<PAGE>   1

                                                                  EXHIBIT 10.2.3

                                                                  EXECUTION COPY



                  AMENDMENT NO. 3 AND WAIVER (this "Amendment") dated as of July
8, 1999, among CR BRIGGS CORPORATION (the "Company"), a corporation organized
under the laws of the State of Colorado, the Lenders named on the signature
pages hereof, and PARIBAS, in its capacity as agent for the Lenders (the
"Agent").

                                   WITNESSETH

                  WHEREAS, the Company, the Lenders and the Agent have entered
into the Loan Agreement dated as of December 6, 1995 and amended as of April 8,
1998 and again as of August 19, 1998 (as amended, modified and supplemented from
time to time, the "Loan Agreement"), providing for certain Loans to be made to
the Company by the Lenders to finance the acquisition and construction of the
Project;

                  WHEREAS, Canyon Resources Corporation (the "Guarantor"), the
Company and the Agent have entered into the Guarantee, Equity Contribution and
Pledge Agreement dated as of December 6, 1995 and amended as of April 8, 1998
and again as of August 19, 1998 (as amended, modified and supplemented from time
to time, the "Guarantee Agreement"), in connection with the Loan Agreement;

                  WHEREAS, in connection with the proposed restructuring of the
Company's obligations under the Loan Agreement (and as further described in this
Amendment), the Company has agreed to use the proceeds of the liquidation of
certain Hedge Contracts to prepay a portion of the Company's Indebtedness;

                  WHEREAS, the Lenders have agreed to provide additional loans
to the Company in order to satisfy its working capital needs and other
expenditures approved by the Lenders on terms and conditions set forth below;

                  NOW, THEREFORE, the Company, the Guarantor, the Lenders and
the Agent wish to amend the Loan Agreement in certain respects, and accordingly,
the parties hereto hereby agree as follows:

         Section 1. Definitions. Terms used but not defined herein shall have
the respective meanings ascribed to such terms in the Loan Agreement.

         Section 2. Conditions Precedent. The agreements set forth in Section 3
of this Amendment shall be subject to the satisfactory completion, in the
Agent's sole opinion, of the following conditions:

              (a) The Company, the Guarantor and the Agent shall have entered
         into a waiver agreement relating to the Guarantee Agreement
         substantially in the form of Exhibit A hereto;

                                    Amendment

<PAGE>   2
                                      -2-


              (b) The Company shall have applied the proceeds received from the
         liquidation of certain Hedge Contracts in an aggregate amount of
         125,000 ounces (the "Liquidation Proceeds") to the prepayment of the
         Tranche A Gold Loan in the manner directed by the Agent; and

              (c) No Default, which is not otherwise being waived by the terms
         hereof, under the Loan Agreement shall have occurred and be continuing.

         Section 3. Amendments.

         3.01. Amendment to the Loan Agreement. (a) Section 1.01 of the Loan
Agreement is amended to include the following new definitions in the appropriate
alphabetical locations:

         "Hedge Period" shall mean the period commencing on January 1, 2000 and
ending on July 1, 2000 and each six calendar month period thereafter.

         "Monthly Payment Date" shall mean the last Banking Day of each calendar
month.

         "Net Cash Flow" shall mean, for any period, the excess of (a) the sum
of (i) cash from (used in) operations (calculated in accordance with GAAP in the
Company's statement of changes in financial position) and (ii) proceeds from
insurance and other non-operating sources over (b) the sum of (i) approved
capital expenditures as outlined in the most recently approved operating budget
and operating plan delivered pursuant to Section 8.01(b) hereof (except those
capital expenditures to be satisfied by disbursements under the Tranche E Capex
Loans) and (ii) Capital Lease Obligations.

         "New Hedge Contract" shall mean each Hedge Contract entered into on or
after June 21, 1999; provided, however, that the term "New Hedge Contract" shall
not be deemed to include any rollover or extension of, modification to,
confirmation under or replacement contract for any Hedge Contract entered into
prior to June 21, 1999.

         "New Hedge Party" shall mean on any date of determination, any party
(other than the Borrower) to one or more New Hedge Contracts (but only to the
extent that the financial institution acting as such New Hedge Party is also
then a Lender).

