAGE>   15

       "NOTE" means any promissory note issued by the Company at the request of
a Lender pursuant to Section 2.13 in the form of Exhibit B.

       "NOTICE OF ASSIGNMENT" is defined in Section 12.3.2.

       "OBLIGATIONS" means all Loans, Advances, debts, liabilities, obligations,
covenants and duties owing by the Company or any of its Subsidiaries to the
Agent, any Lender, any Affiliate of the Agent or any Lender or any indemnitee,
of any kind or nature, present or future, arising under this Agreement, the
Notes issued hereunder, any other Loan Document, whether or not evidenced by any
note, guaranty or other instrument, whether or not for the payment of money,
whether arising by reason of an extension of credit, loan, guaranty,
indemnification, or in any other manner, whether direct or indirect (including
those acquired by assignment), absolute or contingent, due or to become due, now
existing or hereafter arising and however acquired. The term includes, without
limitation, all interest charges, expenses, fees, attorneys' fees and
disbursements, paralegals' fees, and any other sum chargeable to the Company or
any of its Subsidiaries under this Agreement or any other Loan Document.

       "OTHER TAXES" is defined in Section 3.1(i).

       "PBGC" means the Pension Benefit Guaranty Corporation or any Person
succeeding to the function thereof.

       "PAYMENT DATE" means the last Business Day of each calendar quarter.

       "PERCENTAGE" means, with respect to any Lender, the percentage obtained
by dividing (A) such Lender's Commitment at such time (in each case, as adjusted
from time to time in accordance with the provisions of this Agreement) by (B)
the Aggregate Commitment at such time; provided, however, if all of the
Commitments are terminated pursuant to the terms of this Agreement, then
"Percentage" means the percentage obtained by dividing (i) the aggregate
principal amount of such Lender's outstanding Loans at such time by (ii) the
aggregate principal amount of all outstanding Loans at such time.

       "PERSON" means any corporation, limited liability company, natural
person, firm, joint venture, partnership, trust, unincorporated organization,
enterprise, government or any department or agency of any government.

       "PLAN" means any employee benefit plan defined in Section 3(3) of ERISA
in respect of which the Company or any ERISA Affiliate is an "employer" as
defined in Section 3(5) of ERISA or with respect to which the Company or any
ERISA Affiliate has any potential liability.

       "PLAN ASSET RATIO" means the ratio (expressed as a percentage) of (a) the
fair market value of all assets of all Single Employer Plans allocable to
currently accrued vested nonforfeitable benefits under such Plans to (b) the
present value of all such currently accrued vested nonforfeitable Plan


                                       9
<PAGE>   16

benefits, all determined on an ongoing Plan basis as set forth in the then most
recent actuarial valuation for such Plans.

       "PRICING SCHEDULE" means the Schedule attached hereto as Schedule II.

       "PURCHASERS" is defined in Section 13.2.1.

       "REGULATION D" means Regulation D of the Board of Governors of the
Federal Reserve System from time to time in effect and shall include any
successor or other regulation or official interpretation of said Board of
Governors relating to reserve requirements applicable to member banks of the
Federal Reserve System.

       "REGULATION T" means Regulation T of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by and to brokers and dealers of Securities for the purpose
of purchasing or carrying margin stock (as defined therein).

       "REGULATIONS U AND X" means Regulations U and X of the Board of Governors
of the Federal Reserve System from time to time in effect and shall include any
successor or other regulations or official interpretations of said Board of
Governors relating to the extension of credit by banks for the purpose of
purchasing or carrying margin stocks applicable to member banks of the Federal
Reserve System.

       "REPORTABLE EVENT" means a reportable event as defined in Section 4043 of
ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC has by regulation waived
the requirement of Section 4043(a) of ERISA that it be notified within 30 days
of the occurrence of such event, provided, however, that a failure to meet the
minimum funding standard of Section 412 of the Code and Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waiver of the
notice requirement in accordance with either Section 4043(a) of ERISA or Section
412(d) of the Code.

       "REQUIRED LENDERS" means Lenders having, in the aggregate, Percentages of
more than fifty-one percent (51%).

       "RESERVE REQUIREMENT" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on Eurocurrency
liabilities.

       "S&P" means Standard and Poor's Rating Services, a division of The
McGraw-Hill Companies, Inc., or any rating agency which is generally recognized
as a successor thereto.


                                       10
<PAGE>   17

       "SEC FILINGS" means the Company's annual and quarterly reports on Forms
10-K and 10-Q as filed with the U.S. Securities and Exchange Commission for the
fiscal year ended December 31, 1997 and the fiscal quarter ended September 30,
1998, respectively.

       "SECTION" means a numbered section of this Agreement, unless another
document is specifically referenced.

       "SINGLE EMPLOYER PLAN" means a Plan maintained by the Company or any
member of the Controlled Group for employees of the Company or any member of the
Controlled Group.

       "SIGNIFICANT SUBSIDIARY" means at any time any Subsidiary of the Company
or group of Subsidiaries of the Company which, in either case, holds or owns
total assets with a book value in excess of $10,000,000 or has annual revenues
in excess of $10,000,000.

       "SUBSIDIARY" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, limited liability company, association, joint venture or
similar business organization more than 50% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.
Unless otherwise expressly provided, all references herein to a "Subsidiary"
shall mean a Subsidiary of the Company.

       "SUBSTANTIAL PORTION" means, with respect to the property of the Company
and its Subsidiaries, property which represents more than 20% of the
consolidated assets of the Company and its Subsidiaries as would be shown in the
consolidated financial statements of the Company and its Subsidiaries as at the
beginning of the twelve-month period ending with the month in which such
determination is made.

       "SYNTHETIC LEASE LIABILITIES" of a Person means any liability under any
tax retention operating lease or so-called "synthetic" lease transaction, or any
obligations arising with respect to any other similar transaction which is the
functional equivalent of or takes the place of borrowing but which does not
constitute a liability on the consolidated balance sheets of such Person and its
Subsidiaries (other than leases which do not have an attributable interest
component that are not Capitalized Leases).

       "TAXES" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities
(including but not limited to interest and penalties) with respect to the
foregoing, imposed by any Governmental Authority, but excluding Excluded Taxes.

       "TERMINATION DATE" means the earlier of (i) the December 8, 2003 and (ii)
the date the Loans may be accelerated in accordance with this Agreement.


                                       11
<PAGE>   18

       "TERMINATION EVENT" means (i) a Reportable Event with respect to any
Benefit Plan; (ii) the withdrawal of the Company or any ERISA Affiliate from a
Benefit Plan during a plan year in which the Company or such ERISA Affiliate was
a "substantial employer" as defined in Section 4001(a)(2) of ERISA or the
cessation of operations which results in the termination of employment of 20% of
Benefit Plan participants who are employees of the Company or any ERISA
Affiliate; (iii) the imposition of an obligation on the Company or any ERISA
Affiliate under Section 4041 of ERISA to provide affected parties written notice
of intent to terminate a Benefit Plan in a distress termination described in
Section 4041(c) of ERISA; (iv) the institution by the PBGC or any similar
foreign governmental authority of proceedings to terminate a Benefit Plan or a
Foreign Pension Plan; (v) any event or condition which might constitute grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Benefit Plan; (vi) a foreign governmental authority
shall appoint or institute proceedings to appoint a trustee to administer any
Foreign Pension Plan; or (vii) the partial or complete withdrawal of the Company
or any ERISA Affiliate from a Multiemployer Plan or a Foreign Pension Plan.

       "TOTAL CAPITALIZATION" means, at any date, the sum of Consolidated Total
Debt and Consolidated Net Worth as of such date.

       "TYPE" means, with respect to any Loan or Advance, its nature as an
Alternate Base Rate Advance or Loan or Eurodollar Advance or Loan.

       "UNFUNDED LIABILITIES" means the amount (if any) by which the present
value of all currently accrued vested nonforfeitable benefits under all Single
Employer Plans exceeds the fair market value of all such Plan assets allocable
to such benefits, all determined on an ongoing Plan basis as set forth in the
then most recent actuarial valuation for such Plans.

       "UNMATURED DEFAULT" means an event which but for the lapse of time or the
giving of notice, or both, would constitute a Default.

       "U.S. GAAP" means accounting principles generally accepted in the United
States of America as recommended by the Financial Accounting Standards Board as
in effect as of the date hereof applied consistently with the audited financial
statements of the Company and its Consolidated Subsidiaries for the year ended
December 31, 1997.

       "WHOLLY-OWNED," when used in connection with any Subsidiary, means (i)
any Subsidiary all of the outstanding voting securities of which (other than
nominal shares consisting of directors' qualifying shares) shall at the time be
owned or controlled, directly or indirectly, by such Person or one or more
Wholly-Owned Subsidiaries of such Person, or by such Person and one or more
Wholly-Owned Subsidiaries of such Person, or (ii) any partnership, limited
liability company, association, joint venture or similar business organization
100% of the ownership interests having ordinary voting power of which shall at
the time be so owned or controlled.


                                       12
<PAGE>   19

       "YEAR 2000 ISSUES" means, with respect to any Person, anticipated costs,
problems and uncertainties associated with the inability of certain computer
applications and imbedded systems to effectively handle data, including dates,
on and after January 1, 2000, as it affects the business, operations, and
financial condition of such Person, and such Person's customers, suppliers and
vendors.

       The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.

       1.2. Accounting Terms and Determinations. Unless otherwise specified
herein, all accounting terms used herein shall be interpreted, all accounting
determinations hereunder shall be made, and all financial statements required to
be delivered hereunder shall be prepared in accordance with U.S. GAAP.

                         ARTICLE II: THE LOAN FACILITY

       2.1. Commitment. From and including the date of this Agreement and
prior to the Termination Date, each Lender severally agrees, on the terms and
conditions set forth in this Agreement, to make Loans to the Company from time
to time in amounts not to exceed in the aggregate at any one time outstanding
the amount of its Commitment. Subject to the terms of this Agreement, the
Company may borrow, repay and reborrow at any time prior to the Termination
Date. The Commitments to lend hereunder shall expire on the Termination Date.

       2.2. Required Payments. Any outstanding Advances and all other unpaid
Obligations shall be paid in full by the Company on the Termination Date.

       2.3. Ratable Loans; Types of Advances. Each Advance hereunder shall
consist of Loans made from the several Lenders ratably in proportion to the
ratio that their respective Commitments bear to the Aggregate Commitment. The
Advances may be Alternate Base Rate Advances or Eurodollar Advances, or a
combination thereof, selected by the Company in accordance with Sections 2.8 and
2.9.

       2.4. Fees.

            2.4.1. Facility Fee. The Company agrees to pay to the Agent for the
account of each Lender a facility fee at a per annum rate equal to the
Applicable Fee Rate on such Lender's Commitment (without regard to usage) from
the date hereof to and including the Termination Date, payable in arrears on
each Payment Date hereafter and on the Termination Date or earlier termination
of the Commitments. All accrued facility fees shall be payable on the effective
date of any termination of the obligations of the Lenders to make Loans
hereunder.


                                       13
<PAGE>   20

            2.4.2. Utilization Fee. If, at the end of any fiscal quarter, the
average daily aggregate principal amount of outstanding Loans during such
quarter exceeded thirty-three percent (33%) of the average daily amount of the
Aggregate Commitment during such quarter, the Company hereby agrees to pay to
the Agent, for the ratable account of each Lender in accordance with its
Percentage, a utilization fee at a rate per annum equal to the Applicable Fee
Rate on the average daily Aggregate Commitment (without regard to usage) during
such quarter, payable quarterly in arrears on each Payment Date hereafter and on
the Termination Date or earlier termination of the Commitments.

            2.4.3. Agent Fees. The Company agrees to pay certain fees to the
Agent and the Arranger, solely for their account (to be allocated among the
Agent and the Arranger in their discretion), on the dates and in the amounts set
forth in the fee letter among the Company, the Arranger and First Chicago, dated
October 16, 1998 (the "FEE LETTER").

       2.5. Reductions in Aggregate Commitment. The Company may permanently
reduce the Aggregate Commitment in whole, or in part ratably among the Lenders
in a minimum amount of $5,000,000 and in integral multiples of $1,000,000, upon
at least three Business Days' written notice to the Agent, which notice shall
specify the amount of any such reduction, provided, however, that the amount of
the Aggregate Commitment may not be reduced below the aggregate principal amount
of the outstanding Advances.

       2.6. Minimum Amount of Each Advance. Each Eurodollar Advance shall be in
the minimum amount of $5,000,000 (and in multiples of $1,000,000 if in excess
thereof), and each Alternate Base Rate Advance shall be in the minimum amount of
$5,000,000 (and in multiples of $1,000,000 if in excess thereof), provided,
however, that any Alternate Base Rate Advance may be in the amount of the unused
Aggregate Commitment.

       2.7. Optional Principal Payments. The Company may from time to time pay,
without penalty or premium, all outstanding Alternate Base Rate Advances, or, in
a minimum aggregate amount of $5,000,000 or any integral multiple of $1,000,000
in excess thereof, any portion of the outstanding Alternate Base Rate Advances
upon written notice to the Agent prior to 10:00 a.m. (Chicago time) on the date
of such prepayment. The Company may from time to time pay, subject to the
payment of any funding indemnification amounts required by Section 3.5 but
without penalty or premium, all outstanding Eurodollar Advances, or, in a
minimum aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in
excess thereof, any portion of the outstanding Eurodollar Advances upon three
Business Days' prior written notice to the Agent.

       2.8. Method of Selecting Types and Interest Periods for New Advances. The
Company shall select the Type of Advance and, in the case of each Eurodollar
Advance, the Interest Period applicable thereto from time to time. The Company
shall give the Agent irrevocable notice (a "BORROWING NOTICE") not later than
10:00 a.m. (Chicago time) on the Borrowing Date of each Alternate Base Rate
Advance and three Business Days before the Borrowing Date for each Eurodollar
Advance, specifying:


                                       14
<PAGE>   21

       (i)   the Borrowing Date, which shall be a Business Day, of such Advance,

       (ii)  the aggregate amount of such Advance,

       (iii) the Type of Advance selected, and

       (iv)  in the case of each Eurodollar Advance, the Interest Period
             applicable thereto.

Not later than noon (Chicago time) on each Borrowing Date, each Lender shall
make available its Loan or Loans in funds immediately available in Chicago to
the Agent at its address specified pursuant to Article XIII. Not later than 1:00
p.m. (Chicago time) on each Borrowing Date, the Agent will make the funds so
received from the Lenders available to the Company at the Agent's aforesaid
address.

       2.9. Conversion and Continuation of Outstanding Advances. Alternate Base
Rate Advances shall continue as Alternate Base Rate Advances unless and until
such Alternate Base Rate Advances are converted into Eurodollar Advances
pursuant to this Section 2.9 or are repaid in accordance with Section 2.7. Each
Eurodollar Advance shall continue as a Eurodollar Advance until the end of the
then applicable Interest Period therefor, at which time such Eurodollar Advance
shall be automatically converted into a Alternate Base Rate Advance unless (x)
such Eurodollar Advance is or was repaid in accordance with Section 2.7 or (y)
the Company shall have given the Agent a Conversion/Continuation Notice (as
defined below) requesting that, at the end of such Interest Period, such
Eurodollar Advance continue as a Eurodollar Advance for the same or another
Interest Period. Subject to the terms of Section 2.6, the Company may elect from
time to time to convert all or any part of a Alternate Base Rate Advance into a
Eurodollar Advance. The Company shall give the Agent irrevocable notice (a
"CONVERSION/CONTINUATION NOTICE") of each conversion of a Alternate Base Rate
Advance into a Eurodollar Advance or continuation of a Eurodollar Advance not
later than 10:00 a.m. (Chicago time) at least three Business Days prior to the
date of the requested conversion or continuation, specifying:

       (i)   the requested date, which shall be a Business Day, of such 
             conversion or continuation,

       (ii)  the aggregate amount and Type of the Advance which is to be
             converted or continued, and

       (iii) the amount of such Advance which is to be converted into or
             continued as a Eurodollar Advance and the duration of the Interest
             Period applicable thereto.

       2.10. Changes in Interest Rate, etc. Each Alternate Base Rate Advance
shall bear interest on the outstanding principal amount thereof, for each day
from and including the date such Advance is made or is automatically converted
from a Eurodollar Advance into a Alternate Base Rate Advance pursuant to Section
2.9, to but excluding the date it is paid or is converted into a Eurodollar
Advance pursuant to Section 2.9 hereof, at a rate per annum equal to the
Alternate Base Rate for such day.


                                       15
<PAGE>   22

Changes in the rate of interest on that portion of any Advance maintained as a
Alternate Base Rate Advance will take effect simultaneously with each change in
the Alternate Base Rate. Each Eurodollar Advance shall bear interest on the
outstanding principal amount thereof from and including the first day of the
Interest Period applicable thereto to (but not including) the last day of such
Interest Period at the interest rate determined by the Agent as applicable to
such Eurodollar Advance based upon the Company's selections under Sections 2.8
and 2.9 and otherwise in accordance with the terms hereof. No Interest Period
may end after the Termination Date.

       2.11. Rates Applicable After Default. Notwithstanding anything to the
contrary contained in Section 2.8 or 2.9, during the continuance of a Default or
Unmatured Default the Required Lenders may, at their option, by notice to the
Company (which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest rates), declare that no Advance may be made as,
converted into or continued as a Eurodollar Advance. During the continuance of a
Default the Required Lenders may, at their option, by notice to the Company
(which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous consent of the
Lenders to changes in interest rates), declare that (i) each Eurodollar Advance
shall bear interest for the remainder of the applicable Interest Period at the
rate otherwise applicable to such Interest Period plus 2% per annum and (ii)
each Alternate Base Rate Advance shall bear interest at a rate per annum equal
to the Alternate Base Rate in effect from time to time plus 2% per annum,
provided that, during the continuance of a Default under Section 7.6 or 7.7, the
interest rates set forth in clauses (i) and (ii) above shall be applicable to
all Advances without any election or action on the part of the Agent or any
Lender.

       2.12. Method of Payment. All payments of the Obligations hereunder shall
be made, without setoff, deduction, or counterclaim, in immediately available
funds to the Agent at the Agent's address specified pursuant to Article XIII, or
at any other Lending Installation of the Agent specified in writing by the Agent
to the Company, by noon (local time) on the date when due and shall be applied
ratably by the Agent among the Lenders. Each payment delivered to the Agent for
the account of any Lender shall be delivered promptly by the Agent to such
Lender in the same type of funds that the Agent received at its address
specified pursuant to Article XIII or at any Lending Installation specified in a
notice received by the Agent from such Lender. The Agent is hereby authorized to
charge the account of the Company maintained with First Chicago for each payment
of principal, interest and fees as it becomes due hereunder.

       2.13. Noteless Agreement; Evidence of Indebtedness. (i) Each Lender shall
maintain in accordance with its usual practice an account or accounts evidencing
the indebtedness of the Company to such Lender resulting from each Loan made by
such Lender from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder.

       (ii) The Agent shall also maintain accounts in which it will record (a)
the amount of each Loan made hereunder, the Type thereof and the Interest Period
with respect thereto, (b) the amount of any principal or interest due and
payable or to become due and payable from the Company to each


                                       16
<PAGE>   23

Lender hereunder and (c) the amount of any sum received by the Agent hereunder
from the Company and each Lender's share thereof.