         "Tranche E Availability Period" shall mean the period from June 22,
1999 to but excluding the Tranche E Commitment Termination Date.

         "Tranche E Capex Commitment" shall mean the obligation of each Tranche
E Lender to make Tranche E Capex Loans in an aggregate Principal Amount at any
one time outstanding up to but not exceeding in the case of each Tranche E
Lender that is a signatory hereto, the amount set forth opposite its name on
Schedule I hereto under the caption "Tranche E Capex

                                    Amendment

<PAGE>   3
                                      -3-


Commitment" (in each case as the same is reduced by each Tranche E Capex Loan
made pursuant to Section 2.01(e) hereof or as may be reduced at any time or from
time to time pursuant to Section 2.03 or 9.02 hereof). At the date of this
Agreement, the aggregate amount of the Tranche E Capex Commitments of all
Tranche E Lenders is equal to U.S.$500,000.

                  "Tranche E Commitment" shall mean collectively, the Tranche E
Capex Commitment and the Tranche E W/C Commitment. At the date of this
Agreement, the aggregate amount of the Tranche E Commitments of all Tranche E
Lenders is equal to U.S.$600,000.

         "Tranche E Commitment Termination Date" shall mean December 31, 2000.

         "Tranche E Loans" shall have the meaning ascribed thereto in Section
2.01(e) hereof.

         "Tranche E Lenders" shall mean (i) on the date hereof, the Lenders
listed on Schedule I hereto under the caption Tranche E Lenders and (ii)
thereafter, the Lenders that are from time to time holders of the Tranche E
Loans, the Tranche E Notes and the Tranche E Commitments, after giving effect to
any assignments thereof permitted by Section 11.02(b) hereof.

         "Tranche E Notes" shall mean the promissory notes provided for by
Section 2.06(d) hereof substantially in the form of Appendix A-8 hereto and all
promissory notes delivered in substitution or exchange therefor.

         "Tranche E Principal Payment Date" shall mean the last Banking Day of
each of March, June, September and December.

                  "Tranche E W/C Commitment" shall mean the obligation of each
Tranche E Lender to make Tranche E W/C Loans in an aggregate Principal Amount at
any one time outstanding up to but not exceeding in the case of each Tranche E
Lender that is a signatory hereto, the amount set forth opposite its name on
Schedule I hereto under the caption "Tranche E W/C Commitment" (in each case as
the same is reduced by each Tranche E W/C Loan made pursuant to Section 2.01(e)
hereof or as may be reduced at any time or from time to time pursuant to Section
2.03 or 9.02 hereof). At the date of this Agreement, the aggregate amount of the
Tranche E W/C Commitments of all Tranche E Lenders is equal to U.S.$100,000.

         (b) The following definitions in Section 1.01 of the Loan Agreement are
amended as set forth below:

                  The definition of "Applicable Margin" is amended to read as
                         follows: "Applicable Margin" shall mean (a) with
                         respect to Tranche A Loans, until such time as the
                         Company's Future Debt Cover Ratio is equal to, or in
                         excess of 1.6 to 1, 2 3/8% per annum and after the
                         Company's Future Debt Cover Ratio is equal to, or in
                         excess of 1.6 to 1, 2 1/8%, (b) with respect to Tranche
                         B Loans and Tranche C Loans, 4 1/8% per annum, (c) with
                         respect to Tranche D Loans, 2 3/8% per annum and (d)
                         with respect to Tranche E Loans, 2 3/8% per annum."

                                    Amendment

<PAGE>   4
                                      -4-


                  The definition of "Commitments" is amended to read as
                         follows: "Commitments" shall mean collectively, the
                         Tranche A Commitments, the Tranche B Commitments, the
                         Tranche C Commitments, the Tranche D Commitments and
                         the Tranche E Commitments."

                  The definition of "Dollar Loans" is amended to read as
                         follows: "Dollar Loans" shall mean collectively,
                         Tranche A Dollar Loans, Tranche B Dollar Loans, Tranche
                         C Dollar Loans, Tranche D Loans and Tranche E Loans."

                  The definition of "Loans" is amended to read as follows:
                         "Loans" shall mean collectively, the Tranche A Loans,
                         Tranche B Loans, the Tranche C Loans, the Tranche D
                         Loans and the Tranche E Loans, to be made pursuant to
                         Section 2.01 hereof."

                  (i)    The definition of "Notes" is amended to read as
                         follows: "Notes" shall mean collectively, Tranche A
                         Notes, Tranche B Notes, Tranche C Notes, Tranche D
                         Notes and the Tranche E Notes."; and

                  (ii)   The definition of "Principal Payment Date" is amended
                         to read as follows: "Principal Payment Date" shall mean
                         collectively, Tranche A Principal Payment Dates,
                         Tranche B Principal Payment Dates, Tranche C Principal
                         Payment Dates, the Tranche D Principal Payment Date and
                         the Tranche E Principal Payment Date."

         (c) Section 2.01 of the Loan Agreement is amended to include Section
2.01(d) as follows:

                  "(e) Each Tranche E Lender severally agrees, on the terms and
         subject to the conditions of this Agreement, to make loans to the
         Borrower in Dollars during the Tranche E Availability Period in an
         aggregate Principal Amount not exceeding (i) such Tranche E Lender's
         Tranche E Capex Commitment ("Tranche E Capex Loans"), and (ii) such
         Tranche E Lender's Tranche E W/C Commitment ("Tranche E W/C Loans" and
         collectively with the Tranche E Capex Loans, the "Tranche E Loans"). No
         Tranche E Lender shall be obligated to make a Tranche E Loan unless and
         until each Tranche E Lender has received a Notice of Borrowing in
         substantially the form of Appendix N hereto."

          (d) Section 2.03(a) of the Loan Agreement is amended by inserting
after the term "Tranche D Commitments" in the fourth line thereof the phrase
"and Tranche E Commitments".

          (e) Section 2.03(b) of the Loan Agreement is amended by inserting as
the last

                                    Amendment


<PAGE>   5
                                      -5-


sentence thereof, the following text: "All Tranche E Commitments shall be
automatically reduced to zero on the Tranche E Commitment Termination Date."

         (f) Section 2.06(e) of the Loan Agreement is amended to be entitled
Section 2.06(f) and Section 2.06(f) of the Loan Agreement is amended to be
entitled Section 2.06(g).

         (g) Section 2.06 of the Loan Agreement is amended to include a new
Section 2.06(e) to read in its entirety as follows:

              "(e) The Tranche E Loans made by each Tranche E Lender shall be
         evidenced by a single promissory note of the Borrower in substantially
         the form of Appendix A-8 hereto, dated the date of the delivery of such
         Note to the Agent and payable to such Lender in a Principal Amount
         equal to the amount of its Tranche E Commitment as originally in
         effect, and otherwise duly completed."

          (h) Section 2.08 of the Loan Agreement is amended by deleting the word
"and" from the sixth line thereof and inserting in its place a comma and also
inserting after the term "Tranche C Commitment Termination Date" in the sixth
line thereof the phrase "and the Tranche E Commitment Termination Date."

          (i) Section 2.12 of the Loan Agreement is amended by deleting the word
"and" from the ninth line on page forty seven thereof and inserting in its place
a comma.

          (j) Section 2.12 of the Loan Agreement is amended by inserting after
the word "Converted)" in the twelfth line on page forty seven thereof the phrase
"and (D) after June 22, 1999, in the case of any Loan, on each Monthly Payment
Date."

          (k) Section 2.13 of the Loan Agreement is amended by deleting the word
"or" after the term "Tranche C Loans" in the eleventh line thereof and inserting
in its place a comma.

          (l) Section 2.13 of the Loan Agreement is amended by inserting after
the term "Tranche D Loans" in the eleventh line thereof the phrase "or Tranche E
Loans".

          (m) Section 2.13 of the Loan Agreement is amended by deleting the word
"or" after the term "Tranche C Loans" in the twelfth line thereof and inserting
in its place a comma.

          (n) Section 2.13 of the Loan Agreement is amended by inserting after
the term "Tranche D Loans" in the thirteenth line thereof the phrase "or Tranche
E Loans".

          (o) Section 2.17 of the Loan Agreement is amended by inserting after
the term "Except" in the first line thereof the phrase "in the case of Tranche E
Loans and".