       (iii) The entries maintained in the accounts maintained pursuant to
paragraphs (i) and (ii) above shall be prima facie evidence of the existence and
amounts of the Obligations therein recorded; provided, however, that the failure
of the Agent or any Lender to maintain such accounts or any error therein shall
not in any manner affect the obligation of the Company to repay the Obligations
in accordance with their terms.

       (iv) Any Lender may request that its Loans be evidenced by a promissory
note (a "NOTE"). In such event, the Company shall prepare, execute and deliver
to such Lender a Note payable to the order of such Lender in the form of Exhibit
B. Thereafter, the Loans evidenced by such Note and interest thereon shall at
all times (including after any assignment pursuant to Section 12.3) be
represented by one or more Notes payable to the order of the payee named therein
or any assignee pursuant to Section 12.3, except to the extent that any such
Lender or assignee subsequently returns any such Note for cancellation and
requests that such Loans once again be evidenced as described in paragraphs (i)
and (ii) above.

       2.14. Telephonic Notices. The Company hereby authorizes the Lenders and
the Agent to extend, convert or continue Advances, effect selections of Types of
Advances and to transfer funds based on telephonic notices made by any person or
persons the Agent or any Lender in good faith believes to be acting on behalf of
the Company, it being understood that the foregoing authorization is
specifically intended to allow Borrowing Notices and Conversion/Continuation
Notices to be given telephonically. The Company agrees to deliver promptly to
the Agent a written confirmation, if such confirmation is requested by the Agent
or any Lender, of each telephonic notice signed by an Authorized Officer. If the
written confirmation differs in any material respect from the action taken by
the Agent and the Lenders, the records of the Agent and the Lenders shall govern
absent manifest error.

       2.15. Interest Payment Dates; Interest and Fee Basis. Interest accrued on
each Alternate Base Rate Advance shall be payable on each Payment Date,
commencing with the first such date to occur after the date hereof, on any date
on which the Alternate Base Rate Advance is prepaid, whether due to acceleration
or otherwise, and at maturity. Interest accrued on that portion of the
outstanding principal amount of any Alternate Base Rate Advance converted into a
Eurodollar Advance on a day other than a Payment Date shall be payable on the
date of conversion. Interest accrued on each Eurodollar Advance shall be payable
on the last day of its applicable Interest Period, on any date on which the
Eurodollar Advance is prepaid, whether by acceleration or otherwise, and at
maturity. Interest accrued on each Eurodollar Advance having an Interest Period
longer than three months shall also be payable on the last day of each
three-month interval during such Interest Period. Interest on Eurodollar
Advances and commitment fees shall be calculated for actual days elapsed on the
basis of a 360-day year, and interest on Alternate Base Rate Advances shall be
calculated for actual days elapsed on the basis of a 365, or when appropriate
366, day year. Interest shall be payable for the day an Advance is made but not
for the day of any payment on the amount paid if


                                       17
<PAGE>   24

payment is received prior to noon (local time) at the place of payment. If any
payment of principal of or interest on an Advance shall become due on a day
which is not a Business Day, such payment shall be made on the next succeeding
Business Day and, in the case of a principal payment, such extension of time
shall be included in computing interest in connection with such payment.

       2.16. Notification of Advances, Interest Rates, Prepayments and
Commitment Reductions. Promptly after receipt thereof, the Agent will notify
each Lender of the contents of each Aggregate Commitment reduction notice,
Borrowing Notice, Conversion/Continuation Notice, and repayment notice received
by it hereunder. The Agent will notify each Lender of the interest rate
applicable to each Eurodollar Advance promptly upon determination of such
interest rate and will give each Lender prompt notice of each change in the
Alternate Base Rate.

       2.17. Lending Installations. Each Lender may book its Loans at any
Lending Installation selected by such Lender and may change its Lending
Installation from time to time. All terms of this Agreement shall apply to any
such Lending Installation and the Loans and any Notes issued hereunder shall be
deemed held by each Lender for the benefit of any such Lending Installation.
Each Lender may, by written notice to the Agent and the Company in accordance
with Article XIII, designate replacement or additional Lending Installations
through which Loans will be made by it and for whose account Loan payments are
to be made.

       2.18. Non-Receipt of Funds by the Agent. Unless the Company or a Lender,
as the case may be, notifies the Agent prior to the date on which it is
scheduled to make payment to the Agent of (i) in the case of a Lender, the
proceeds of a Loan or (ii) in the case of the Company, a payment of principal,
interest or fees to the Agent for the account of the Lenders, that it does not
intend to make such payment, the Agent may assume that such payment has been
made. The Agent may, but shall not be obligated to, make the amount of such
payment available to the intended recipient in reliance upon such assumption. If
such Lender or the Company, as the case may be, has not in fact made such
payment to the Agent, the recipient of such payment shall, on demand by the
Agent, repay to the Agent the amount so made available together with interest
thereon in respect of each day during the period commencing on the date such
amount was so made available by the Agent until the date the Agent recovers such
amount at a rate per annum equal to (x) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day for the first three days and,
thereafter, the interest rate applicable to the relevant Loan or (y) in the case
of payment by the Company, the interest rate applicable to the relevant Loan.

       2.19. Increase of Commitments. (a) Not more than twice during the term of
this Agreement and not earlier than six months after the date hereof, the
Company may, upon at least thirty (30) days' prior written notice to the Agent
and on the terms set forth below, request that the Aggregate Commitment
hereunder be increased to an amount not to exceed $400,000,000; provided,
however, that an increase in the Aggregate Commitment hereunder may only be made
at a time when no Default or Unmatured Default shall have occurred and be
continuing. Each of the Lenders shall be given the opportunity to participate in
the increased Commitments (x) initially ratably in the proportions that their
respective Commitments bear to the Aggregate Commitment and (y) to the


                                       18
<PAGE>   25

extent that the requested increase of Commitments is not fulfilled pursuant to
the preceding clause (x), in such additional amounts as a Lender desires, and to
the extent that the Lenders do not elect so to participate in such increased
Commitments after being afforded an opportunity to do so, then the Company shall
consult with the Agent as to the number, identity and requested Commitments of
additional financial institutions which the Company may, upon the written
consent of the Agent (which consent shall not be unreasonably withheld), invite
to participate in the Commitments.

       (b) No Lender shall have any obligation to increase its Commitment
pursuant to a request by the Company hereunder. No Lender shall be deemed to
have approved an increase in its Commitment unless such approval is in writing.
Failure on the part of a Lender to respond to a request by the Company hereunder
shall be deemed a rejection of such request. In no event shall any Lender's
Commitment, after giving effect to an increase in its Commitment hereunder,
exceed 33 1/3% of the Aggregate Commitment under this Agreement.

       (c) In the event that the Company and one or more of the Lenders (or
other financial institutions) shall agree upon such an increase in the Aggregate
Commitments, the Company, the Agent and each Lender or other financial
institution increasing its Commitment or extending a new Commitment shall enter
into an amendment to this Agreement setting forth the amounts of the
Commitments, as so increased, providing that the financial institutions
extending new Commitments shall be Lenders for all purposes of this Agreement,
and setting forth such additional provisions as the Agent shall consider
reasonably appropriate to implement the foregoing changes. No such amendment
shall require the approval or consent of any Lender whose Commitment is not
being increased. Upon the execution and delivery of such amendment as provided
above, and upon satisfaction of such other conditions as the Agent may
reasonably specify upon the request of the financial institutions that are
increasing or extending new Commitments (including the delivery of certificates,
evidence of corporate authority and legal opinions on behalf of the Company),
this Agreement shall be deemed to be amended accordingly.

       2.20. Extension of Termination Date. The Company may request an extension
of the Termination Date by submitting a request for an extension to the Agent
(an "EXTENSION REQUEST") no more than 90 days prior to the Termination Date. The
Extension Request must specify the date (which must be at least 30 days after
the Extension Request is delivered to the Agent) by which the Lenders must
respond to the Extension Request (the "RESPONSE DATE"). The new Termination Date
shall be one year after the Termination Date in effect at the time the Extension
Request is received. Promptly upon receipt of an Extension Request, the Agent
shall notify each Lender of the contents thereof. Each Lender approving the
Extension Request shall deliver its written consent to the Agent no later than
the Response Date, which consent may be given or withheld by each Lender in its
sole and absolute discretion. Any Lender that fails to notify the Agent of its
consent or non-consent by the Response Date shall be deemed to have withheld
consent (each such Lender together with each Lender that has provided notice of
its non-consent is referred to herein as a "NON-CONSENTING LENDER"). If as of
the close of business on the Response Date, any Lender is a Non-Consenting
Lender, the Agent shall immediately so advise the Company. During the period
beginning on the first


                                       19
<PAGE>   26

day following the Response Date and ending on the existing Termination Date,
each Non-Consenting Lender shall, at the request of the Company, either (a)
assign without recourse or warranty all of its rights and obligations under this
Agreement (i) first, to the Lenders who have consented to the extension and are
willing to accept such assignment, subject to ratable allocation by the Agent
among such Lenders, and (ii) to the extent such Non-Consenting Lender's rights
and obligations hereunder have not been assigned to an existing Lender as
contemplated in the foregoing clause (i), to another financial institution,
nominated by the Company and acceptable to the Agent, that is willing to become
a Lender hereunder through the Termination Date as extended in accordance with
the relevant Extension Request or (b) terminate its Commitment hereunder;
provided, that upon such Non-Consenting Lender's replacement or cancellation of
such Non-Consenting Lender's Commitment, such Non-Consenting Lender shall cease
to be a party hereto but shall continue to be entitled to the benefits of
Sections 3.1, 3.2, 3.3, 3.5 and 9.6, as well as to any fees accrued for its
account hereunder and not yet paid, and shall continue to be obligated under
Section 10.8 to the extent such obligations relate to the period such
Non-Extending Lender is a Lender hereunder. The obligation of a Non-Consenting
Lender to assign its rights and obligations hereunder or terminate its
Commitment hereunder as contemplated by this Section 2.20 is subject to the
requirements that (x) all amounts owing to that Non-Consenting Lender under the
Loan Documents, including, without limitation, any amounts owing pursuant to
Section 3.5, are paid in full upon the completion of such assignment or prior to
such termination and (y) any assignment is effected in accordance with the terms
of Section 12.3 and on terms otherwise satisfactory to the Non-Consenting Lender
(it being understood that the Company shall pay the processing fee payable to
the Agent pursuant to Section 12.3.2 in connection with any such assignment). A
requested extension of the Termination Date shall become effective only if (1)
it has been approved by the Required Lenders as of the close of business on the
Response Date, and (2) prior to the expiration of the ensuing period described
above, each Non-Consenting Lender has either (A) assigned all of its rights and
obligations hereunder to a successor financial institution or (B) terminated its
Commitment hereunder and the Aggregate Commitment has been reduced accordingly.
In any other event, the requested extension will be deemed to have been denied,
and the Termination Date will remain unchanged without liability to any
Non-Consenting Lender. The Company may request no more than two (2) successive
one-year extensions pursuant to this Section 2.20.

                      ARTICLE III: CHANGE IN CIRCUMSTANCES

       3.1. Taxes. (i) All payments by the Company to or for the account of any
Lender or the Agent hereunder or under any Note shall be made free and clear of
and without deduction for any and all Taxes. If the Company shall be required by
law to deduct any Taxes from or in respect of any sum payable hereunder to any
Lender or the Agent, (a) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section 3.1) such Lender or the Agent (as the
case may be) receives an amount equal to the sum it would have received had no
such deductions been made, (b) the Company shall make such deductions, (c) the
Company shall pay the full amount deducted to the relevant authority


                                       20
<PAGE>   27

in accordance with applicable law and (d) the Company shall furnish to the Agent
the original copy of a receipt evidencing payment thereof within 30 days after
such payment is made.

       (ii) In addition, the Company hereby agrees to pay any present or future
stamp or documentary taxes and any other excise or property taxes, charges or
similar levies which arise from any payment made hereunder or under any Note or
from the execution or delivery of, or otherwise with respect to, this Agreement
or any Note ("OTHER TAXES").

       (iii) The Company hereby agrees to indemnify the Agent and each Lender
for the full amount of Taxes or Other Taxes (including, without limitation, any
Taxes or Other Taxes imposed on amounts payable under this Section 3.1) paid by
the Agent or such Lender and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto. Payments due under this
indemnification shall be made within 30 days of the date the Agent or such
Lender makes demand therefor pursuant to Section 3.7.

       (iv) Each Lender that is not incorporated under the laws of the United
States of America or a state thereof (each a "NON-U.S. LENDER") agrees that it
will, not less than ten (10) Business Days after the date of this Agreement, (i)
deliver to each of the Company and the Agent two duly completed copies of United
States Internal Revenue Service Form 1001 or 4224, certifying in either case
that such Lender is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes, and (ii)
deliver to each of the Company and the Agent a United States Internal Revenue
Form W-8 or W-9, as the case may be, and certify that it is entitled to an
exemption from United States backup withholding tax. Each Non-U.S. Lender
further undertakes to deliver to each of the Company and the Agent (x) renewals
or additional copies of such form (or any successor form) on or before the date
that such form expires or becomes obsolete, and (y) after the occurrence of any
event requiring a change in the most recent forms so delivered by it, such
additional forms or amendments thereto as may be reasonably requested by the
Company or the Agent. All forms or amendments described in the preceding
sentence shall certify that such Lender is entitled to receive payments under
this Agreement without deduction or withholding of any United States federal
income taxes, unless an event (including without limitation any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
form or amendment with respect to it and such Lender advises the Company and the
Agent that it is not capable of receiving payments without any deduction or
withholding of United States federal income tax.

       (v) For any period during which a Non-U.S. Lender has failed to provide
the Company with an appropriate form pursuant to clause (iv), above (unless such
failure is due to a change in treaty, law or regulation, or any change in the
interpretation or administration thereof by any Governmental Authority,
occurring subsequent to the date on which a form originally was required to be
provided), such Non-U.S. Lender shall not be entitled to indemnification under
this Section 3.1 with respect to U.S. federal income taxes imposed by the United
States; provided that, should a Non-U.S. Lender which is otherwise exempt from
or subject to a reduced rate of withholding tax become subject to


                                       21
<PAGE>   28

Taxes because of its failure to deliver a form required under clause (iv),
above, the Company shall take such steps as such Non-U.S. Lender shall
reasonably request to assist such Non-U.S. Lender to recover such Taxes.

       (vi) Any Lender that is entitled to an exemption from or reduction of
withholding tax with respect to payments under this Agreement or any Note
pursuant to the law of any relevant jurisdiction or any treaty upon written
request from the Company shall deliver to the Company (with a copy to the
Agent), at the time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by applicable law and specified
in the Company's written request as will permit such payments to be made without
withholding or at a reduced rate.

       (vii) If the U.S. Internal Revenue Service or any other governmental
authority of the United States or any other country or any political subdivision
thereof asserts a claim that the Agent did not properly withhold tax from
amounts paid to or for the account of any Lender (because the appropriate form
was not delivered or properly completed, because such Lender failed to notify
the Agent of a change in circumstances which rendered its exemption from
withholding ineffective, or for any other reason), such Lender shall indemnify
the Agent fully for all amounts paid, directly or indirectly, by the Agent as
tax, withholding therefor, or otherwise, including penalties and interest, and
including taxes imposed by any jurisdiction on amounts payable to the Agent
under this subsection, together with all costs and expenses related thereto
(including attorneys fees and time charges of attorneys for the Agent, which
attorneys may be employees of the Agent). The obligations of the Lenders under
this Section 3.1(vii) shall survive the payment of the Obligations and
termination of this Agreement.

       3.2. Yield Protection. If, on or after the date of this Agreement, the
adoption of any law or any governmental or quasi-governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law), or any
change in the interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender or
applicable Lending Installation with any request or directive (whether or not
having the force of law) of any such authority, central bank or comparable
agency:

      (i)   subjects any Lender or any applicable Lending Installation to any
            Taxes, or changes the basis of taxation of payments (other than with
            respect to Excluded Taxes) to any Lender in respect of its Loans, or

      (ii)  imposes or increases or deems applicable any reserve, assessment,
            insurance charge, special deposit or similar requirement against
            assets of, deposits with or for the account of, or credit extended
            by, any Lender or any applicable Lending Installation (other than
            reserves and assessments taken into account in determining the
            interest rate applicable to Eurodollar Advances), or


                                       22
<PAGE>   29

      (iii) imposes any other condition the result of which is to increase the
            cost to any Lender or any applicable Lending Installation of making,
            funding or maintaining its Loans or reduces any amount receivable by
            any Lender or any applicable Lending Installation in connection
            with its Loans, or requires any Lender or any applicable Lending
            Installation to make any payment calculated by reference to the
            amount of Loans held or interest received by it, by an amount deemed
            material by such Lender,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation of making or maintaining its Loans or Commitment
or to reduce the return received by such Lender or applicable Lending
Installation in connection with such Loans or Commitment, then, within 15 days
of demand by such Lender, the Company shall pay such Lender such additional
amount or amounts as will compensate such Lender for such increased cost or
reduction in amount received.

       3.3. Changes in Capital Adequacy Regulations. If a Lender determines
the amount of capital required or expected to be maintained by such Lender, any
Lending Installation of such Lender or any corporation controlling such Lender
is increased as a result of a Change, then, within 15 days of demand by such
Lender, the Company shall pay such Lender, as applicable, the amount necessary
to compensate for any shortfall in the rate of return on the portion of such
increased capital which such Lender determines is attributable to this
Agreement, its Loans or its Commitment to make Loans hereunder (after taking
into account such Lender's policies as to capital adequacy). "CHANGE" means (i)
any change after the date of this Agreement in the Risk-Based Capital
Guidelines or (ii) any adoption of or change in any other law, governmental or
quasi-governmental rule, regulation, policy, guideline, interpretation, or
directive (whether or not having the force of law) after the date of this
Agreement which affects the amount of capital required or expected to be
maintained by any Lender or any Lending Installation or any corporation
controlling any Lender. "RISK-BASED CAPITAL GUIDELINES" means (i) the
risk-based capital guidelines in effect in the United States on the date of
this Agreement, including transition rules, and (ii) the corresponding capital
regulations promulgated by regulatory authorities outside the United States
implementing the July 1988 report of the Basle Committee on Banking Regulation
and Supervisory Practices Entitled "International Convergence of Capital
Measurements and Capital Standards," including transition rules, and any
amendments to such regulations adopted prior to the date of this Agreement.

       3.4. Availability of Types of Advances. If any Lender determines that
maintenance of its Eurodollar Loans at a suitable Lending Installation would
violate any applicable law, rule, regulation, or directive, whether or not
having the force of law, or if the Required Lenders determine that (i) deposits
of a type and maturity appropriate to match fund Eurodollar Advances are not
available or (ii) the interest rate applicable to Eurodollar Advances does not
accurately reflect the cost of making or maintaining Eurodollar Advances, then
the Agent shall suspend the availability of Eurodollar Advances and require any
affected Eurodollar Advances to be repaid or converted to Alternate Base Rate
Advances, subject to the payment of any funding indemnification amounts
required by Section 3.5.


                                       23
<PAGE>   30

       3.5. Funding Indemnification. If any payment of a Eurodollar Advance
occurs on a date which is not the last day of the applicable Interest Period,
whether because of acceleration, prepayment or otherwise, or a Eurodollar
Advance is not made on the date specified by the Company for any reason other
than default by the Lenders, the Company will indemnify each Lender for any
loss or cost incurred by it resulting therefrom, including, without limitation,
any loss or cost in liquidating or employing deposits acquired to fund or
maintain such Eurodollar Advance, provided that such Lender shall have
delivered to the applicable Company a certificate as to the amount of such loss
or expense, which certificate shall be conclusive in the absence of manifest
error.

       3.6. Mitigation of Additional Costs or Adverse Circumstances. If, in
respect of any Lender, circumstances arise which would or would upon the giving
of notice result in:

            (a) an increase in the liability of the Company to such Lender
       under Section 3.1, 3.2 or 3.3 or

            (b) the unavailability of a Type of Loan under Section 3.4;

then, without in any way limiting, reducing or otherwise qualifying the
Company's obligations under any of the clauses referred to above in this
Section 3.6, such Lender shall promptly upon becoming aware of the same notify
the Agent thereof and shall, in consultation with the Agent and the Company and
to the extent that it can do so in a manner that is not, in the judgment of
such Lender, disadvantageous to such Lender, take such reasonable steps as may
be reasonably available to it to mitigate the effects of such circumstances. If
and so long as a Lender has been unable to take, or has not taken, steps
acceptable to the Company to mitigate the effect of the circumstances in
question, such Lender shall be obliged, at the request of the Company, to
assign all its rights and obligations hereunder to a financial institution
nominated by the Company with the approval of the Agent and willing to
participate in the facility in place of such Lender; provided that such
financial institution satisfies all of the requirements of this Agreement,
including, but not limited to, providing the forms required by Sections 3.1(iv)
and 12.3.2. Notwithstanding any such assignment, the obligations of the Company
under Sections 3.1, 3.2, 3.3 and 9.6 shall survive any such assignment and be
enforceable by such Lender.

       3.7. Lender Statements; Survival of Indemnity. Each Lender shall
deliver a written statement of such Lender to the Company (with a copy to the
Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.3 or 3.5. Such
written statement shall set forth in reasonable detail the event by reason of
which such Lender is entitled to make a claim for such amount and the
calculations upon which such Lender determined such amount, which shall be
final, conclusive and binding on the Company in the absence of demonstrable
error. Determination of amounts payable under such Sections in connection with
a Eurodollar Loan shall be calculated as though each Lender funded such Loan
through the purchase of a deposit of the type and maturity corresponding to the
deposit used as a reference in determining the interest rate applicable to such
Loan, whether in fact that is the case or not. Unless otherwise provided
herein, the amount specified in the written statement shall be payable within
three (3) Business Days of demand after receipt by the Company of the written


                                       24
<PAGE>   31

statement. The obligations of the Company under Sections 3.1, 3.2, 3.3 and 3.5
shall survive payment of any other of the Company's Obligations and the
termination of this Agreement.

                        ARTICLE IV: CONDITIONS PRECEDENT

       4.1. Initial Advance. No Lender shall be required to make the initial
Loans to the Company unless the Company has furnished or caused to be furnished
to the Agent with sufficient copies for the Lenders:

       (i)    Copies of the articles or certificate of incorporation (or other
              similar constituting documents) of the Company, together with all
              amendments, and a certificate of good standing, each certified by
              the appropriate governmental officer in its jurisdiction of
              incorporation;

       (ii)   Copies, certified by the Secretary or Assistant Secretary of the
              Company, of the Company's by-laws (or other similar governing
              documents) and Board of Directors' resolutions and of resolutions
              or actions of any other body authorizing the execution of the
              Loan Documents;

       (iii)  An incumbency certificate, executed by the Secretary or Assistant
              Secretary of the Company, which shall identify by name and title
              and bear the signatures of the officers of the Company authorized
              to sign the Loan Documents to which the Company is a party and to
              request Advances, upon which certificate the Agent and the
              Lenders shall be entitled to rely until informed of any change in
              writing by the Company;

       (iv)   A certificate, signed by a Financial Officer of the Company,
              stating that on the date hereof no Default or Unmatured Default
              has occurred and is continuing and the representations and
              warranties contained in the Loan Documents are true and correct;

       (v)    A written opinion of counsel to the Company, addressed to the
              Lenders in substantially the form of Exhibit C, and a written
              opinion of counsel to Lafarge Canada Inc., addressed to the
              Lenders in substantially the form of Exhibit D;

       (vi)   A written opinion of counsel to the Agent, addressed to the
              Lenders in substantially the form of Exhibit E;

       (vii)  The Notes, if any, requested by a Lender pursuant to Section 2.13
              payable to the order of each such requesting Lender;

       (viii) Written money transfer instructions, in substantially the form of
              Exhibit F, addressed to the Agent and signed by a Financial
              Officer, together with such other related money transfer
              authorizations as the Agent may have reasonably requested;

                                       25
<PAGE>   32

       (ix)   Evidence reasonably satisfactory to the Agent that the bilateral
              credit agreements, each dated as of September 1, 1994 and amended
              as of June 1, 1996, between the Company and the respective
              lenders party thereto have been terminated, and all indebtedness,
              liabilities and obligations thereunder have been paid in full;
              and

       (x)    Such other documents as any Lender or its counsel may have
              reasonably requested.

       4.2. Each Advance. The Lenders shall not be required to make any Advance
(including the initial Advance hereunder) unless on the applicable Borrowing
Date:

       (i)    Prior to and after giving effect to such Advance, there exists no
              Default or Unmatured Default;

       (ii)   After giving effect to such Advance and to the application of the
              proceeds thereof, if such Advance increases the aggregate amount
              of outstanding Advances, the representations and warranties
              contained in Sections 5.5 and 5.7 are true and correct in all
              material respects as of such Borrowing Date;

       (iii)  The other representations and warranties contained in the Loan
              Documents are true and correct in all material respects as of
              such Borrowing Date (except such representations and warranties
              which expressly relate solely to, and were true and correct in
              all material respects as of, an earlier date); and

       (iv)   All legal and regulatory matters incident to the making of such
              Advance shall be satisfactory to the Lenders and their counsel.

Each Borrowing Notice with respect to each such Advance shall constitute a
representation and warranty by the Company that the applicable conditions
contained in Sections 4.1 and 4.2 have been satisfied. Any Lender may require a
duly completed compliance certificate in substantially the form of Exhibit G as
a condition to making an Advance.

                   ARTICLE V:  REPRESENTATIONS AND WARRANTIES


       The Company represents and warrants as follows to each Lender and the
Agent as of the date hereof and thereafter on each date as required by Section
4.2:

       5.1.  Existence and Standing. Each of the Company and its Subsidiaries
is a corporation, partnership (in the case of Subsidiaries only) or limited
liability company duly and properly incorporated or organized, as the case may
be, validly existing and (to the extent such concept applies to such entity) in
good standing under the laws of its jurisdiction of incorporation or
organization and has all requisite authority to conduct its business in each
jurisdiction in which its business is conducted


                                       26
<PAGE>   33

except to the extent that the failure to have such authority could not
reasonably be expected to result in a Material Adverse Effect.

       5.2.  Authorization and Validity. The Company has the power and
authority and legal right to execute and deliver the Loan Documents and to
perform its obligations thereunder. The execution and delivery by the Company
of the Loan Documents and the performance of its obligations thereunder have
been duly authorized by proper corporate proceedings, and the Loan Documents
constitute legal, valid and binding obligations of the Company enforceable
against it in accordance with their respective terms, except as enforceability
may be limited by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles.

       5.3.  No Conflict; Government Consent. Neither the execution and
delivery by the Company of the Loan Documents, nor the consummation of the
transactions therein contemplated, nor compliance with the provisions thereof
will violate (i) any law, rule, regulation, order, writ, judgment, injunction,
decree or award binding on the Company or any of its Subsidiaries or (ii) the
Company's articles or certificate of incorporation or organization, by-laws, or
operating or other management agreement, as the case may be, or (iii) the
provisions of any indenture, instrument or agreement to which the Company or
any of its Subsidiaries is a party or is subject, or by which any of them, or
any of their property, is bound, or conflict with or constitute a default
thereunder, or result in or require the creation or imposition of any Lien in,
of or on the property of the Company or any of its Subsidiaries pursuant to the
terms of any such indenture, instrument or agreement, in any such case which
violation, conflict, default, creation or imposition could reasonably be
expected to have a Material Adverse Effect. No order, consent, adjudication,
approval, license, authorization, or validation of, or filing, recording or
registration with, or exemption by, any governmental or public body or
authority, or any subdivision thereof, which has not been obtained by the
Company or any of its Subsidiaries, is required to authorize, or is required in
connection with the execution, delivery and performance of, or the legality,
validity, binding effect or enforceability of, any of the Loan Documents.

       5.4.  Financial Statements. The December 31, 1997 and June 30, 1998
financial statements of the Company and its Consolidated Subsidiaries
heretofore delivered to the Lenders were prepared in accordance with U.S. GAAP
in effect on the date such statements were prepared and fairly present the
financial condition of the Company and its Consolidated Subsidiaries at such
date and the results of their operations for the periods then ended.

       5.5.  Material Adverse Change. Since June 30, 1998 there has been no
change in the business, property, prospects, condition (financial or otherwise)
or results of operations of the Company and its Subsidiaries which could
reasonably be expected to have a Material Adverse Effect.

       5.6.  Taxes. The Company and its Subsidiaries have filed all United
States federal tax returns (or extensions therefor) and all other material tax
returns (or extensions therefor) which are required to be filed by any
Governmental Authority and have paid all taxes due pursuant to said


                                       27
<PAGE>   34

returns or pursuant to any assessment received by the Company or any of its
Subsidiaries, except such taxes, if any, as are being contested in good faith
and as to which adequate reserves have been provided in accordance with U.S.
GAAP and as to which no Lien exists.  The United States income tax returns of
the Company and its Subsidiaries have been audited by the Internal Revenue
Service through the fiscal year ended December 31, 1982.  No tax liens have
been filed and no claims are being asserted with respect to any such taxes. The
charges, accruals and reserves on the books of the Company and its Subsidiaries
in respect of any taxes or other governmental charges are adequate.

       5.7.  Litigation and Contingent Obligations. Except as disclosed in the
SEC Filings, there is no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or, to the knowledge of any of their officers,
threatened against or affecting the Company or any of its Subsidiaries which
could reasonably be expected to have a Material Adverse Effect or which seeks
to prevent, enjoin or delay the making or repayment of any Loans. Other than
any liability incident to any litigation, arbitration or proceeding which could
not reasonably be expected to have a Material Adverse Effect, the Company and
its Subsidiaries have no material contingent obligations not provided for or
disclosed in the financial statements referred to in Section 5.4 or in the SEC
Filings.

       5.8.  Subsidiaries. Schedule 5.8 contains an accurate list of all
Significant Subsidiaries of the Company as of the date of this Agreement,
setting forth their respective jurisdictions of organization and the percentage
of their respective Capital Stock or other ownership interests owned by the
Company or other Subsidiaries.  All of the issued and outstanding shares of
Capital Stock or other ownership interests of such Significant Subsidiaries
have been (to the extent such concepts are relevant with respect to such
ownership interests) duly authorized and issued and are fully paid and
non-assessable.

       5.9.  ERISA.  (a)  the Company and each of its ERISA Affiliates has
fulfilled its obligations under the minimum funding standards of ERISA and the
Internal Revenue Code with respect to each Plan and is in compliance in all
material respects with the presently applicable provisions of ERISA and the
Internal Revenue Code with respect to each Plan. Neither the Company nor any
ERISA Affiliate has (i) sought a waiver of the minimum funding standard under
Section 412 of the Internal Revenue Code in respect of any Plan, (ii) failed to
make any contribution or payment to any Plan or Multiemployer Plan or in
respect of any Benefit Arrangement, or made any amendment to any Plan or
Benefit Arrangement, which has resulted or could result in the imposition of a
Lien or the posting of a bond or other security under ERISA or the Internal
Revenue Code or (iii) incurred any liability under Title IV of ERISA other than
a liability to the PBGC for premiums under Section 4007 of ERISA.

       (b) Each Foreign Employee Benefit Plan is in compliance in all respects
with all laws, regulations and rules applicable thereto and the respective
requirements of the governing documents for such Plan, except for any
non-compliance the consequences of which, in the aggregate, would not result in
a material obligation to pay money. The aggregate of the accumulated benefit
obligations under all Foreign Pension Plans does not exceed the current fair
market value of the assets held in the trusts or similar funding vehicles for
such Plans or reasonable reserves have been established in


                                       28
<PAGE>   35

accordance with prudent business practices or as required by U.S. GAAP with
respect to any shortfall. With respect to any Foreign Employee Benefit Plan
maintained or contributed to by the Company or any Subsidiary or any member of
its Controlled Group (other than a Foreign Pension Plan), reasonable reserves
have been established in accordance with prudent business practice or where
required by ordinary accounting practices in the jurisdiction in which such
Plan is maintained. There are no actions, suits or claims (other than routine
claims for benefits) pending or, to the knowledge of the Company, threatened
against the Company or any Subsidiary or any ERISA Affiliate with respect to
any Foreign Employee Benefit Plan.

       5.10.  Accuracy of Information. No information, exhibit or report
furnished by the Company or any of its Subsidiaries to the Agent or to any
Lender in connection with the negotiation of, or compliance with, the Loan
Documents contained any material misstatement of fact or omitted to state a
material fact or any fact necessary to make the statements contained therein
not misleading.

       5.11.  Margin Stock Regulations. The Company and its Subsidiaries are in
compliance with Regulations T, U and X. Margin stock (as defined in Regulation
U) constitutes less than 25% of the value of those assets of the Company and
its Subsidiaries which are subject to any limitation on sale, pledge, or other
restriction hereunder.

       5.12.  Material Agreements. Neither the Company nor any Subsidiary is a
party to any agreement or instrument or subject to any charter or other
corporate restriction which could reasonably be expected to have a Material
Adverse Effect.  Neither the Company nor any Subsidiary is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any agreement to which it is a party, which default
could reasonably be expected to have a Material Adverse Effect.

       5.13.  Compliance With Laws. The Company and its Subsidiaries have
complied with all applicable statutes, rules, regulations, orders and
restrictions of any domestic or foreign government or any instrumentality or
agency thereof having jurisdiction over the conduct of their respective
businesses or the ownership of their respective property, except for any
failure to comply with any of the foregoing which could not reasonably be
expected to have a Material Adverse Effect.

       5.14.  Ownership of Properties. Except as set forth on Schedule 5.14, on
the date of this Agreement, the Company and its Subsidiaries have good title,
free of all Liens other than those permitted by Section 6.11, to all of the
property and assets reflected in the Company's most recent consolidated
financial statements provided to the Agent as owned by the Company and its
Subsidiaries.

       5.15.  Intellectual Property. The Company and each of its Subsidiaries
owns or possesses all material patents, trademarks, trade names, service marks,
copyright, licenses and rights with respect to the foregoing necessary for the
future conduct of its business, without any known material conflict with the
rights of others.


                                       29
<PAGE>   36

       5.16. Plan Assets; Prohibited Transactions. Neither the Company nor any
of its Subsidiaries is an entity deemed to hold "plan assets" within the
meaning of 29 C.F.R. Section 2510.3-101 of an employee benefit plan (as defined
in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan
(within the meaning of Section 4975 of the Code), and neither the execution of
this Agreement nor the making of Loans hereunder gives rise to a prohibited
transaction within the meaning of Section 406 of ERISA or Section 4975 of the
Code.

       5.17.  Environmental Matters. In the ordinary course of its business,
the officers of the Company consider the effect of Environmental Laws on the
business of the Company and its Subsidiaries, in the course of which they
identify and evaluate potential risks and liabilities accruing to the Company
and its Subsidiaries due to Environmental Laws.  On the basis of this
consideration, the Company has concluded that Environmental Laws cannot
reasonably be expected to have a Material Adverse Effect.  Except as disclosed
in the SEC Filings, neither the Company nor any Subsidiary has received any
notice to the effect that its operations are not in material compliance with
any of the requirements of applicable Environmental Laws or are the subject of
any foreign or domestic, federal, state or local investigation evaluating
whether any remedial action is needed to respond to a release of any toxic or
hazardous waste or substance into the environment, which non-compliance or
remedial action could reasonably be expected to have a Material Adverse Effect.

       5.18.  Investment Company Act. Neither the Company nor any Subsidiary is
an "investment company" or a company "controlled" by an "investment company" or
an "affiliated person" thereof or an "affiliated person" of such affiliated
person, in each case within the meaning of the Investment Company Act of 1940,
as amended.

       5.19.  Public Utility Holding Company Act. Neither the Company nor any
Subsidiary is a "holding company" or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding
Company Act of 1935, as amended.

       5.20.  Year 2000 Issues. The Company and its Subsidiaries have made a
full and complete assessment of the Year 2000 Issues and have a realistic and
achievable program for remediating the Year 2000 Issues on a timely basis, as
described in the SEC Filings. Based on this assessment and program, the Company
reasonably believes that Year 2000 Issues cannot be expected to have a Material
Adverse Effect.


                             ARTICLE VI:  COVENANTS

       During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:

                                       30
<PAGE>   37

       6.1.  Financial Reporting. The Company will maintain, for itself and
each Consolidated Subsidiary, a system of accounting established and
administered in accordance with generally accepted accounting principles, and
furnish to the Agent, for distribution to the Lenders:

       (i)    Within 100 days after the close of each of its fiscal years, an
              unqualified audit report (with all amounts stated in Dollars)
              certified by Arthur Andersen LLP or any other independent
              certified public accountants of recognized international
              standing, prepared in accordance with U.S. GAAP on a consolidated
              basis for itself and the Consolidated Subsidiaries, including a
              consolidated balance sheet and the related consolidated
              statements of income, cash flows and statements of changes in
              common shareholders' equity, setting forth in each case in
              comparative form the figures for such fiscal year and the
              previous fiscal year (it being understood that the requirement to
              deliver such information may be satisfied by the delivery of the
              Company's annual report on Form 10-K for such fiscal year so long
              as such annual report continues to include such information).

       (ii)   Within 50 days after the close of the first three quarterly
              periods of each of its fiscal years, for itself and the
              Consolidated Subsidiaries, an unaudited consolidated balance
              sheet as at the close of each such period and a consolidated
              income statement and a statement of cash flows for the period
              from the beginning of such fiscal year to the end of such
              quarter, setting forth in the case of such statements of income
              and cash flows in comparative form the figures for the
              corresponding quarter and the corresponding portion of the
              Company's previous fiscal year (it being understood that the
              requirement to deliver such information may be satisfied by the
              delivery of the Company's quarterly report on Form 10-Q for such
              fiscal quarter so long as such quarterly report continues to
              include such information), all certified (subject to normal
              year-end adjustments) as to fairness of presentation, preparation
              in accordance with U.S. GAAP and consistency by a Financial
              Officer of the Company.

       (iii)  Together with the financial statements required hereunder, a
              compliance certificate in substantially the form of Exhibit G
              hereto signed by its Financial Officer showing the calculations
              necessary to determine compliance with this Agreement and stating
              that no Default or Unmatured Default exists, or if any Default or
              Unmatured Default exists, stating the nature and status thereof.

       (iv)   Promptly upon the furnishing thereof to the shareholders of the
              Company, or to the shareholders of any other Person in connection
              with an Acquisition, copies of all financial statements, reports
              and proxy statements so furnished.