          (p) Section 2.18 of the Loan Agreement is amended by deleting the word
"or" after the term "Tranche C Loans" in the seventeenth line thereof and
inserting in its place a comma.

                                    Amendment


<PAGE>   6
                                      -6-


         (q) Section 2.18 of the Loan Agreement is amended by inserting after
the term "Tranche D Loans" in the eighteenth line thereof the phrase "or Tranche
E Loans".

          (r) Section 2.18 of the Loan Agreement is amended by deleting the word
"and" after the term "Tranche C Loans" in the eighteenth line thereof and
inserting in its place a comma.

          (s) Section 2.18 of the Loan Agreement is amended by inserting after
the term "Tranche D Loans" in the nineteenth line thereof the phrase "and
Tranche E Loans".

          (t) Section 2.18 of the Loan Agreement is amended by inserting after
the words "Appendix M hereto" in the ninth line of page fifty one the following
text: ", provided further that each such notice of borrowing delivered in
respect of a Tranche E Loan will be substantially in the form of Appendix N
hereto."

          (u) Section 4.02(b) of the Loan Agreement is amended by deleting the
entire paragraph entitled "fourth" on page sixty-three and the paragraph
entitled "fifth" is amended to be entitled "fourth", the paragraph entitled
"sixth" is amended to be entitled "fifth", the paragraph entitled "seventh" is
amended to be entitled "sixth" and the paragraph entitled "eighth" is amended to
be entitled "seventh".

          (v) Section 8.01(c) of the Loan Agreement is amended by inserting
after the sentence ending with the word "difficulties." in the thirtieth line
thereof the language "Together with the Operating Reports required to be
delivered above, the Company shall deliver unaudited balance sheets of the
Borrower as of the close of such calendar month and unaudited statements of
income and expense and changes in financial position for each calendar month and
from the beginning of the then-current fiscal year to the close of each such
calendar month, prepared in accordance with GAAP and accompanied by a
certificate of the chief financial officer of the Borrower providing a
calculation of Net Cash Flow and the amount of Net Cash Flow available to make
Restricted Payments to the Guarantor and the aggregate amount of all such
Restricted Payments made in accordance with the provisions of Section 4.02(b)
hereof, as at such date."

          (w) Section 8.12(b) of the Loan Agreement is amended by deleting the
word "All" at the beginning of said Section in the first line thereof and
inserting in its place the word "The".

          (x) Section 8.12(b) of the Loan Agreement is amended by inserting
after the word "delivered" in the first line thereof the following language "in
March, June, September and December of each year".

          (y) Section 8.12(b) of the Loan Agreement is amended by inserting
after the words "period's expenditures" in the fifth line thereof the following
language ", on a per ounce basis,".

                                    Amendment

<PAGE>   7
                                      -7-


         (z) Schedule I to the Loan Agreement is hereby amended in its entirety
and replaced by the Schedule annexed to this Amendment.

         (aa) Schedule II to the Loan Agreement is hereby amended in its
entirety and replaced by the Schedule annexed to this Amendment.

         (bb) The Appendices to the Loan Agreement are hereby amended to include
Appendix A-8 entitled "Form of Note for Tranche E Loans" as annexed to this
Amendment and Appendix N entitled "Notice of Borrowing for Tranche E Loans" as
annexed to this Amendment.

         Section 4. Waiver. Subject to the satisfaction of the conditions
precedent specified in Section 2 above, but effective on and as of the date
hereof, the Lenders hereby waive (i) until January 1, 2001, the Company's
compliance with the mandatory prepayment mechanics Section 2.10(a) the Loan
Agreement, (ii) the Company's compliance with its obligation to maintain the
Debt Service Reserve Sub-Account in the fourth line of Section 4.01(a) on page
sixty of the Loan Agreement, (iii) until January 1, 2001, the Company's
compliance with its obligation not to make Restricted Payments unless the
conditions set forth in Sections 8.20(a) and 8.20(b)(ii) through 8.20(vi) on
pages one hundred eight and one hundred nine of the Loan Agreement have been
satisfied, (iv) until January 1, 2001, the Company's compliance with its
obligation to maintain the debt service coverage ratios in Section 8.28 on page
one hundred and thirteen of the Loan Agreement, (v) any Event of Default under
Section 9.01(c)(ii) of the Loan Agreement that has arisen directly as a result
of a failure by the Company to comply with its obligations with respect to
expenditures not exceeding 110% of the budget under Section 8.12(b) of the Loan
Agreement, (vi) any Event of Default under Section 9.01(c)(i) of the Loan
Agreement that has arisen directly as a result of a failure by the Company to
maintain an excess of aggregate current assets over aggregate current
liabilities in an amount greater than or equal to U.S. $2,500,000 as specified
in Section 8.26 of the Loan Agreement, (vii) any Event of Default under Section
9.01(c)(i) of the Loan Agreement that has arisen directly as a result of a
failure by the Company to maintain the required Hedge Contract obligations
specified in Section 8.27(b) of the Loan Agreement, (viii) any Event of Default
under Section 9.01(c)(i) of the Loan Agreement that has arisen directly as a
result of a failure to maintain the debt service coverage ratio covenants
specified in Section 8.28 of the Loan Agreement and (ix) any Event of Default
under Section 9.01(c)(ii) of the Loan Agreement that has arisen directly as a
result of a failure to comply with the Company's obligation to deliver annual
financial statements as set forth in Section 8.01(e) of the Loan Agreement.

         Section 5. Covenants.

         5.01 Loan Conversion. Upon the written request of the Majority Lenders,
the Company shall Convert all outstanding Gold Loans into Dollar Loans in
accordance with the terms of Section 2.07 of the Loan Agreement.

         5.02 Sale Agreements. The Company shall enter into one or more
agreements for the forward sale of approximately 40,000 ounces of Gold with a
term or terms commencing on

                                    Amendment


<PAGE>   8
                                      -8-


August 1, 1999 through December 31, 1999 with counterparties acceptable to the
Majority Lenders.


          5.03 Hedge Contracts. As soon as possible, but at least 45 days prior
to the commencement thereof, the Company shall enter into New Hedge Contracts,
allocated on a pro rata basis among the New Hedge Parties, covering 100% of
projected Gold production for each Hedge Period as estimated in accordance with
the Mining Plan required to be delivered under Section 8.01(b) (net of any
ounces scheduled to be delivered under the Gold Loans) and the Company shall
settle, post margin and deliver under each New Hedge Contract on a pro rata
basis among the New Hedge Parties.

          5.04 Restricted Payments. For the period commencing on June 1, 1999
through December 31, 2000, the Company shall only make Restricted Payments in
the form of a payment of principal or interest on Shareholder Loans or any other
amount payable with respect to the Shareholder Loans.

          Section 6. Limited Waiver and Special Covenant. For the period
commencing on June 1, 1999 through December 31, 2000, the obligations with
respect to transfers from the Proceeds Account under Section 4.02(b) of the Loan
Agreement shall be suspended. On and as of January 1, 2001, the Company's
obligations under Section 4.02(b) of the Loan Agreement shall be reinstated in
full as amended by the terms of this Amendment. During the period commencing on
June 1, 1999 and through December 31, 2000 the Company covenants as follows, as
if the same were fully incorporated into the text of the Loan Agreement:

                  "(b) Transfers from Proceeds Account. Subject to Section
         4.02(e) hereof, from and after the Start-up of Commercial Production
         the Agent shall transfer (or cause to be transferred), from the
         collected credit balance of the Proceeds Account (excluding Sub-
         Accounts thereof), the following amounts in the following order of
         priority (and no transfer at any such priority level shall be made on
         any day if any transfer remains to be made on such day at any higher
         priority level):

                           first, (a) to the Borrower, on the first Banking Day
                  of each calendar month (the "Certification Date"), the amount
                  certified by the Borrower to be the excess of (i) aggregate
                  Operating Costs then due and payable and anticipated to become
                  payable by the Borrower within the following 30 days over (ii)
                  the aggregate amount previously or concurrently transferred to
                  or as directed by the Borrower pursuant to this Agreement for
                  such purpose that remains unexpended;