       (v)    Promptly upon the filing thereof, copies of all registration
              statements, tender offer documents and annual, quarterly, monthly
              or other regular reports which the Company or any of its
              Subsidiaries files with the Securities and Exchange Commission.

                                       31
<PAGE>   38
       (vi)   On or before October 31 of each fiscal year, a statement of the
              Unfunded Liabilities of each Single Employer Plan, certified as
              correct by an actuary enrolled under ERISA, for the prior fiscal
              year.

       (vii)  As soon as possible and in any event within 30 days after the
              Company knows that any Reportable Event has occurred with respect
              to any Plan, a statement, signed by a Financial Officer of the
              Company, describing said Reportable Event and the action which
              the Company proposes to take with respect thereto.

       (viii) As soon as possible and in any event within 30 days after receipt
              by the Company, a copy of (a) any notice or claim to the effect
              that the Company or any of its Subsidiaries is or may be liable
              to any Person as a result of the release by the Company, any of
              its Subsidiaries, or any other Person of any toxic or hazardous
              waste or substance into the environment, and (b) any notice
              alleging any violation of any federal, state or local
              environmental, health or safety law or regulation by the Company
              or any of its Subsidiaries, which, in either case, could
              reasonably be expected to have a Material Adverse Effect.

       (ix)   Such other information (including non-financial information) as
              the Agent or any Lender may from time to time reasonably request.

       6.2.  Use of Proceeds. The Company will, and will cause each Subsidiary
to, use the proceeds of the Advances to provide funds for working capital
purposes (including to repay outstanding Advances) and other general corporate
purposes.  None of the proceeds of the Advances shall be used in any manner
which would violate or cause any Lender to be in violation of Regulations T, U
or X of the Board of Governors of the Federal Reserve System.  None of the
proceeds of the Advances shall be used in connection with any Acquisition
unless (i) such Acquisition is consummated on a non-hostile basis pursuant to a
negotiated acquisition agreement approved by the board of directors or other
applicable governing body of the applicable seller or entity to be acquired
prior to the commencement thereof, and (ii) such Acquisition is in
substantially the same fields of enterprise as the business of the Company and
its Subsidiaries is presently conducted or reasonably related thereto.

       6.3.  Notice of Default. The Company will, and will cause each
Subsidiary to, give prompt notice (and in any event within five (5) Business
Days of occurrence) in writing to the Agent of the occurrence of any Default or
Unmatured Default and of any other development, financial or otherwise
(including, without limitation, developments with respect to Year 2000 Issues),
which could reasonably be expected to have a Material Adverse Effect.

       6.4.  Corporate Existence; Conduct of Business. The Company will, and
will cause each Subsidiary to, do all things reasonably necessary to remain
duly organized, validly existing and in good standing in its jurisdiction of
organization and maintain all requisite authority to conduct its business in
each jurisdiction in which its business is conducted, except as otherwise
permitted by


                                       32
<PAGE>   39

Section 6.10(b) and except to the extent that the failure to maintain such
authority could not reasonably be expected to result in a Material Adverse
Effect. The Company will, and will cause each Subsidiary to, carry on and
conduct its business in substantially the same manner and in substantially the
same fields of enterprise as it is presently conducted or lines of business
reasonably related thereto.

       6.5.  Taxes. The Company will, and will cause each Subsidiary to, timely
file complete and correct United States federal, state and local and applicable
foreign tax returns (or extensions therefor) required by laws and to pay when
due all material taxes, assessments and governmental charges and levies upon it
or its income, profits or property, except those which are being contested in
good faith by appropriate proceedings, with respect to which adequate reserves
have been set aside in accordance with U.S. GAAP and as to which no Lien
exists.

       6.6.  Insurance. The Company will, and will cause each Subsidiary to,
maintain (either in the name of the Company or in such Subsidiary's own name)
with financially sound and responsible insurance companies or through a program
of self-insurance, insurance on all their respective properties in at least
such amounts and against at least such risks (and with such risk retention) as
are usually insured against in the same general area by companies of
established repute engaged in the same or a similar business; and will furnish
to any Lender, upon request from such Lender, information presented in
reasonable detail as to the insurance so carried.

       6.7.  Compliance with Laws. The Company will, and will cause each
Subsidiary to, comply with all laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject,
including, without limitation, laws relating to pension funds and Environmental
Laws, which, if violated, could reasonably be expected to have a Material
Adverse Effect.

       6.8.  Inspection. The Company will, and will cause each Subsidiary to,
permit the Agent and the Lenders, by their respective representatives and
agents, to inspect any of the properties, corporate books and financial records
of the Company and each Subsidiary, to examine and make copies of the books of
accounts and other financial records of the Company and each Subsidiary, and to
discuss the affairs, finances and accounts of the Company and each Subsidiary
with, and to be advised as to the same by, their respective officers at such
reasonable times and intervals as the Lenders may designate.

       6.9.  Maintenance of Properties. The Company will, and will cause each
Subsidiary to, do all things reasonably necessary to maintain, preserve,
protect and keep its property in good repair, working order and condition, and
make all necessary and proper repairs, renewals and replacements so that its
business carried on in connection therewith may be properly conducted at all
times in accordance with past practices.

       6.10. Consolidations, Mergers and Sale of Assets. (a) The Company will
not consolidate or merge with or into any other Person or sell, lease or
otherwise transfer all or any Substantial Portion of its assets to any other
Person; provided that the Company may merge with another Person

                                       33
<PAGE>   40


if (A) the Company is the corporation surviving such merger and (B) immediately
after giving effect to such merger, no Default shall have occurred and be
continuing.

       (b) The Company will not permit any Significant Subsidiary to
consolidate or merge with or into any Person, or to sell, lease or otherwise
transfer all or any Substantial Portion of its assets to any Person unless the
surviving corporation or transferee, as the case may be, is the Company or a
Wholly-Owned Subsidiary.

       6.11.  Liens. The Company will not, nor will it permit any Subsidiary
to, create, incur, or suffer to exist any Lien in, of or on the property of the
Company or any Subsidiary, except:

       (i)    Liens for taxes, assessments or governmental charges or levies on
              its property if the same shall not at the time be delinquent or
              thereafter can be paid without penalty, or are being contested in
              good faith and by appropriate proceedings and for which adequate
              reserves in accordance with U.S. GAAP shall have been set aside
              on its books.

       (ii)   Liens imposed by law, such as carriers', warehousemen's and
              mechanics' liens and other similar liens arising in the ordinary
              course of business which secure payment of obligations not more
              than 60 days past due or which are being contested in good faith
              by appropriate proceedings and for which adequate reserves in
              accordance with U.S. GAAP shall have been set aside on its books.

       (iii)  Liens arising out of pledges or deposits under worker's
              compensation laws, unemployment insurance, old age pensions, or
              other social security or retirement benefits, or similar
              legislation.

       (iv)   Utility easements, building restrictions and such other
              encumbrances or charges against real property as are of a nature
              generally existing with respect to properties of a similar
              character and which do not in any material way affect the
              marketability of the same or interfere with the use thereof in
              the business of the Company or its Subsidiaries.

       (v)    Liens existing on the date hereof and described in Schedule 5.14
              and securing Debt outstanding on the date of this Agreement in an
              aggregate principal or face amount not exceeding $6,862,000.

       (vi)   Liens existing on any asset of any corporation at the time such
              corporation becomes a Subsidiary of the Company and not created
              in contemplation of such event.

       (vii)  Liens on any asset securing Debt incurred or assumed for the
              purpose of financing all or any part of the cost of acquiring
              such asset, provided that such Lien attaches to such asset
              concurrently with or within 90 days after the acquisition
              thereof.

                                       34
<PAGE>   41
       (viii) Liens on any asset of any corporation existing at the time such
              corporation is merged or consolidated with or into the Company or
              a Subsidiary of the Company and not created in contemplation of
              such event.

       (ix)   Liens existing on any asset prior to the acquisition thereof by
              the Company or a Subsidiary of the Company and not created in
              contemplation of such acquisition.

       (x)    Liens arising out of the refinancing, extension, renewal or
              refunding of any Debt secured by any Lien permitted by any of the
              foregoing clauses of this Section, provided that such Debt is not
              increased and is not secured by any additional assets.

       (xi)   Liens on cash and cash equivalents securing Hedging Obligations,
              provided that the aggregate amount of cash and cash equivalents
              subject to such Liens may at no time exceed $5,000,000.

       (xii)  Liens not otherwise permitted by the foregoing clauses of this
              Section securing Debt in an aggregate principal or face amount at
              any date not to exceed $25,000,000.

       6.12  Subsidiary Debt. Other than pursuant to this Agreement, the
Company will not permit any of its Subsidiaries to incur or at any time be
liable with respect to any Debt, or to issue or have outstanding any preferred
stock, except: (i) Debt or preferred stock outstanding on the date hereof; (ii)
Debt or preferred stock of a Subsidiary issued to and held by the Company or a
Wholly-Owned Subsidiary; (iii) Debt or preferred stock of any corporation
existing at the time such corporation becomes a Subsidiary of the Company and
not created in contemplation of such event; (iv) refinancing, extension,
renewal or refunding of any Debt or preferred stock permitted by the foregoing
clauses (i) through (iii); and (v) Debt or preferred stock in addition to that
set forth in clauses (i) through (iv), if, after giving effect thereto, the
aggregate outstanding principal amount of Debt of all Subsidiaries pursuant to
this clause (v) does not exceed $250,000,000 at any time.

       6.13  Hedging Obligations. The Company shall not and shall not permit
any of its Subsidiaries to enter into any interest rate, commodity or foreign
currency exchange, swap, collar, cap, leveraged derivative or similar
agreements other than interest rate, foreign currency or commodity exchange,
swap, collar, cap or similar agreements pursuant to which the Company or any
Subsidiary has hedged its reasonably estimated interest rate, foreign currency
or commodity exposure.

       6.14  Leverage Ratio. At any and all times, the Company shall not permit
the ratio of Consolidated Total Debt to Total Capitalization to exceed fifty
percent (50%).

       6.15  Interest Coverage Ratio. The Company shall not, as of the last day
of each fiscal quarter, permit the ratio of Consolidated EBITDA for the
12-month period ending on such date to Consolidated Interest Expense for such
period to be less than 3.00 to 1.00.

                                       35
<PAGE>   42
       6.16.  Affiliates. The Company will not, and will not permit any
Subsidiary to, enter into any transaction (including, without limitation, the
purchase or sale of any property or service) with, or make any payment or
transfer to, any Affiliate except in the ordinary course of business and
pursuant to the reasonable requirements of the Company's or such Subsidiary's
business and upon fair and reasonable terms not materially less favorable to
the Company or such Subsidiary than the Company or such Subsidiary would obtain
in a comparable arms-length transaction.

       6.17  Year 2000 Issues. The Company shall, and shall cause each of its
Subsidiaries to, take all actions reasonably necessary to assure that the Year
2000 Issues will not have a Material Adverse Effect.  The Company shall
promptly notify the Agent in writing if any Year 2000 Issues will have or could
reasonably be expected to have a Material Adverse Effect.


                             ARTICLE VII:  DEFAULTS

       The occurrence and continuance of any one or more of the following
events shall constitute a Default:

       7.1.  Any representation or warranty made or deemed made under Article
V by the Company or any Subsidiary to the Lenders or the Agent under or in
connection with this Agreement or any certificate or other document delivered
in connection with this Agreement or any other Loan Document shall be
materially false on the date as of which made or deemed made.

       7.2.  Nonpayment of principal of any Loans when due, or nonpayment of
interest upon any Loan or of any facility fee, utilization fee or other
obligations under any of the Loan Documents within three (3) Business Days
after the same becomes due.

       7.3.  The breach by the Company of any of the terms or provisions of
Sections 6.2, 6.10, 6.11, 6.12, 6.14 or 6.15.

       7.4.  The breach by the Company (other than a breach which constitutes a
Default under Section 7.1, 7.2 or 7.3) of any of the terms or provisions of
this Agreement which is not remedied within thirty (30) days after written
notice from the Agent or any Lender.

       7.5.  Failure of the Company or any of its Subsidiaries to pay any
Material Debt when due; or the default by the Company or any of its
Subsidiaries in the performance of any term, provision or condition contained
in any agreement under which any Material Debt was created or is governed, or
any other event shall occur or condition exist, the effect of which is to
cause, or to permit the holder or holders of such Material Debt to cause such
Material Debt to become due prior to its stated maturity; or Material Debt of
the Company or any of its Subsidiaries shall be declared to be due and payable
or required to be prepaid (other than by a regularly scheduled payment or as a
result of the sale of an asset securing such Material Debt) prior to the stated
maturity thereof; or there shall occur under any Derivative Contract an Early
Termination Date (as defined in such Derivative Contract


                                       36
<PAGE>   43

resulting from (1) any event of default under such Derivative Contract as to
which the Company or any Subsidiary is the Defaulting Party (as defined in such
Derivative Contract) or (2) any Termination Event (as defined in such
Derivative Contract) as to which the Company or any Subsidiary is an Affected
Party (as defined in such Derivative Contract), and, in either event, the
Derivative Termination Value owed by the Company or such Subsidiary as a result
thereof is greater than $10,000,000.

       7.6.  The Company or any Significant Subsidiary shall (i) commence a
voluntary case under any bankruptcy, insolvency or other similar law as now or
hereafter in effect, (ii) make an assignment for the benefit of creditors,
(iii) fail to pay, or admit in writing its inability to pay, its debts
generally as they become due, (iv) apply for, seek, consent to, or acquiesce
in, the appointment of a receiver, custodian, trustee, examiner, liquidator or
similar official for it or any Substantial Portion of its property, (v)
institute any proceeding seeking an order for relief under any bankruptcy,
insolvency or other similar law as now or hereafter in effect or seeking to
adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up,
liquidation, reorganization, arrangement, adjustment or composition of it or
its debts under any law relating to bankruptcy, insolvency or reorganization or
relief of debtors or fail to file an answer or other pleading denying the
material allegations of any such proceeding filed against it, (vi) take any
corporate action to authorize or effect any of the foregoing actions set forth
in this Section 7.6 or (vii) fail to contest in good faith any appointment or
proceeding described in Section 7.7.

       7.7.  Without the application, approval or consent of the Company or any
Significant Subsidiary, a receiver, trustee, examiner, liquidator or similar
official shall be appointed for the Company or any Significant Subsidiary or
any Substantial Portion of the property of any such Person, or a proceeding
described in Section 7.6(iv) shall be instituted against the Company or any
Significant Subsidiary and such appointment continues undischarged or such
proceeding continues undismissed or unstayed for a period of 60 consecutive
days.

       7.8.  Any court, government or governmental agency shall condemn, seize
or otherwise appropriate, or take custody or control of (each a
"CONDEMNATION"), all or any portion of the property of the Company or any
Subsidiary which, when taken together with all other property of the Company
and the Subsidiaries so condemned, seized, appropriated, or taken custody or
control of, during the twelve-month period ending with the month in which any
such Condemnation occurs, constitutes a Substantial Portion.

       7.9.  The Company or any of its Subsidiaries shall fail within 30 days
to pay, bond or otherwise discharge any judgment or order for the payment of
money in excess of $10,000,000, which is not stayed on appeal or otherwise
being appropriately contested in good faith.

       7.10.  The Plan Asset Ratio shall be less than 91.0% for a period of 60
consecutive days, or any Reportable Event shall occur in connection with any
Plan which could reasonably be expected to have a Material Adverse Effect.


                                       37
<PAGE>   44

       7.11.  The Company or any of its Subsidiaries shall be the subject of
any proceeding or proceedings pertaining to the spill, release or disposal by
the Company or any of its Subsidiaries, or any other Person of any toxic,
dangerous or hazardous waste or substance into the environment, or to any
violation of any federal, state, regional, departmental or local environmental,
health or safety law or regulation, which could reasonably be expected to
result in total liability to the Company or any of its Subsidiaries, in the
aggregate, in excess of an amount equal to the value of a Substantial Portion
of the property of the Company and its Subsidiaries.

       7.12.  Any Change in Control shall occur.

       7.13.  Any Termination Event occurs which could reasonably be expected
to subject either the Company or any ERISA Affiliate to liability individually
or in the aggregate in excess of $10,000,000 and, in the case of a Termination
Event described in clause (i) or (ii) of the definition of "Termination Event"
only, such event shall not have been cured within 60 days after such
occurrence.

       7.14.  The plan administrator of any Plan applies under Section 412(d)
of the Code for a waiver of the minimum funding standards of Section 412(a) of
the Code.

         ARTICLE VIII:  ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

       8.1.  Acceleration. If any Default described in Section 7.6 or 7.7
occurs with respect to the Company or any of its Subsidiaries, the obligations
of the Lenders to make Loans hereunder shall automatically terminate and the
Obligations shall immediately become due and payable without presentment,
demand, protest or notice of any kind (all of which the Company hereby
expressly waives) or any other election or action on the part of the Agent or
any Lender.  If any other Default occurs and is continuing, the Required
Lenders may terminate or suspend the obligations of the Lenders to make Loans
hereunder, or declare the Obligations to be due and payable, or both, in either
case upon written notice to the Company, whereupon the Obligations shall become
immediately due and payable, without presentment, demand, protest or further
notice of any kind, all of which the Company hereby expressly waives.

       8.2.  Amendments. Subject to the provisions of this Article VIII, the
Required Lenders (or the Agent with the consent in writing of the Required
Lenders, or the Agent and each Lender or other financial institution increasing
its Commitment or extending a new Commitment in accordance with Section
2.19(c)) and the Company may enter into agreements supplemental hereto for the
purpose of adding or modifying any provisions to the Loan Documents or changing
in any manner the rights of the Lenders or the Company hereunder or waiving any
Default hereunder; provided, however, that no such supplemental agreement
shall, without the consent of each Lender affected thereby:

             (i) Postpone or extend the Termination Date (except with respect
       to any modifications of the provisions relating to prepayments of Loans
       and other Obligations).


                                       38
<PAGE>   45
             (ii) Reduce the principal amount of any Loans, or reduce the rate
       or extend the time of payment of interest or fees thereon.

             (iii) Reduce the percentage specified in the definition of
       Required Lenders or any other percentage of Lenders specified to be the
       applicable percentage in this Agreement to act on specified matters or
       amend the definitions of "Required Lenders" or "Percentage".

             (iv) Increase the amount of the Commitment of any Lender hereunder
       or increase any Lender's Percentage.

             (v) Permit the Company to assign its rights under this Agreement.

             (vi) Amend or modify Section 8.1 or this Section 8.2.

No amendment of any provision of this Agreement relating in any way to the
Agent shall be effective without the written consent of the Agent. The Agent
may waive payment of the fees required under Section 2.4.3 or Section 12.3.2
without obtaining the consent of any of the Lenders.

       8.3.  Preservation of Rights. No delay or omission of the Lenders or the
Agent to exercise any right under the Loan Documents shall impair such right or
be construed to be a waiver of any Default or an acquiescence therein, and the
making of a Loan notwithstanding the existence of a Default or the inability of
the Company to satisfy the conditions precedent to such Loan or such issuance
shall not constitute any waiver or acquiescence. Any single or partial exercise
of any such right shall not preclude other or further exercise thereof or the
exercise of any other right, and no waiver, amendment or other variation of the
terms, conditions or provisions of the Loan Documents whatsoever shall be valid
unless in writing signed by the Lenders required pursuant to Section 8.2, and
then only to the extent in such writing specifically set forth. All remedies
contained in the Loan Documents or by law afforded shall be cumulative and all
shall be available to the Agent and the Lenders until the Obligations have been
paid in full.


                        ARTICLE IX:  GENERAL PROVISIONS

       9.1.  Governmental Regulation. Anything contained in this Agreement to
the contrary notwithstanding, no Lender shall be obligated to extend credit to
the Company in violation of any limitation or prohibition provided by any
applicable statute or regulation.

       9.2.  Taxes. Any recording or documentary taxes or other similar
assessments or charges payable or ruled payable by any governmental authority
in respect of the Loan Documents shall be paid by the Company.

       9.3.  Headings. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any
of the provisions of the Loan Documents.

                                       39
<PAGE>   46

       9.4.  Entire Agreement. The Loan Documents embody the entire agreement
and understanding among the Company, the Agent and the Lenders and supersede
all prior agreements and understandings among the Company, the Agent and the
Lenders relating to the subject matter thereof except as contemplated in
Section 2.4.3.

       9.5.  Several Obligations. The respective obligations of the Lenders
hereunder are several and not joint and no Lender shall be the partner or agent
of any other (except to the extent to which the Agent is authorized to act as
Agent hereunder).  The failure of any Lender to perform any of its obligations
hereunder shall not relieve any other Lender from any of its obligations
hereunder. No Lender shall have any liability for the failure of any other
Lender to perform its obligations hereunder.  This Agreement shall not be
construed so as to confer any right or benefit upon any Person other than the
parties to this Agreement and their respective successors and assigns,
provided, however, that the parties hereto expressly agree that the Arranger
shall enjoy the benefits of the provisions of Sections 9.6, 9.9 and 10.11 to
the extent specifically set forth therein and shall have the right to enforce
such provisions on its own behalf and in its own name to the same extent as if
it were a party to this Agreement.

       9.6.  Expenses; Indemnification. The Company shall reimburse (i) the
Agent and the Arranger for any reasonable costs, internal charges and
out-of-pocket expenses (including reasonable attorneys' fees and, in connection
with the preparation, execution and delivery of the Loan Documents, time
charges of attorneys for the Agent and/or the Arranger, which attorneys may be
employees of the Agent and/or the Arranger) including title insurance premiums,
lien search charges, recording taxes, filing charges and other similar expenses
paid or incurred by the Agent or the Arranger in connection with the
preparation, review, execution, delivery, amendment, modification and
administration of the Loan Documents, and (ii) the Agent, the Arranger and the
Lenders for any costs, internal charges and out-of-pocket expenses (including
attorneys' fees and time charges of attorneys for the Agent, the Arranger or
the Lenders) paid or incurred by the Agent, the Arranger or any Lender in
connection with the collection and enforcement of the Loan Documents (except to
the extent that a court of competent jurisdiction rules against the Agent, the
Arranger or the Lenders in a final non-appealable judgment in any such
collection or enforcement action), any refinancing or restructuring of the
credit arrangements provided under this Agreement in the nature of a "work-out"
or any insolvency or bankruptcy proceedings in respect of the Company or any
Subsidiary.  The Company further agrees to indemnify the Agent, the Arranger,
each Lender and their respective directors, officers and employees (the
"INDEMNITEES") against all losses, claims, damages, penalties, judgments,
liabilities and expenses (including, without limitation, all reasonable
expenses of litigation or preparation therefor whether or not the Agent, the
Arranger or any Lender is a party thereto) (collectively, the "INDEMNIFIED
AMOUNTS") which any of them may pay or incur arising out of or relating to this
Agreement, the Notes or any transaction contemplated herein; provided, however,
that the Company shall not be liable to any Indemnitee for any Indemnified
Amounts to the extent that a court of competent jurisdiction has determined in
a final non-appealable judgment that the foregoing resulted from such
Indemnitee's Gross Negligence or willful misconduct.  The Company further
agrees (a) to assert no claims for special, indirect, consequential or punitive
damages on any theory of liability in connection in any way with the Loan
Documents or the transactions evidenced thereby


                                       40
<PAGE>   47

and (b) not to settle any claim, litigation or proceeding relating to the Loan
Documents or the transactions evidenced thereby unless such settlement releases
all Indemnitees from any and all liability in respect of such transaction or
unless each Indemnitee approves such settlement.  The obligations of the
Company under this Section 9.6 shall survive the termination of this Agreement.

       9.7.  Numbers of Documents. All statements, notices, closing documents,
and requests hereunder shall be furnished to the Agent with sufficient
counterparts so that the Agent may furnish one to each of the Lenders.

       9.8.  Severability of Provisions. Any provision in any Loan Document
that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

       9.9.  Nonliability of Lenders. The relationship between the Company and
the Lenders and the Agent shall be solely that of borrower and lender. Neither
the Agent, the Arranger nor any Lender shall have any fiduciary
responsibilities to the Company. Neither the Agent, the Arranger nor any Lender
undertakes any responsibility to the Company to review or inform the Company of
any matter in connection with any phase of the Company's business or
operations.

       9.10.  Confidentiality. Each Lender agrees to hold any confidential
information which it may receive from the Company or any Subsidiary pursuant to
this Agreement in confidence, except for disclosure (i) to other Lenders and
their respective affiliates, (ii) to legal counsel, accountants, and other
professional advisors to that Lender who agree to hold such information
confidential in accordance with the terms hereof, (iii) to regulatory
officials, (iv) as requested pursuant to or as required by law, regulation, or
legal process, (v) in connection with any legal proceeding to which that Lender
is a party, and (vi) permitted by Section 12.4.  The restrictions in this
Section 9.10 shall not apply to any information which is or becomes generally
available to the public other than as a result of disclosure by a Lender or a
Lender's representatives.

       9.11.  Nonreliance. Each of the Lenders represents to the Agent and each
of the other Banks that it in good faith is not relying upon any "margin stock"
(as defined in Regulation U) as collateral in the extension or maintenance of
the credit provided for in this Agreement.

                             ARTICLE X:  THE AGENT

       10.1.  Appointment. First National Bank of Chicago is hereby appointed
Agent hereunder and under each other Loan Document, and each of the Lenders
irrevocably authorizes the Agent to act as the contractual representative of
such Lender.  The Agent agrees to act as such upon the express conditions
contained in this Article X.  The Agent shall not have a fiduciary relationship
in respect of the Company or any Lender by reason of this Agreement or the Loan
Documents.  Notwithstanding the use of the defined term "Agent," it is
expressly understood and agreed that the


                                       41
<PAGE>   48

Agent shall not have any fiduciary responsibilities to any Lender by reason of
this Agreement and that the Agent is merely acting as the representative of the
Lenders  with only those duties as are expressly set forth in this Agreement
and the other Loan Documents.  In its capacity as the Lenders' contractual
representative, the Agent (i) does not assume any fiduciary duties to any of
the Lenders, (ii) is a "representative" of the Lenders within the meaning of
Section 9-105 of the Uniform Commercial Code and (iii) is acting as an
independent contractor, the rights and duties of which are limited to those
expressly set forth in this Agreement and the other Loan Documents.  Each of
the Lenders agrees to assert no claim against the Agent on any agency theory or
any other theory of liability for breach of fiduciary duty, all of which claims
each Lender waives.

       10.2.  Powers. The Agent shall have and may exercise such powers under
the Loan Documents as are specifically delegated to the Agent by the terms of
each thereof, together with such powers as are reasonably incidental thereto.
The Agent shall have no implied duties to the Lenders or any obligation to the
Lenders to take any action thereunder except any action specifically provided
by the Loan Documents to be taken by the Agent.

       10.3.  General Immunity. Neither the Agent nor any of its directors,
officers, agents or employees shall be liable to the Company or any Lender for
any action taken or omitted to be taken by it or them under or in connection
with this Agreement or any other Loan Document except to the extent such action
or inaction is found in a final non-appealable judgment by a court of competent
jurisdiction to have arisen from the Gross Negligence or willful misconduct of
such Person or an Affiliate thereof.

       10.4.  No Responsibility for Loans, Collateral, Recitals, etc. Neither
the Agent nor any of its directors, officers, agents or employees shall be
responsible for or have any duty to ascertain, inquire into, or verify (i) any
statement, warranty or representation made in connection with any Loan Document
or any borrowing hereunder, including statements made in any offering
memorandum or "Bank Book"; (ii) the performance or observance of any of the
covenants or agreements of any obligor under any Loan Document, including,
without limitation, any agreement by an obligor to furnish information directly
to each Lender; (iii) the satisfaction of any condition specified in Article
IV, except receipt of items required to be delivered solely to the Agent; (iv)
the existence or possible existence of any Default or Unmatured Default; or (v)
the validity, effectiveness or genuineness of any Loan Document or any other
instrument or writing furnished in connection therewith, except for the
authority of the Agent's signatory to this Agreement. The Agent shall not be
responsible to any Lender for any recitals, statements, representations or
warranties herein or in any of the other Loan Documents, for the perfection or
priority of any of the Liens on any collateral, if any, or for the execution,
effectiveness, genuineness, validity, enforceability, collectibility or
sufficiency of this Agreement or any of the other Loan Documents or the
transactions contemplated thereby, or for the financial condition of any
guarantor of any or all of the Obligations, the Company or any of its
Subsidiaries.

       10.5.  Action on Instructions of Lenders. The Agent shall in all cases
be fully protected in acting, or in refraining from acting, hereunder and under
any other Loan Document in accordance


                                       42
<PAGE>   49

with written instructions signed by the Required Lenders or all the Lenders, as
applicable, and such instructions and any action taken or failure to act
pursuant thereto shall be binding on all of the Lenders and on all holders of
Notes.  The Lenders hereby acknowledge that the Agent shall be under no duty to
take any discretionary action permitted to be taken by it pursuant to the
provisions of this Agreement or any other Loan Document unless it shall be
requested in writing to do so by the Required Lenders.  The Agent shall be
fully justified in failing or refusing to take any action hereunder and under
any other Loan Document unless it shall first be indemnified to its
satisfaction by the Lenders pro rata against any and all liability, cost and
expense that it may incur by reason of taking or continuing to take any such
action, provided that, such indemnity need not include liability, costs and
expenses which a court of competent jurisdiction has determined in a final
non-appealable judgment arose from the Gross Negligence or willful misconduct
of the Agent.

       10.6.  Employment of Agents and Counsel. The Agent may execute any of
its duties as Agent hereunder and under any other Loan Document by or through
employees, agents, and attorneys-in-fact and shall not be answerable to the
Lenders except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. The Agent shall be entitled to advice of
counsel concerning all matters pertaining to the agency hereby created and its
duties hereunder and under any other Loan Document.

       10.7.  Reliance on Documents; Counsel. The Agent shall be entitled to
rely upon any Note, notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document believed by it to be genuine and correct and to
have been signed or sent by the proper person or persons, and, in respect to
legal matters, upon the opinion of counsel selected by the Agent, which counsel
may be employees of the Agent.

       10.8.  Agent's Reimbursement and Indemnification. The Lenders agree to
reimburse and indemnify the Agent ratably in proportion to their respective
Percentages (i) for any amounts not reimbursed by the Company for which the
Agent is entitled to reimbursement by the Company under the Loan Documents,
(ii) for any other expenses not reimbursed by the Company incurred by the Agent
on behalf of the Lenders in connection with the preparation, execution,
delivery, administration and enforcement of the Loan Documents (including ,
without limitation, for any expenses incurred by the Agent in connection with
any dispute between the Agent and any Lender or between two or more of the
Lenders) and (iii) for any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind and nature whatsoever and not reimbursed by the Company which may be
imposed on, incurred by or asserted against the Agent in any way relating to or
arising out of the Loan Documents or any other document delivered in connection
therewith or the transactions contemplated thereby, or the enforcement of any
of the terms thereof or of any such other documents, provided that (i) no
Lender shall be liable for any of the foregoing to the extent any of the
foregoing is found in a final non-appealable judgment by a court of competent
jurisdiction to have arisen from the Gross Negligence or willful misconduct of
the Agent and (ii) any indemnification required pursuant to Section 3.1(vii)
shall, notwithstanding the provisions of this Section 10.8, be paid by the
relevant Lender in accordance with the provisions thereof. The


                                       43
<PAGE>   50

obligations of the Lenders under this Section 10.8 shall survive payment of the
Obligations and termination of this Agreement.

       10.9.  Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Unmatured Default
hereunder unless the Agent has received written notice from a Lender or the
Company referring to this Agreement describing such Default or Unmatured
Default and stating that such notice is a "notice of default."  In the event
that the Agent receives such a notice, the Agent shall give prompt notice
thereof to the Lenders.

       10.10.  Rights as a Lender. With respect to its Commitment, Loans made
by it and the Notes issued hereunder issued to it held by it, the Agent shall
have the same rights and powers hereunder and under any other Loan Document as
any Lender and may exercise the same as though it were not the Agent, and the
term "Lender" or "Lenders" shall, unless the context otherwise indicates,
include the Agent in its individual capacity.  The Agent may accept deposits
from, lend money to, and generally engage in any kind of trust, debt, equity or
other transaction, in addition to those contemplated by this Agreement or any
other Loan Document, with the Company or any of its Subsidiaries.

       10.11.  Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Agent, the Arranger or any other
Lender and based on the financial statements prepared by the Company and such
other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other Loan
Documents. Each Lender also acknowledges that it will, independently and
without reliance upon the Agent, the Arranger or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement and the other Loan Documents.

       10.12.  Successor Agent. The Agent may resign at any time by giving at
least 30 days' prior written notice thereof to the Lenders and the Company and
such resignation shall be effective at the end of such 30-day period or upon
the earlier appointment of a successor agent, and the Agent may be removed at
any time with or without cause by written notice received by the Agent from the
Required Lenders.  Upon any such resignation or removal, the Required Lenders
shall have the right to appoint, on behalf of the Lenders, a successor Agent.
If no successor Agent shall have been so appointed by the Required Lenders and
shall have accepted such appointment within thirty days after the retiring
Agent's removal or giving notice of resignation, then the retiring Agent may
appoint, on behalf of the Lenders, a successor Agent.  Such successor Agent
shall be a commercial bank having capital and retained earnings of at least
$500,000,000.  The retiring Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents upon the effectiveness
of its removal or resignation hereunder.  After any retiring Agent's
resignation or removal hereunder as Agent, the provisions of this Article X
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as the Agent hereunder and under
the other Loan Documents.  In the event that there is a successor to the Agent
by merger, then the term

                                       44
<PAGE>   51

"Corporate Base Rate" as used in this Agreement shall mean the prime rate, base
rate or other analogous rate of the new Agent.

       10.13.  Delegation to Affiliates. The Company and the Lenders agree that
the Agent may delegate any of its duties under this Agreement to any of its
Affiliates. Any such Affiliate (and such Affiliate's directors, officers,
agents and employees) which performs duties in connection with this Agreement
shall be entitled to the same benefits of the indemnification, waiver and other
protective provisions to which the Agent is entitled under Articles IX and X.

       10.14.  Co-Agents, Documentation Agent, Syndication Agent, etc. Neither
any of the Lenders identified in this Agreement as a "co-agent" nor the
Documentation Agent or the Syndication Agent shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than
those applicable to all Lenders as such. Without limiting the foregoing, none
of such Lenders shall have or be deemed to have a fiduciary relationship with
any Lender. Each Lender hereby makes the same acknowledgments with respect to
such Lenders as it makes with respect to the Agent in Section 10.11.

                     ARTICLE XI:  SETOFF; RATABLE PAYMENTS

       11.1.  Setoff. In addition to, and without limitation of, any rights of
the Lenders under applicable law, if the Company becomes insolvent, however
evidenced, or any Default occurs, any Debt from any Lender to the Company
(including all account balances, whether provisional or final and whether or
not collected or available) may be offset and applied toward the payment of the
Obligations owing to such Lender whether or not the Obligations, or any part
thereof, shall then be due.

       11.2.  Ratable Payments. If, after the occurrence of a Default, any
Lender, whether by setoff or otherwise, has payment made to it upon its share
of any Advance (other than payments received which are for the account of the
Agent or pursuant to Article III) in a greater proportion than that received by
any other Lender, such Lender agrees, promptly upon demand, to purchase a
portion of the Loans comprising that Advance held by the other Lenders so that
after such purchase each Lender will hold its ratable proportion of Loans
comprising that Advance.  If any Lender, whether in connection with setoff or
amounts which might be subject to setoff or otherwise, receives collateral or
other protection for its Obligations or such amounts which may be subject to
setoff, such Lender agrees, promptly upon demand, to take such action necessary
such that all Lenders share in the benefits of such collateral ratably in
proportion to their Loans.  In case any such payment is disturbed by legal
process, or otherwise, appropriate further adjustments shall be made.

       11.3  Application of Payments. The Agent shall, unless otherwise
specified at the direction of the Required Lenders which direction shall be
consistent with the last sentence of this Section 11.3, apply all payments and
prepayments in respect of any Obligations in the following order:

                                       45
<PAGE>   52
             (A) first, to pay interest on and then principal of any portion of
       the Loans which the Agent may have advanced on behalf of any Lender for
       which the Agent has not then been reimbursed by such Lender or the
       Company;

             (B) second, to pay Obligations in respect of any fees, expense
       reimbursements or indemnities then due to the Agent;

             (C) third, to pay Obligations in respect of any fees, expenses,
       reimbursements or indemnities then due to the Lenders;

             (D) fourth, to pay interest due in respect of Loans; and

             (E) fifth, to the ratable payment of all other Obligations.

Unless otherwise designated (which designation shall only be applicable prior
to the occurrence of a Default) by the Company, all principal payments in
respect of Loans shall be applied first, to repay outstanding Alternate Base
Rate Loans, and then to repay outstanding Eurodollar Loans with those Loans
which have earlier expiring Interest Periods being repaid prior to those which
have later expiring Interest Periods. The order of priority set forth in this
Section 11.3 and the related provisions of this Agreement are set forth solely
to determine the rights and priorities of the Agent and the Lenders as among
themselves. The order of priority set forth in clauses (D) and (E) of this
Section 11.3 may at any time and from time to time be changed by the Required
Lenders without necessity of notice to or consent of or approval by the Company
or any other Person. The order of priority set forth in clauses (A) through (C)
of this Section 11.3 may be changed only with the prior written consent of the
Agent.

        ARTICLE XII:  BENEFIT OF AGREEMENT; PARTICIPATIONS; ASSIGNMENTS

       12.1.  Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Company, the
Lenders and their respective successors and assigns, except that (i) the
Company shall have no right to assign its rights or obligations under the Loan
Documents and (ii) any assignment by any Lender must be made in compliance with
Section 12.3.  Notwithstanding clause (ii) of this Section, any Lender may at
any time, without the consent of the Company or the Agent, assign all or any
portion of its rights under this Agreement and its Notes to a Federal Reserve
Bank; provided, however, that no such assignment shall release the transferor
Lender from its obligations hereunder.  The Agent may treat the payee of any
Note as the owner thereof for all purposes hereof unless and until such payee
complies with Section 12.3 in the case of an assignment thereof or, in the case
of any other transfer, a written notice of the transfer is filed with the
Agent.  Any assignee or transferee of a Note or any other interest in the
Obligations agrees by acceptance thereof to be bound by all the terms and
provisions of the Loan Documents.  Any request, authority or consent of any
Person, who at the time of making such request or giving

                                       46
<PAGE>   53

such authority or consent is the holder of any Note, shall be conclusive and
binding on any subsequent holder, transferee or assignee of such Note or of any
Note or Notes issued in exchange therefor.