                           (b) to the Borrower, on any Banking Day (other than
                  the first Banking Day) of any calendar month, the amount
                  certified by the Borrower to be equal to unanticipated
                  Operating Costs then due and payable and anticipated to be due
                  and payable prior to the first Banking Day of the following
                  month which were not included in the Borrower's certification
                  under clause (a) above and for the payment of which the
                  Borrower does not have any available funds, provided that

                                    Amendment

<PAGE>   9
                                      -9-


                  payment of such Operating Costs shall not cause the Borrower
                  to fail to be in compliance with Section 8.12(b) hereof and
                  the Borrower shall so certify to the Agent;

                           second, upon receipt by the Agent of a written
                  direction by the Majority Lenders directing the Agent to do so
                  pursuant to Section 5.02(d) hereof, to any insurer under any
                  insurance policy of the Borrower relating to the Project, the
                  amount of the premium then due and payable on such insurance
                  policy;

                           third, to the Lenders, on each Monthly Payment Date,
                  the amount of Interest Expense then due and payable (as
                  notified to the Agent by the Borrower or, so long as any
                  Potential Default has occurred and is continuing, by any
                  Lender);

                           fourth, to the Lenders, on each Payment Date, the
                  Principal Amount outstanding and any other amounts payable to
                  the Lenders under the Tranche E W/C Loans (as notified to the
                  Agent by the Borrower or, so long as any Potential Default has
                  occurred and is continuing, by any Lender);

                           fifth, on each Monthly Payment Date, to each Hedge
                  Party, an amount certified by the Borrower to be equal to the
                  aggregate of all margin calls under Hedge Contracts of such
                  Hedge Party during the period from the next preceding
                  Principal Payment Date;

                           sixth, on any Banking Day in any calendar month
                  following the date that all documentation required to be
                  delivered by the Borrower in such month under Section 8.01(c)
                  hereof has been received by the Lenders, to the Borrower's
                  Account for purposes of making Restricted Payments to the
                  Guarantor, any remaining Net Cash Flow or other amounts
                  remaining in the Proceeds Account (after application of funds
                  in accordance with this Section 4.02(b) on or prior to such
                  date and except to the extent such amounts are required to be
                  otherwise applied pursuant to this Agreement) up to an
                  aggregate cumulative amount not to exceed U.S. $1,600,000; and

                           seventh, on any Banking Day in any calendar month
                  following the date that all documentation required to be
                  delivered by the Borrower in such month under Section 8.01(c)
                  hereof has been received by the Lenders, 50% of any Net Cash
                  Flow remaining or other amounts remaining in the Proceeds
                  Account (after application of funds in accordance with this
                  Section 4.02(b) on or prior to such date and except to the
                  extent such amounts are required to be otherwise applied
                  pursuant to this Agreement) to the Lenders to make prepayments
                  on Principal of the Loans and the remaining 50% to the
                  Borrower's Account."

         Section 7. Documents Otherwise Unchanged. Except as herein provided,
the

                                    Amendment

<PAGE>   10
                                      -10-


Loan Agreement shall remain unchanged and in full force and effect, and each
reference to the Loan Agreement shall be a reference to the Loan Agreement as
amended hereby and as the same may be further amended, supplemented and
otherwise modified and in effect from time to time.

         Section 8. Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall be identical and all of which, when taken
together, shall constitute one and the same instrument, and any of the parties
hereto may execute this Amendment by signing any such counterpart.

         Section 9. Binding Effect. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.

         Section 10. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.

                                    Amendment


<PAGE>   11
                                      -11-


          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written.


                                        BORROWER

                                        CR BRIGGS CORPORATION



                                        By /s/ Gary C. Huber
                                           -------------------------------------
                                           Name: Gary C. Huber
                                           Title: Vice President

                                        AGENT

                                        PARIBAS
                                            as Agent



                                        By /s/ Grant Winton
                                           -------------------------------------
                                           Name: Grant Winton
                                           Title: Vice President

                                        LENDERS:

                                        PARIBAS



                                        By /s/ Grant Winton
                                           -------------------------------------
                                           Name: Grant Winton
                                           Title: Vice President

                                        By /s/ Donald Maley, Jr.
                                           -------------------------------------
                                           Name: Donald Maley, Jr.
                                           Title: Managing Director

                                    Amendment



<PAGE>   12
                                      -12-


                                        BAYERISCHE  HYPO- UND VEREINSBANK
                                        AG,
                                            NEW YORK BRANCH