       12.2.  Participations.

              12.2.1.  Permitted Participants; Effect. Any Lender may, in the
ordinary course of its business and in accordance with applicable law, at any
time sell to one or more financial institutions ("PARTICIPANTS") participating
interests in any Loan owing to such Lender, any Note held by such Lender, the
Commitment of such Lender, or any other interest of such Lender under the Loan
Documents. In the event of any such sale by a Lender of participating interests
to a Participant, such Lender's obligations under the Loan Documents shall
remain unchanged, such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, such Lender shall
remain the holder of any such Note for all purposes under the Loan Documents,
all amounts payable by the Company under this Agreement shall be determined as
if such Lender had not sold such participating interests, and the Company and
the Agent and the Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under the Loan
Documents.

              12.2.2.  Voting Rights. Each Lender shall retain the sole right
to approve, without the consent of any Participant, any amendment, modification
or waiver of any provision of the Loan Documents other than any amendment,
modification or waiver with respect to any Loan or Commitment in which such
Participant has an interest which forgives principal, interest or fees or
reduces the interest rate or fees payable with respect to any such Loan or
Commitment, postpones any date fixed for any regularly-scheduled payment (but
not prepayments) of principal of, or interest or fees on, any such Loan or
Commitment, releases any guarantor of any such Loan (other than as contemplated
hereunder or under any other Loan Document), if any, or releases all or
substantially all of the collateral, if any, securing any such Loan.

              12.2.3.  Benefit of Setoff. The Company agrees that each
Participant shall be deemed to have the right of setoff provided in Section
11.1 in respect of its participating interest in amounts owing under the Loan
Documents to the same extent as if the amount of its participating interest
were owing directly to it as a Lender under the Loan Documents, provided that
each Lender shall retain the right of setoff provided in Section 11.1 with
respect to the amount of participating interests sold to each Participant. The
Lenders agree to share with each Participant, and each Participant, by
exercising the right of setoff provided in Section 11.1, agrees to share with
each Lender, any amount received pursuant to the exercise of its right of
setoff, such amounts to be shared in accordance with Section 12.2 as if each
Participant were a Lender.

       12.3.  Assignments.


              12.3.1.  Any Lender may, in the ordinary course of its business
and in accordance with applicable law, at any time assign to one or more
financial institutions ("PURCHASERS") all or a portion of its rights and
obligations under the Loan Documents,

                                       47
<PAGE>   54

which assignment shall (unless (i) such assignment is to another Lender or an
Affiliate thereof or (ii) each of the Agent and, if no Default has occurred and
is continuing, the Company otherwise consents) be in amounts equal to or
greater than $5,000,000 or, if less, all of such assigning Lender's remaining
Loans and Commitments hereunder. Such assignment shall be substantially in the
form of Exhibit A hereto. The consent of the Agent and, if no Default has
occurred and is continuing, the Company (which consent shall not be
unreasonably withheld or delayed) shall be required prior to an assignment
becoming effective with respect to a Purchaser which is not a Lender or an
Affiliate thereof. It shall not be considered to be unreasonable if such
consent is withheld because the rating issued by Moody's and then in effect
with respect to the prospective Purchaser's senior unsecured long-term debt
securities without third party credit enhancement is below Aa3 or the rating
issued by S&P and then in effect with respect to the prospective Purchaser's
senior unsecured long-term debt securities without third party credit
enhancement is below AA-.

             12.3.2.  Effect; Effective Date. Upon (i) delivery to the Agent
of a notice of assignment, substantially in the form attached as Exhibit I to
Exhibit A hereto (a "NOTICE OF ASSIGNMENT"), together with any consent required
by Section 12.3.1 (provided however, that no consent shall be required for an
assignment from a Lender to an Affiliate of the Lender), and (ii) payment of a
$3,500 fee to the Agent by the assigning Lender for processing such assignment,
such assignment shall become effective on the effective date specified in such
Notice of Assignment. On and after the effective date of such assignment, such
Purchaser shall for all purposes be a Lender party to this Agreement and any
other Loan Document executed by the Lenders and shall have all the rights and
obligations of a Lender under the Loan Documents, to the same extent as if it
were an original party hereto, and no further consent or action by the Company,
the Lenders or the Agent shall be required to release the transferor Lender
with respect to the percentage of the Aggregate Commitment and Loans assigned
to such Purchaser. Upon the consummation of any assignment to a Purchaser
pursuant to this Section 12.3.2, the transferor Lender, the Agent and the
Company shall, if the transferor Lender or the Purchaser desires that its Loans
be evidenced by Notes, make appropriate arrangements so that new Notes or, as
appropriate, replacement Notes are issued to such transferor Lender and new
Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in
each case in principal amounts reflecting their respective Commitments, as
adjusted pursuant to such assignment.

       12.4.  Dissemination of Information. The Company authorizes each Lender
to disclose to any Participant or Purchaser or any other Person acquiring an
interest in the Loan Documents by operation of law (each a "TRANSFEREE") and
any prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Company and its Subsidiaries; provided
that each Transferee and prospective Transferee agrees to be bound by Section
9.10 of this Agreement.

       12.5.  Tax Treatment. If any interest in any Loan Document is
transferred to any Purchaser which is organized under the laws of any
jurisdiction other than the United States of America or any State thereof, the
transferor Lender shall cause such Purchaser, concurrently with the
effectiveness of such transfer, to comply with the provisions of Section
3.1(iv).


                                       48
<PAGE>   55

                             ARTICLE XIII:  NOTICES

       13.1.  Giving Notice. All notices and other communications provided to
any party hereto under this Agreement or any other Loan Document shall be in
writing or by telex or by facsimile and addressed or delivered to such party at
its address set forth below its signature hereto or at such other address as
may be designated by such party in a notice to the other parties.  Any notice,
if mailed and properly addressed with postage prepaid, shall be deemed given
when received; any notice, if transmitted by telex or facsimile, shall be
deemed given when transmitted (answerback confirmed in the case of telexes).

       13.2.  Change of Address. The Company, the Agent and each Lender may
change the address for service of notice upon it by a notice in writing to the
other parties hereto.

                           ARTICLE XIV:  COUNTERPARTS

       This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been executed by the Company, the
Agent and the Lenders and each party has notified the Agent by telex or
telephone, that it has taken such action.

             ARTICLE XV:  CHOICE OF LAW; CONSENT TO JURISDICTION;
                             WAIVER OF JURY TRIAL

       15.1.  CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (INCLUDING 735 ILCS 105/5-1 ET SEQ. BUT OTHERWISE
WITHOUT REGARD TO THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS, BUT GIVING
EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

       15.2.  CONSENT TO JURISDICTION. THE COMPANY HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS
STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE COMPANY HEREBY IRREVOCABLY
AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES



                                       49
<PAGE>   56

ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN
INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY
LENDER TO BRING PROCEEDINGS AGAINST THE COMPANY IN THE COURTS OF ANY OTHER
JURISDICTION. ANY JUDICIAL PROCEEDING BY THE COMPANY AGAINST THE AGENT OR ANY
LENDER OR ANY AFFILIATE OF THE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

       15.3.  WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY
WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH,
RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH. EACH OF THE PARTIES HERETO AGREES
AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE
DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO
TRIAL BY JURY.


                                       50
<PAGE>   57


       IN WITNESS WHEREOF, the Company, the Lenders and the Agent have executed
this Agreement as of the date first above written.


                                      LAFARGE CORPORATION

                                      By: /s/ KEVIN GRANT
                                          -------------------------
                                          Kevin Grant
                                          Vice President and
                                          Treasurer

                                          11130 Sunrise Valley Drive, Suite 300
                                          Reston, VA  20191
                                          Attention:  Kevin Grant, Treasurer
                                          Telephone:  703-264-3673
                                          Facsimile:  703-264-0634


                                          Signature Page to Lafarge Corporation
                                  Credit Agreement dated as of December 8, 1998


                                       51

<PAGE>   58





                                     THE FIRST NATIONAL BANK OF
                                     CHICAGO, as Administrative Agent
                                     and as a Lender

                                     By:  /s/ MARGUERITE BURTZLAFF
                                        ---------------------------------
                                     Title:   AS AGENT
                                           ------------------------------

                                     153 West 51st Street, Suite 400
                                     New York, NY 10019
                                     Attention:  Marguerite Burtzlaff
                                     Telephone:  212-373-1057
                                     Facsimile:  212-373-1639



                                          Signature Page to Lafarge Corporation
                                  Credit Agreement dated as of December 8, 1998



                                       52
<PAGE>   59





                                     FIRST UNION NATIONAL BANK, as
                                     Documentation Agent and as a Lender

                                     By: /s/ FRANK S. KAULBACK III
                                        --------------------------------
                                     Title: VICE PRESIDENT
                                            ----------------------------

                                     1970 Chain Bridge Road
                                     3rd Floor (VA-1937)
                                     McLean, VA 22102
                                     Attention:  Frank S. Kaulback III
                                     Telephone:  703-760-6259
                                     Facsimile:  703-760-5457



                                          Signature Page to Lafarge Corporation
                                  Credit Agreement dated as of December 8, 1998



                                       53
<PAGE>   60



                                     WACHOVIA BANK, N.A., as
                                     Syndication Agent and as a Lender

                                     By: /s/ ROBERTS A. BASS
                                        ------------------------------
                                     Title: VICE PRESIDENT
                                           ---------------------------

                                     100 North Main Street
                                     (P.O. Box 3099)
                                     Winston Salem, NC 27150
                                     Attention:  Roberts A. Bass
                                     Telephone:  336-732-7235
                                     Facsimile:  336-732-6935



                                          Signature Page to Lafarge Corporation
                                  Credit Agreement dated as of December 8, 1998



                                       54
<PAGE>   61


                                     SUNTRUST BANK, CENTRAL FLORIDA, N.A.,
                                     as Co-Agent and as a Lender

                                     By: /s/ Ronald K. Rueve
                                        ------------------------------
                                     Title:   VP
                                           ---------------------------
                                     200 South Orange Avenue
                                     Orlando, FL 32801
                                     Attention:  Andrew J. Hines
                                     Telephone:  407-237-4839
                                     Facsimile:  407-237-6894




STATE OF GEORGIA

COUNTY OF FULTON

                      AFFIDAVIT OF OUT-OF-STATE EXECUTION


       On the 4 day of December, 1998 personally appeared Ronald K. Rueve, as 
the Vice President of SunTrust Banks, Inc. and before me executed the
attached Credit Agreement, dated as of December 8, 1998, among Lafarge
Corporation, a Maryland corporation the Lenders and The First National Bank of
Chicago, as Administrative Agent

       IN WITNESS WHEREOF,

                                     /s/ CHERI JACOBS
                                     ----------------------------
                                     Signature
Affiant sayeth naught                Cheri Jacobs
                                     Typed or Printed Name
                                     Title: Corporate Officer


Subscribed to and sworn to before me this 4 day of December 1998 by Cheri
Jacobs, who is personally known to me or produced _______________ as
identification.


                                     /s/ TONYA ADAMS
                                     ----------------------------------
                                     Signature of Notary Public,
                                     State of Georgia


                                     TONYA ADAMS
                                     ----------------------------------
                                     Typed or Printed Name of Notary Public
                                     My Commission No:
                                     My Commission Expires:


                                     [stamp]



                                       55

                                          Signature Page to Lafarge Corporation
                                  Credit Agreement dated as of December 8, 1998


<PAGE>   62





                                     BANK OF MONTREAL, CHICAGO BRANCH,
                                     as a Lender

                                     By: [sig] Bruce A. Pietka
                                        ------------------------------
                                     Title:  Director
                                           ---------------------------
                                     115 South LaSalle Street
                                     Chicago, IL 60603
                                     Attention:  Craig Reynolds, Team Leader
                                     Telephone:  312-750-6047
                                     Facsimile:  312-750-6061

                                     with a copy to:

                                     Bank of Montreal
                                     430 Park Avenue, 14th Floor
                                     New York, NY 10022
                                     Attention:  Glen Pole
                                     Telephone:  212-605-1462
                                     Facsimile:  212-605-1454


                                       56

                                          Signature Page to Lafarge Corporation
                                  Credit Agreement dated as of December 8, 1998


<PAGE>   63





                                     BANQUE NATIONALE DE PARIS, as a
                                     Lender

                                     By: /s/ RICHARD PACE
                                        --------------------------------
                                     Title:  Vice President,
                                             Corporate Banking Division
                                           -----------------------------

                                     By: /s/ BONNIE G. EISENSTAT
                                        --------------------------------
                                     Title:  Vice President
                                           -----------------------------

                                     499 Park Avenue, 9th Floor
                                     New York, NY 10022
                                     Attention:  Bonnie Eisenstat
                                     Telephone:  212-415-9708
                                     Facsimile:  212-415-9606


                                       57

                                          Signature Page to Lafarge Corporation
                                  Credit Agreement dated as of December 8, 1998
<PAGE>   64


                                     BAYERISCHE LANDESBANK
                                     GIROZENTRALE, Cayman Islands Branch,
                                     as a Lender

                                     By: /s/ PETER OBERMANN
                                        ------------------------------
                                     Title: Senior Vice President
                                           ---------------------------


                                     By: /s/ OLIVER HILDENBRAND
                                        ------------------------------
                                     Title: Second Vice President
                                           ---------------------------

                                     560 Lexington Avenue, 17th Floor
                                     New York, NY 10022
                                     Attention:  Oliver Hildenbrand
                                     Telephone:  212-310-9835
                                     Facsimile:  212-310-9868



                                          Signature Page to Lafarge Corporation
                                  Credit Agreement dated as of December 8, 1998


                                       58
<PAGE>   65





                                     CITIBANK, N.A., as a Lender

                                     By: /s/ STUART G. MILLER
                                        ----------------------------
                                     Title: Attorney-in-Fact
                                           -------------------------

                                     399 Park Avenue
                                     8th Floor, Zone 11A
                                     New York, NY 10043
                                     Attention:  Anne Serewicz
                                     Telephone:  212-559-0802
                                     Facsimile:  212-793-3053



                                          Signature Page to Lafarge Corporation
                                  Credit Agreement dated as of December 8, 1998



                                       59
<PAGE>   66





                                     WESTDEUTSCHE LANDESBANK
                                     GIROZENTRALE, as a Lender

                                     By: /s/ RICHARD J. PEARSE
                                        --------------------------------

                                     Title: Managing Director
                                           -----------------------------

                                     By: /s/ ELISABETH R. WILDS
                                        --------------------------------

                                     Title: Associate
                                           -----------------------------

                                     1211 Avenue of the Americas
                                     New York, NY 10036
                                     Attention:  Andreas Schroeter
                                     Telephone:  212-852-5949
                                     Facsimile:  212-852-6307



                                          Signature Page to Lafarge Corporation
                                  Credit Agreement dated as of December 8, 1998



                                       60
<PAGE>   67








                                   SCHEDULE I

                                  COMMITMENTS

<TABLE>
<CAPTION>
                Lender                                             Commitment
                ------                                             ----------
<S>                                                              <C>
The First National Bank of Chicago                                $48,000,000

First Union National Bank                                          46,000,000

Wachovia Bank, N.A.                                                46,000,000

SunTrust Bank, Central Florida, N.A.                               35,000,000

Bank of Montreal, Chicago Branch                                   25,000,000

Banque Nationale de Paris                                          25,000,000

Bayerische Landesbank Girozentrale,                                25,000,000
   Cayman Islands Branch

Citibank, N.A.                                                     25,000,000

Westdeutsche Landesbank Girozentrale                               25,000,000

                                                                  ------------
                  Total                                           $300,000,000

</TABLE>

61
<PAGE>   68





                                  SCHEDULE II

                                PRICING SCHEDULE

<TABLE>
<CAPTION>
APPLICABLE       LEVEL I      LEVEL II    LEVEL III     LEVEL IV      LEVEL V     LEVEL VI
  MARGIN         STATUS        STATUS       STATUS       STATUS        STATUS      STATUS
-------------------------------------------------------------------------------------------
<S>              <C>          <C>         <C>            <C>          <C>          <C>
Eurodollar        0.145%       0.16%       0.175%         0.20%        0.275%       0.50%
   Rate
-------------------------------------------------------------------------------------------

Alternate          0%          0%           0%             0%           0%          0%
  Base
-------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

APPLICABLE       LEVEL I      LEVEL II    LEVEL III     LEVEL IV      LEVEL V     LEVEL VI
  MARGIN         STATUS        STATUS       STATUS       STATUS        STATUS      STATUS
-------------------------------------------------------------------------------------------
<S>              <C>          <C>         <C>            <C>          <C>          <C>
Facility          0.09%        0.10%        0.11%        0.125%       0.15%        0.20%
   Fee
-------------------------------------------------------------------------------------------

Utilization       0.05%        0.05%       0.075%        0.10%        0.125%       0.15%
    Fee
-------------------------------------------------------------------------------------------
</TABLE>

       For the purposes of this Schedule, the following terms have the
following meanings, subject to the final paragraph of this Schedule:

       "LEVEL I STATUS" exists at any date if, on such date, the Company's
Moody's Rating is A2 or better or the Company's S&P Rating is A or better.

       "LEVEL II STATUS" exists at any date if, on such date, (i) the Company
has not qualified for Level I Status and (ii) the Company's Moody's Rating is
A3 or better or the Company's S&P Rating is A- or better.

       "LEVEL III STATUS" exists at any date if, on such date, (i) the Company
has not qualified for Level I Status or Level II Status and (ii) the Company's
Moody's Rating is Baa1 or better or the Company's S&P Rating is BBB+ or better.

       "LEVEL IV STATUS" exists at any date if, on such date (i) the Company
has not qualified for Level I Status, Level II Status or Level III Status and
(ii) the Company's Moody's Rating is Baa2 or better or the Company's S&P Rating
is BBB or better.


                                       62

<PAGE>   69


       "LEVEL V STATUS" exists at any date if, or on such date, (i) the Company
has not qualified for Level I Status, Level II Status, Level III Status or
Level IV Status and (ii) the Company's Moody's Rating is Baa3 or better or the
Company's S&P Rating is BBB- or better.

       "LEVEL VI STATUS" exists at any date if, on such date, the Company has
not qualified for Level I Status, Level II Status, Level III Status, Level IV
Status or Level V Status.

       "MOODY'S RATING" means, at any time, the rating issued by Moody's
Investors Service, Inc. and then in effect with respect to the Company's senior
unsecured long-term debt securities without third-party credit enhancement.

       "S&P RATING" means, at any time, the rating issued by Standard & Poor's
Rating Services, a division of The McGraw-Hill Companies, Inc. and then in
effect with respect to the Company's senior unsecured long-term debt securities
without third-party credit enhancement.

       "STATUS" means either Level I Status, Level II Status, Level III Status,
Level IV Status, Level V Status or Level VI Status.

       The Applicable Margin and Applicable Fee Rate shall be determined in
accordance with the foregoing table based on the Company's Status as determined
from its then-current Moody's and S&P Ratings. The credit rating in effect on
any date for the purposes of this Schedule is that in effect at the close of
business on such date. If at any time the Company has no Moody's Rating or no
S&P Rating, Level VI Status shall exist. If the Company is split-rated and the
ratings differential is one level, the higher rating will apply. If the Company
is split-rated and the ratings differential is two levels, the intermediate
rating at the midpoint will apply. If the Company is split-rated and the
ratings differential is more than two levels, the rating that is one level
above the lowest rating will apply.

                                       63

<PAGE>   70

                                  Schedule 5.8

                        LIST OF SIGNIFICANT SUBSIDIARIES

<TABLE>
<CAPTION>
                                         PERCENT OF           JURISDICTION OF
                NAME                     OWNERSHIP             INCORPORATION
---------------------------------     ---------------        -----------------
<S>                                   <C>                    <C>
Friday Harbor Sand and Gravel Co.         100%                Washington

International Atlantins Insurance         100%                Vermont
  Company

Lafarge Canada Inc.                       100%                Canada

Lafarge Dakota Inc.                       100%                North Dakota

Lafarge Florida Inc.                      100%                Florida

Mineral Solutions Inc.                    100%                Delaware

Systech Environmental Corporation         100%                Delaware

Redland Genstar Inc.                      100%                Delaware

Redland Quarries (USA) Inc.               100%                Delaware

Redland Quarries NY Inc.                  100%                Delaware

Redland Frontier Inc.                     100%                New York

Western Mobile Inc.                       100%                Delaware

Richvale York Block Inc.                 61.8%                Ontario

Valley Rite-Mix Ltd.                      100%                British Columbia
</TABLE>



                                       64

<PAGE>   71

                                 Schedule 5.14

                                PERMITTED LIENS


LAFARGE CORPORATION SUGAR CREEK PLANT, SUGAR CREEK, MO.

       Title to this plan has been conveyed to the City of Sugar Creek, which
       will hold title to the property and improvements for a period of 22
       years pursuant to a local tax abatement procedure.  Subsequently, title
       will revert to Lafarge Corporation.

K & H CONCRETE (READY-MIX) LTD. (1)

       $600,000 Operating Line

       Secured By: $1,000,000 Fixed and Floating Charge
          General Security Agreement covering all assets of K & H Concrete
          (Ready-Mix) Ltd. in favor of the Royal Bank of Canada

RICHVALE YORK BLOCK INC. (1)

       $4,000,000 Operating Line

       Secured By: $10,000,000 Fixed Charge Debenture
          General Security Agreement covering all assets of Richvale York Block
          Inc. in favor of the Royal Bank of Canada.

PERIMETER CONCRETE LTD. (1)

       $1,250,000 Operating Line
       $  12,000 Corporate Visa Expense

       Secured By: $2,000,000 Fixed Charge Debenture
          General Security Agreement covering all assets of Perimeter Concrete
          Ltd. in favor of the Royal Bank of Canada.

WESTERN MOBILE INC.

       $1,000,000 Capitalized Lease Obligation for the Quivas Office Building
       which is leased by Western Mobile Inc. from Mr. Burt Boothby.

-----------
(1) All amounts in Canadian Dollars.




                                       65
<PAGE>   72



                                   EXHIBIT A

                              ASSIGNMENT AGREEMENT

       This Assignment Agreement (this "Assignment Agreement") between
_____________________________________ (the "Assignor") and _____________________
(the "Assignee") is dated as of ____________, ____. The parties hereto agree as
follows:

       1. PRELIMINARY STATEMENT. The Assignor is a party to a Credit Agreement
(which, as it may be amended, modified, renewed or extended from time to time
is herein called the "Credit Agreement") described in Item 1 of Schedule 1
attached hereto. Capitalized terms used herein and not otherwise defined herein
shall have the meanings attributed to them in the Credit Agreement.

       2. ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to
the Assignee, and the Assignee hereby purchases and assumes from the Assignor,
an interest in and to the Assignor's rights and obligations under the Credit
Agreement such that after giving effect to such assignment the Assignee shall
have purchased pursuant to this Assignment Agreement the percentage interest
specified in Item 3 of Schedule 1 of all outstanding rights and obligations
under the Credit Agreement relating to the facilities listed in Item 3 of
Schedule 1 and the other Loan Documents. The aggregate Commitment (or Loans, if
the applicable Commitment has been terminated) purchased by the Assignee
hereunder is set forth in Item 4 of Schedule 1.

       3. EFFECTIVE DATE. The effective date of this Assignment Agreement (the
"Effective Date") shall be the later of the date specified in Item 5 of
Schedule 1 or two Business Days (or such shorter period agreed to by the Agent)
after a Notice of Assignment substantially in the form of Exhibit I attached
hereto has been delivered to the Agent. Such Notice of Assignment must include
any consents required to be delivered to the Agent by Section 12.3.1 of the
Credit Agreement. In no event will the Effective Date occur if the payments
required to be made by the Assignee to the Assignor on the Effective Date under
Sections 4 and 5 hereof are not made on the proposed Effective Date. The
Assignor will notify the Assignee of the proposed Effective Date no later than
the Business Day prior to the proposed Effective Date. As of the Effective
Date, (i) the Assignee shall have the rights and obligations of a Lender under
the Loan Documents with respect to the rights and obligations assigned to the
Assignee hereunder and (ii) the Assignor shall relinquish its rights and be
released from its corresponding obligations under the Loan Documents with
respect to the rights and obligations assigned to the Assignee hereunder.

       4. PAYMENT OBLIGATIONS. On and after the Effective Date, the Assignee
shall be entitled to receive from the Agent all payments of principal, interest
and fees with respect to the interest assigned hereby. The Assignee shall
advance funds directly to the Agent with respect to all Loans and reimbursement
payments made on or after the Effective Date with respect to the interest
assigned hereby. [In consideration for the sale and assignment of Loans
hereunder, (i) the Assignee shall pay the Assignor, on the Effective Date, an
amount equal to the principal amount of the portion of all Alternate Base Rate
Loans assigned to the Assignee hereunder and (ii) with respect to each



                                       66
<PAGE>   73


Eurodollar Loan made by the Assignor and assigned to the Assignee hereunder
which is outstanding on the Effective Date, (a) on the last day of the Interest
Period therefor or (b) on such earlier date agreed to by the Assignor and the
Assignee or (c) on the date on which any such Eurodollar Loan becomes due (by
acceleration or otherwise)(the date as described in the foregoing clauses (a),
(b) or (c) being hereinafter referred to as the "Payment Date"), the Assignee
shall pay the Assignor an amount equal to the principal amount of the portion
of such Eurodollar Loan assigned to the Assignee which is outstanding on the
Payment Date. If the Assignor and the Assignee agree that the Payment Date for
such Eurodollar Loan shall be the Effective Date, they shall agree to the
interest rate applicable to the portion of such Loan assigned hereunder for the
period from the Effective Date to the end of the existing Interest Period
applicable to such Eurodollar Loan (the "Agreed Interest Rate") and any
interest received by the Assignee in excess of the Agreed Interest Rate shall
be remitted to the Assignor. In the event interest for the period from the
Effective Date to but not including the Payment Date is not paid by the Company
with respect to any Eurodollar Loan sold by the Assignor to the Assignee
hereunder, the Assignee shall pay to the Assignor interest for such period on
the portion of such Eurodollar Loan sold by the Assignor to the Assignee
hereunder at the applicable rate provided by the Credit Agreement. In the event
a prepayment of any Eurodollar Loan which is existing on the Payment Date and
assigned by the Assignor to the Assignee hereunder occurs after the Payment
Date but before the end of the Interest Period applicable to such Eurodollar
Loan, the Assignee shall remit to the Assignor the excess of the prepayment
penalty paid with respect to the portion of such Eurodollar Loan assigned to
the Assignee hereunder over the amount which would have been paid if such
prepayment penalty was calculated based on the Agreed Interest Rate. The
Assignee will also promptly remit to the Assignor (i) any principal payments
received from the Agent with respect to Eurodollar Loans prior to the Payment
Date and (ii) any amounts of interest on Loans and fees received from the Agent
which relate to the portion of the Loans assigned to the Assignee hereunder for
periods prior to the Effective Date, in the case of Alternate Base Rate Loans
or fees, or the Payment Date, in the case of Eurodollar Loans, and not
previously paid by the Assignee to the Assignor.](1) In the event that either
party hereto receives any payment to which the other party hereto is entitled
under this Assignment Agreement, then the party receiving such amount shall
promptly remit it to the other party hereto.


       5. FEES PAYABLE BY THE ASSIGNEE. [The Assignee shall pay to the Assignor
a fee on each day on which a payment of interest, facility fees or utilization
fees is made under the Credit Agreement with respect to the amounts assigned to
the Assignee hereunder (other than a payment of interest, facility fees or
utilization fees for the period prior to the Effective Date or, in the case of
Eurodollar Loans, the Payment Date, which the Assignee is obligated to deliver
to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be
the difference between (i) the interest or fee, as applicable, paid with
respect to the amounts assigned to the Assignee hereunder and (ii) the interest
or fee, as applicable, which would have been paid with respect to the amounts
assigned to the Assignee hereunder if each interest rate was of 1% less than
the interest rate paid by the Company or if the facility fee was     of 1% less
than the facility fee paid by the Company or if the utilization fee was ___ of
1% less than the utilization fee paid by the Company, as applicable. In

---------------
(1)  Each Assignor may insert its standard payment provisions in lieu of
the payment terms included in this Exhibit.

                                       67


<PAGE>   74

addition,] the Assignee agrees to pay % of the recordation fee required to be
paid to the Agent in connection with this Assignment Agreement.

       6. REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S
LIABILITY. The Assignor represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim created by the Assignor. It is
understood and agreed that the assignment and assumption hereunder are made
without recourse to the Assignor and that the Assignor makes no other
representation or warranty of any kind to the Assignee. Neither the Assignor
nor any of its officers, directors, employees, agents or attorneys shall be
responsible for (i) the due execution, legality, validity, enforceability,
genuineness, sufficiency or collectability of any Loan Document, including
without limitation, documents granting the Assignor and the other Lenders a
security interest in assets of the Company or any guarantor, (ii) any
representation, warranty or statement made in or in connection with any of the
Loan Documents, (iii) the financial condition or creditworthiness of the
Company or any guarantor, (iv) the performance of or compliance with any of the
terms or provisions of any of the Loan Documents, (v) inspecting any of the
property, books or records of the Company, (vi) the validity, enforceability,
perfection, priority, condition, value or sufficiency of any collateral
securing or purporting to secure the Loans or (vii) any mistake, error of
judgment, or action taken or omitted to be taken in connection with the Loans
or the Loan Documents.

       7. REPRESENTATIONS OF THE ASSIGNEE. The Assignee (i) confirms that it
has received a copy of the Credit Agreement, together with copies of the
financial statements requested by the Assignee and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment Agreement, (ii) agrees that it will,
independently and without reliance upon the Agent, the Assignor or any other
Lender and based on such documents and information at it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Loan Documents, (iii) appoints and authorizes the Agent to
take such action as agent on its behalf and to exercise such powers under the
Loan Documents as are delegated to the Agent by the terms thereof, together
with such powers as are reasonably incidental thereto, (iv) agrees that it will
perform in accordance with their terms all of the obligations which by the
terms of the Loan Documents are required to be performed by it as a Lender, (v)
agrees that its payment instructions and notice instructions are as set forth
in the attachment to Schedule 1, (vi) confirms that none of the funds, monies,
assets or other consideration being used to make the purchase and assumption
hereunder are "plan assets" as defined under ERISA and that its rights,
benefits and interests in and under the Loan Documents will not be "plan
assets" under ERISA, [and (vii) attaches the forms prescribed by the Internal
Revenue Service of the United States certifying that the Assignee is entitled
to receive payments under the Loan Documents without deduction or withholding
of any United States federal income taxes].(2)


--------
(2) To be inserted if the Assignee is not incorporated under the laws of the
United States, or a state thereof.

                                       68
<PAGE>   75

       8. INDEMNITY. The Assignee agrees to indemnify and hold the Assignor
harmless against any and all losses, costs and expenses (including, without
limitation, reasonable attorneys' fees) and liabilities incurred by the
Assignor in connection with or arising in any manner from the Assignee's
non-performance of the obligations assumed under this Assignment Agreement.

       9. SUBSEQUENT ASSIGNMENTS. After the Effective Date, the Assignee shall
have the right pursuant to Section 12.3.1 of the Credit Agreement to assign the
rights which are assigned to the Assignee hereunder to any entity or person,
provided that (i) any such subsequent assignment does not violate any of the
terms and conditions of the Loan Documents or any law, rule, regulation, order,
writ, judgment, injunction or decree and that any consent required under the
terms of the Loan Documents has been obtained and (ii) unless the prior written
consent of the Assignor is obtained, the Assignee is not thereby released from
its obligations to the Assignor hereunder, if any remain unsatisfied,
including, without limitation, its obligations under Sections 4, 5 and 8
hereof.

       10. REDUCTIONS OF AGGREGATE COMMITMENT. If any reduction in the
Aggregate Commitment occurs between the date of this Assignment Agreement and
the Effective Date, the percentage interest specified in Item 3 of Schedule 1
shall remain the same, but the dollar amount purchased shall be recalculated
based on the reduced Aggregate Commitment.

       11. ENTIRE AGREEMENT. This Assignment Agreement and the attached Notice
of Assignment embody the entire agreement and understanding between the parties
hereto and supersede all prior agreements and understandings between the
parties hereto relating to the subject matter hereof.

       12.  GOVERNING LAW.  This Assignment Agreement shall be governed by the
internal law, and not the law of conflicts, of the State of Illinois.

       13. NOTICES. Notices shall be given under this Assignment Agreement in
the manner set forth in the Credit Agreement. For the purpose hereof, the
addresses of the parties hereto (until notice of a change is delivered) shall
be the address set forth in the attachment to Schedule 1.

                                       69

<PAGE>   76


       IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement by their duly authorized officers as of the date first above written.

                                  [NAME OF ASSIGNOR]

                                  By:
                                     ------------------------------------

                                  Title:
                                        ---------------------------------

                                  [NAME OF ASSIGNEE]

                                  By:
                                     ------------------------------------

                                  Title:
                                        ---------------------------------

                                       70
<PAGE>   77

                                   SCHEDULE 1
                            to Assignment Agreement

1.     Description and Date of Credit Agreement:  Credit
       Agreement dated as of December 8, 1998 among Lafarge
       Corporation, the financial institutions from time to
       time party thereto as lenders (the "Lenders") and The
       First National Bank of Chicago, as Administrative
       Agent for the Lenders (as the same may be amended,
       restated, supplemented or otherwise modified from time
       to time, the "Credit Agreement").
     
2.     Date of Assignment Agreement: ____________, ____
     
3.     Amounts (As of Date of Item 2 above):
     
       a.    Total of Commitments (Loans)(3) under
             Credit Agreement                                 $
                                                               ------------
           
       b.    Assignee's Percentage of the facility
             purchased under the Assignment Agreement(4)                  %
                                                                   -------
           
       c.    Amount of Assigned Share in the facility
             purchased the Assignment Agreement               $
                                                               ------------
           
4.     Assignee's Aggregate (Loan Amount)(3)  Commitment
       Amount Purchased Hereunder:                            $
                                                               ------------
     
5.     Proposed Effective Date:
                                                        --------------, ----

Accepted and Agreed:

[NAME OF ASSIGNOR]                         [NAME OF ASSIGNEE]
                                       
By:                                        By:
   ---------------------------                ---------------------------
                                       
Title:                                     Title:
      ------------------------                   ------------------------
                                       

---------------
(3) If a Commitment has been terminated, insert outstanding Loans in place of
Commitment.

(4) Percentage taken to 10 decimal places.


                                       71
<PAGE>   78





                Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

                        ADMINISTRATIVE INFORMATION SHEET

         Attach Assignor's Administrative Information Sheet, which must
           include notice addresses for the Assignor and the Assignee



                                       72
<PAGE>   79





                                   EXHIBIT I
                            to Assignment Agreement

                                     NOTICE
                                 OF ASSIGNMENT

                                                                      [Date]

To:                     [Lafarge Corporation
                        11130 Sunrise Valley Drive
                        Suite 300
                        Reston, Virginia  20191](5)

                        The First National Bank of Chicago, as Agent
                        One First National Plaza
                        Chicago, Illinois 60670

From:                   [NAME OF ASSIGNOR] (the "Assignor")

                        [NAME OF ASSIGNEE] (the "Assignee")

       1. We refer to that Credit Agreement (the "Credit Agreement") described
in Item 1 of Schedule 1 attached hereto ("Schedule 1"). Capitalized terms used
herein and not otherwise defined herein shall have the meanings attributed to
them in the Credit Agreement.

       2. This Notice of Assignment (this "Notice") is given and delivered to
[the Company and](5) the Agent pursuant to Section 12.3.2 of the Credit
Agreement.

       3. The Assignor and the Assignee have entered into an Assignment
Agreement, dated as of __________________, ____ (the "Assignment"), pursuant to
which, among other things, the Assignor has sold, assigned, delegated and
transferred to the Assignee, and the Assignee has purchased, accepted and
assumed from the Assignor the percentage interest specified in Item 3 of
Schedule 1 of all outstandings, rights and obligations under the Credit
Agreement relating to the facilities listed in Item 3 of Schedule 1. The
Effective Date of the Assignment shall be the later of the date specified in
Item 5 of Schedule 1 or two Business Days (or such shorter period as agreed to
by the Agent) after this Notice of Assignment and any consents and fees
required by Sections 12.3.1 and 12.3.2 of the Credit Agreement have been
delivered to the Agent, provided that the Effective Date shall not occur if any
condition precedent agreed to by the Assignor and the Assignee has not been
satisfied.



-----------
(5) To be included only if consent must be obtained from the Company pursuant
to Section 12.3.1 of the Credit Agreement.


                                       73
<PAGE>   80

       4. The Assignor and the Assignee hereby give to the Company and the
Agent notice of the assignment and delegation referred to herein. The Assignor
will confer with the Agent before the date specified in Item 5 of Schedule 1 to
determine if the Assignment Agreement will become effective on such date
pursuant to Section 3 hereof, and will confer with the Agent to determine the
Effective Date pursuant to Section 3 hereof if it occurs thereafter. The
Assignor shall notify the Agent if the Assignment Agreement does not become
effective on any proposed Effective Date as a result of the failure to satisfy
the conditions precedent agreed to by the Assignor and the Assignee. At the
request of the Agent, the Assignor will give the Agent written confirmation of
the satisfaction of the conditions precedent.

       5. The Assignor or the Assignee shall pay to the Agent on or before the
Effective Date the processing fee of $3,500 required by Section 12.3.2 of the
Credit Agreement.

       6. If Notes are outstanding on the Effective Date, the Assignor and the
Assignee request and direct that the Agent prepare and cause the Company to
execute and deliver new Notes or, as appropriate, replacement notes, to the
Assignor and the Assignee. The Assignor and, if applicable, the Assignee each
agree to deliver to the Agent the original Note received by it from the Company
upon its receipt of a new Note in the appropriate amount.

       7. The Assignee advises the Agent that notice and payment instructions
are set forth in the attachment to Schedule 1.

       8. The Assignee hereby represents and warrants that none of the funds,
monies, assets or other consideration being used to make the purchase pursuant
to the Assignment are "plan assets" as defined under ERISA and that its rights,
benefits, and interests in and under the Loan Documents will not be "plan
assets" under ERISA.

       9. The Assignee authorizes the Agent to act as its agent under the Loan
Documents in accordance with the terms thereof. The Assignee acknowledges that
the Agent has no duty to supply information with respect to the Company or the
Loan Documents to the Assignee until the Assignee becomes a party to the Credit
Agreement.(6)

[NAME OF ASSIGNOR]                          [NAME OF ASSIGNEE]

By:                                         By:
   -----------------------------               -----------------------------

Title:                                      Title:
      --------------------------                  --------------------------

-----------
(6) May be eliminated if Assignee is a party to the Credit Agreement prior to
the Effective Date.


                                       74
<PAGE>   81


ACKNOWLEDGED AND                                 [ACKNOWLEDGED AND
 CONSENTED TO:                                    CONSENTED TO:

THE FIRST NATIONAL BANK                          LAFARGE CORPORATION]
  OF CHICAGO, as Agent

By:                                              By:
   -------------------------------                  --------------------------

Title:                                           Title:
      ----------------------------                     -----------------------


                                       75



<PAGE>   82





                 [Attach photocopy of Schedule 1 to Assignment]




                                       76
<PAGE>   83





                                   EXHIBIT B

                                      NOTE

$                                                                  ,
 --------------                                        ------------

----------

       LAFARGE CORPORATION, a Maryland corporation (the "Company"), promises to
pay to the order of ____________________________________ (the "Lender") the
lesser of the principal sum of ______________________________ Dollars or the
aggregate unpaid principal amount of all Loans made by the Lender to the
Company pursuant to Article II of the Credit Agreement (as hereinafter
defined), in immediately available funds at the main office of The First
National Bank of Chicago in Chicago, Illinois, as Agent, together with interest
on the unpaid principal amount hereof at the rates and on the dates set forth
in the Credit Agreement. The Company shall pay the principal of and accrued and
unpaid interest on the Loans in full on the Termination Date.

       The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Loan and the date and amount of each principal
payment hereunder.

       This Note is one of the Notes issued pursuant to, and is entitled to the
benefits of, the Credit Agreement dated as of December 8, 1998 (which, as it
may be amended or modified and in effect from time to time, is herein called
the "Credit Agreement"), among the Company, the lenders party thereto,
including the Lender, and The First National Bank of Chicago, as Administrative
Agent, to which Credit Agreement reference is hereby made for a statement of
the terms and conditions governing this Note, including the terms and
conditions under which this Note may be prepaid or its maturity date
accelerated. Capitalized terms used herein and not otherwise defined herein are
used with the meanings attributed to them in the Credit Agreement.

                                       LAFARGE CORPORATION


                                       By:
                                          ----------------------------

                                       Title:
                                             -------------------------

                                       77
<PAGE>   84





                  SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL

                                       TO

                          NOTE OF LAFARGE CORPORATION

                            DATED ____________, ___

                Principal      Maturity        Principal
                Amount of     of Interest        Amount        Unpaid
    Date          Loan          Period            Paid         Balance
-------------------------------------------------------------------------




                                       78
<PAGE>   85


                                   EXHIBIT C

                           OPINION OF DAVID C. JONES,
                         VICE PRESIDENT - LEGAL AFFAIRS
                          AND SECRETARY OF THE COMPANY

                                                                        [Date]

To each of the Lenders party to
the Credit Agreement referred to
below and to The First National
Bank of Chicago, as Agent

Ladies and Gentlemen:

        As Vice President - Legal Affairs and Secretary for Lafarge
Corporation, a Maryland corporation (the "Company"), I have acted as counsel
for the Company in connection with the Credit Agreement dated as of December 8,
1998 (the "Credit Agreement") among the Company, the financial institutions
from time to time party thereto as Lenders and The First National Bank of
Chicago, as Administrative Agent. Unless otherwise defined herein, capitalized
terms defined in the Credit Agreement are used herein as therein defined.

       I have reviewed a copy of the Credit Agreement and the Notes and have
examined the Articles of Incorporation and by-laws of the Company and such
other corporate records, certificates, agreements and other documents as I
deemed necessary for the opinions hereinafter expressed.

       Based upon the foregoing and subject to the qualifications and
exceptions hereinafter set forth, I am of the opinion that:

       1.   The Company is duly incorporated, validly existing and in good
standing under the laws of the State of Maryland.

       2.   The Company is duly qualified to do business in the State of
Maryland and is duly qualified as a foreign corporation in each of the
jurisdictions set forth on Schedule 1 hereto, which jurisdictions, to the best
of my knowledge, are all of the jurisdictions in which the Company has a
significant business presence.

       3.   The execution, delivery and performance by the Company of the
Credit Agreement and the Notes are within the Company's corporate powers, have
been duly authorized by all necessary corporate action, require no action by or
in respect of, or filing with, any governmental body, agency or official and do
not contravene any provision of the Articles of Incorporation or by-

                                       79
<PAGE>   86

laws of the Company, or contravene or constitute a default under any provision
of applicable law or regulation or, to the best of my knowledge, of any
agreement, judgment, injunction, order, decree or other instrument binding upon
the Company or, except as permitted by the Credit Agreement, result in the
creation or imposition of any Lien on any asset of the Company or any of its
Subsidiaries.

       4.   The Credit Agreement constitutes the valid and binding agreement of
the Company and the Notes constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their respective
terms except to the extent that enforcement may be limited by applicable
bankruptcy, insolvency, reorganization or other similar laws affecting
creditors' rights generally and by equity principles (regardless of whether
enforcement is sought in equity or at law).

       5.   Except as set forth in the Company's Forms 10-K and 10-Q as filed
with the Securities and Exchange Commission for the fiscal year ended December
31, 1997 and the fiscal quarter ended September 30, 1998, respectively, there
is no action, suit or proceeding pending or, to the best of my knowledge,
threatened against or affecting the Company or any of its Subsidiaries before
any court or arbitrator or any governmental body, agency or official in which
there is a reasonable possibility of an adverse decision that could have a
Material Adverse Effect.

       The opinions expressed above are based in part upon the assumptions and
are subject to the exceptions, limitations and qualifications set forth below:

       (a) The foregoing opinions are limited in all respects to the laws of
    the Commonwealth of Virginia and, to the extent applicable, the Annotated
    Code of Maryland, Corporations and Associations (without regard to case
    law), with respect to the State of Maryland. I am licensed to practice law
    in the Commonwealth of Virginia and I am not an expert on, and, except for
    applicable federal law and the Maryland law referred to above, have not in
    connection with this opinion made any investigation of, the laws of any
    other jurisdiction. Insofar as this opinion relates to matters of Illinois
    law, I have, with your permission, relied upon the opinion dated
    ______________ of Sidley & Austin, special Illinois counsel for the Agent,
    a copy of which opinion has been delivered to you.

       (b) In rendering the opinion set forth in paragraph 4 above, I have
    assumed that (i) the Agent and each of the Lenders is duly authorized to
    and has executed and delivered the Credit Agreement and (ii) upon the
    execution and delivery of the Credit Agreement by the Agent and each of the
    Lenders, such agreement will constitute the valid and binding obligation of
    each of such parties.

       (c) In rendering the opinion set forth in paragraph 2 above as to the
    Company's qualification to do business and good standing in each state
    listed on Schedule 1 hereto, I have relied solely upon certificates of
    public officials of such states dated as of ___________, 1998 together with
    a certificate of an officer of the Company dated the date hereof as to the
    Company's continued qualification to do business and good standing in such
    states.


                                       80
<PAGE>   87

       (d) No opinion is expressed herein with respect to the securities laws
    of the United States or of any state or jurisdiction other than the
    Commonwealth of Virginia.

       (e) This opinion is limited to, and no opinion is implied or may be
    inferred beyond, the matters expressly stated herein.

       (f) This opinion is provided to you pursuant to Section 4.1 of the
    Credit Agreement and for no other purpose. This opinion is to be limited in
    its use to reliance by you in connection with the transactions contemplated
    by the Credit Agreement. In rendering their opinion referred to above,
    Sidley & Austin may rely on this opinion as if it were addressed to them.
    No other person or entity may rely upon any opinion set forth herein except
    with my prior written consent.

                                                  Respectfully submitted,



                                       81
<PAGE>   88

                                   SCHEDULE 1

                        STATES OF FOREIGN QUALIFICATION
                              LAFARGE CORPORATION


                       Illinois             1-28-88

                       Iowa                 1-15-91

                       Kansas               1-22-88

                       Michigan             1-21-88

                       Missouri             1-17-91

                       Ohio                 1-22-88

                       Pennsylvania         1-25-88

                       Washington           3-7-88



                                       82
<PAGE>   89





                                   EXHIBIT D

                          OPINION OF CANADIAN COUNSEL
                            FOR LAFARGE CANADA, INC.

                                                                     [Date]

To each of the Lenders party to
the Credit Agreement referred to
below and to The First National
Bank of Chicago, as Agent

Ladies and Gentlemen:

       As Director, Legal Services and Secretary of Lafarge Canada Inc., a
Canadian corporation (the "Corporation"), I have acted as counsel for the
Corporation in connection with the Credit Agreement dated as of December 8,
1998 (the "Credit Agreement"), among Lafarge Corporation, the financial
institutions from time to time party thereto as Lenders and The First National
Bank of Chicago, as Administrative Agent.

       I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such documents, corporate records, extra-provincial
licenses and other similar documents issued by governmental authorities and
other documents, and have conducted such other investigations of fact and law
as I have deemed necessary or advisable for purposes of this opinion.

       Upon the basis of the foregoing, I am of the opinion that:

       1)  the Corporation is duly incorporated, validly existing and in good
standing under the laws of Canada; and

       2)  the Corporation has all governmental licenses, authorizations,
consents and approvals required to carry on its business and is in good
standing in each province or other jurisdiction in which the nature of its
business or properties requires such qualification, except for those provinces
or jurisdictions in which the failure to be so qualified or be in good standing
could not reasonably be expected to have a Material Adverse Effect (as defined
in the Credit Agreement).

       In rendering this opinion, I am not purporting to opine as to any laws
other than the laws of the Province of Quebec and the federal laws of Canada
applicable therein in effect on the date hereof.

                                       83
<PAGE>   90

       This opinion is provided to you pursuant to Section 4.1 of the Credit
Agreement and for no other purpose. This opinion is to be limited and to be
used in reliance by you in connection with the transactions contemplated by the
Credit Agreement. No other person or entity may rely upon any opinion set forth
herein except with my prior written consent.


                                         Very truly yours,


                                         ------------------------------
                                         Alain Fredette
                                         Director, Legal Services
                                         and Secretary


                                       84
<PAGE>   91



                                   EXHIBIT E

                           OPINION OF SIDLEY & AUSTIN
                              COUNSEL TO THE AGENT

                                     [Date]

To each of the Lenders party to
the Credit Agreement referred to
below and to The First National
Bank of Chicago, as Agent

       Re:  Lafarge Corporation

Ladies and Gentlemen:

       We have acted as counsel to The First National Bank of Chicago, as
Administrative Agent, in connection with that certain Credit Agreement, dated
as of December 8, 1998 (the "Credit Agreement"), among Lafarge Corporation, a
Maryland corporation (the "Company"), the financial institutions from time to
time party thereto as Lenders and The First National Bank of Chicago, as
Administrative Agent. Capitalized terms used herein and not otherwise defined
are used as defined in the Credit Agreement.

       In connection with this opinion, we have examined and relied upon
originals or copies, certified or otherwise, of the following documents:

       (a)   the Credit Agreement;

       (b)   [the Notes]; and

       (c)   the opinion of even date herewith of David C. Jones, Vice
             President - Legal Affairs and Secretary of the Company (the
             "Opinion").

In our examination of the Credit Agreement [and the Notes], we have assumed the
authenticity of all such documents submitted to us as originals, the conformity
to authentic originals of all such documents submitted to us as copies, the
genuineness of all signatures, the due authorization, execution and delivery by
each of the parties executing such documents and such other legal and factual
assumptions as are described in the Opinion. We have also assumed the accuracy
of the legal conclusions set forth in the Opinion, except as to the matters on
which we expressly opine below. We have further assumed that the execution,
delivery and performance of the Credit Agreement [and


                                       85
<PAGE>   92
the Notes] by the Company (i) do not require any action by any governmental
agency or private party except for those which have been obtained, (ii) do not
violate any provision of law applicable to the and (iii) do not conflict with,
result in a breach of or constitute a default under any indenture, agreement,
or other instrument to which the Company or any of its Subsidiaries is a party
or by which any of them is bound.

       Based upon the foregoing assumptions and examination of documents and
upon such investigation as we have deemed necessary, and subject to the
qualifications set forth in subparagraphs (a) through (d) below, we are of the
opinion as of the date hereof that the Credit Agreement [and the Notes]
constitute[s] the legal, valid and binding obligation[s] of the Company
enforceable against the Company in accordance with [its] [their respective]
terms.

       Our opinion is expressly qualified as follows:

       (a)   Our opinion is subject to the effect of applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance and other laws affecting
creditors' rights generally and to the effect of general equitable principles
(whether considered in a proceeding in equity or at law). In applying such
principles, a court, among other things, might not allow a creditor to
accelerate maturity of a debt upon the occurrence of a default deemed
immaterial or for non-credit reasons or might decline to order a debtor to
perform covenants. Such principles applied by a court might include a
requirement that a creditor act with reasonableness and in good faith.
Furthermore, a court may refuse to enforce a covenant or any provision
providing for indemnification if and to the extent that it deems such covenant
or indemnification provision to be violative of applicable public policy.

       (b)   We render no opinion with respect to the enforceability of Section
12.2.3 of the Credit Agreement.

       (c)   Our opinions expressed are limited to the law of the State of
Illinois and the federal laws of the United States, and we do not express any
opinion herein concerning any other laws.

       (d)   We express no opinion as to the effect of the compliance or
noncompliance by the Agent or any of the Lenders with any federal or state laws
or regulations applicable to the Agent or any of the Lenders because of any
such entity's legal or regulatory status or the nature of such entity's
business or requiring the Agent or any of the Lenders to qualify to conduct
business in any jurisdiction.

       In rendering the Opinion, David C. Jones, Vice President - Legal Affairs
and Secretary of the Company, may rely on this opinion as if it were addressed
to him.

       The opinions expressed herein are being delivered to you as of the date
hereof and are solely for your benefit in connection with the transactions
contemplated in the Credit Agreement and,


                                       86

<PAGE>   93

except as set forth above, may not be relied on in any manner or for any
purpose by any other person, nor any copies published, communicated or
otherwise made available in whole or in part to any other person or entity
without our express prior written consent, except that you may furnish copies
thereof (1) to any party that becomes a Lender after the date hereof pursuant
to the Credit Agreement and to a prospective assignee of the Loans, (2) to your
independent auditors and attorneys, (3) upon the request of any state or
federal authority or official having regulatory jurisdiction over you, and (4)
pursuant to order or legal process of any court or governmental agency or in
any legal proceedings involving the Credit Agreement or this opinion. We do not
express any opinion, either implicitly or otherwise, on any issue not expressly
addressed above. The opinions expressed above are based solely on factual
matters in existence as of the date hereof and laws and regulations in effect
on the date hereof. We assume no obligation to revise or supplement this
opinion should such factual matters change or should such laws or regulations
be changed by legislative or regulatory action, judicial decision or otherwise.

                                          Very truly yours,

                                       87
<PAGE>   94


                                   EXHIBIT F

                 LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

To The First National Bank of Chicago,
as Administrative Agent (the "Agent")
under the Credit Agreement
described below

Re:    Credit Agreement dated as of December 8, 1998 (as the same may be
       amended or modified, the "Credit Agreement"), among Lafarge Corporation
       (the "Company"), the Lenders named therein and the Agent. Capitalized
       terms used herein and not otherwise defined herein shall have the
       meanings assigned thereto in the Credit Agreement.

       The Agent is specifically authorized and directed to act upon the
following standing money transfer instructions with respect to the proceeds of
Advances or other extensions of credit from time to time until receipt by the
Agent of a specific written revocation of such instructions by the Company,
provided, however, that the Agent may otherwise transfer funds as hereafter
directed in writing by the Company in accordance with Section 13.1 of the
Credit Agreement or based on any telephonic notice made in accordance with
Section 2.14 of the Credit Agreement.

Facility Identification Number(s)
                                 ---------------------------------------
Customer/Account Name
                     ---------------------------------------------------
Transfer Funds To
                 -------------------------------------------------------
For Account No.
               ---------------------------------------------------------
Reference/Attention To
                      --------------------------------------------------
Authorized Officer (Customer Representative)           Date
                                                           -------------

---------------------------------   ------------------------------------
       (Please Print)                             Signature


                                       88
<PAGE>   95



Bank Officer Name                  Date
                                       -----------------------------

---------------------------------   ----------------------------------
         (Please Print)                          Signature

   (Deliver Completed Form to Credit Support Staff For Immediate Processing)


                                       89
<PAGE>   96


                                   EXHIBIT G

                             COMPLIANCE CERTIFICATE

To:    The Lenders party to the
       Credit Agreement described below

       This Compliance Certificate (this "Certificate") is furnished pursuant
to that certain Credit Agreement dated as of December 8, 1998 among Lafarge
Corporation, the Lenders and The First National Bank of Chicago, as
Administrative Agent (as the same may be amended and in effect from time to
time, the "Credit Agreement"). Unless otherwise defined herein, capitalized
terms used in this Certificate have the meanings ascribed thereto in the Credit
Agreement.

       THE UNDERSIGNED HEREBY CERTIFIES THAT:

       1.  I am the duly elected or appointed ___________ of the Company;

       2. I have reviewed the terms of the Credit Agreement and I have made, or
have caused to be made under my supervision, a detailed review of the
transactions and conditions of the Company and its Consolidated Subsidiaries
during the accounting period covered by the attached financial statements;

       3. The examinations described in paragraph 2 did not disclose, and I
have no knowledge of, the existence of any condition or event which constitutes
a Default or Unmatured Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this
Certificate, except as set forth below; and

       4. Schedule I attached hereto sets forth financial data and computations
evidencing the Company's compliance with Sections 6.14 and 6.15 of the
Agreement, all of which data and computations are true, complete and correct.



                                       90
<PAGE>   97



       Described below are the exceptions, if any, to paragraph 3 by listing,
in detail, the nature of the condition or event, the period during which it has
existed and the action which the Company has taken, is taking, or proposes to
take with respect to each such condition or event:



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

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

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

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

       The foregoing certifications, together with the computations set forth
in Schedule I hereto and the financial statements delivered with this
Certificate in support hereof, are made and delivered this ____ day of
____________, _____.



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

                                       91
<PAGE>   98





                                    [SAMPLE]

                      SCHEDULE I TO COMPLIANCE CERTIFICATE

               Schedule of Compliance as of ___________, ____with
                    Provisions of Sections 6.14 and 6.15 of
                            of the Credit Agreement

A.   Leverage Ratio (Section 6.14).


     1.          Consolidated Total Debt                     $
                                                              ------------

     2.          Consolidated Net Worth                      $
                                                              ------------

     3.          Total Capitalization                        $
                 (Consolidated Debt +Consolidated Net Worth)  ------------


     4.          Ratio of Line 1 to Line 3                             %
                 (may not exceed 50%)                           -------


B.   Interest Coverage Ratio (Section 6.15)

     1.          Consolidated EBITDA for 12 month period     $
                 (pre-tax income (loss) + interest expense,   ------------
                 net of interest income + depreciation,
                 depletion and amortization)

     2.          Consolidated Interest Expense               $
                                                              ------------
     3.          Ratio of Line 1 to Line 2                         to 1.00
                 (may not be less than 3.00 to 1.00)         -----


                                       92