                                        By /s/ Andrew G. Mathews
                                           -------------------------------------
                                           Name: Andrew G. Mathews
                                           Title: Managing Director

                                        By /s/ Bernd Schaefer
                                           -------------------------------------
                                           Name: Bernd Schaefer
                                           Title: Director

                                        NM ROTHSCHILD & SONS LIMITED



                                        By /s/ N.A. Wood
                                           -------------------------------------
                                           Name: Nicholas Wood
                                           Title: Assistant Director

                                        By /s/ R.E. Spencer
                                           -------------------------------------
                                           Name: Richard Spencer
                                           Title: Assistant Director




                                    Amendment

<PAGE>   13

                                                                      SCHEDULE I

                                   Commitments


<TABLE>
<CAPTION>
                                                     Tranche A
Tranche A Lenders:                                  Commitment:
------------------                                  -----------
<S>                                                <C>
Paribas                                              8,333,334
Bayerische Hypo- und Vereinsbank                     8,333,333
Rothschild                                           8,333,333
                                                   ===========
               Total Tranche A Commitments    U.S. $25,000,000
</TABLE>


<TABLE>
<CAPTION>
                                                     Tranche B
Tranche B Lenders:                                  Commitment:
-----------------                                   ----------
<S>                                                <C>
Paribas                                              1,666,668
Bayerische Hypo- und Vereinsbank                     1,666,666
Rothschild                                           1,666,666
                                                   ===========
               Total Tranche B Commitments    U.S. $ 5,000,000
</TABLE>


<TABLE>
<CAPTION>
                                                     Tranche C
Tranche C Lenders:                                  Commitment:
-----------------                                   ----------
<S>                                                <C>
Paribas                                              1,333,334
Bayerische Hypo- und Vereinsbank                     1,333,333
Rothschild                                           1,333,333
                                                   ===========
               Total Tranche C Commitments    U.S. $ 4,000,000
</TABLE>


<TABLE>
<CAPTION>
                                                     Tranche D
Tranche D Lenders:                                  Commitment:
-----------------                                   ----------
<S>                                                <C>
Paribas                                                333,334
Bayerische Hypo- und Vereinsbank                       333,333
Rothschild                                             333,333
                                                   ===========
               Total Tranche D Commitments    U.S. $ 1,000,000
</TABLE>


<TABLE>
<CAPTION>
                                                   Tranche E             Tranche E
             Tranche E Lenders:                Capex Commitment:      W/C Commitment
             -----------------                 ----------------       --------------
<S>                                            <C>                   <C>
Paribas                                             $  166,668            $  33,334
Bayerische Hypo- und Vereinsbank                    $  166,666            $  33,333
Rothschild                                          $  166,666            $  33,333
                                                    ==========            =========
               Total Tranche E Commitments     U.S. $  500,000       U.S. $ 100,000
</TABLE>




                                    Amendment


<PAGE>   14
                                      -2-


                    Applicable Lending Office for each Lender

Paribas                                                   787 Seventh Avenue
                                                 New York, New York  10019

Bayerische Hypo- und Vereinsbank                          150 East 42nd Street
                                                 New York, New York  10017-4679

Rothschild                                       New Court, St. Swithin's Lane
                                                 London EC4P 4DU
                                                 England


                                    Amendment


<PAGE>   15
                                      -3-


                                                                     SCHEDULE II

                              Amortization Schedule



<TABLE>
<CAPTION>
TRANCHE A AND E PRINCIPAL      % OF PRINCIPAL AMOUNT OF     % OF PRINCIPAL AMOUNT OF
      PAYMENT DATES              TRANCHE A LOANS TO BE        TRANCHE E LOANS TO BE
                                        REPAID                       REPAID

<S>                            <C>                           <C>
         first                          0%                            0%
         second                         0%                            0%
         third                          0%                            0%
         fourth                         0%                            0%
         fifth                          0%                            0%
         sixth                          0%                            0%
         seventh                   [12.5]%                       [12.5]%
         eighth                    [12.5]%                       [12.5]%
         ninth                     [12.5]%                       [12.5]%
         tenth                     [12.5]%                       [12.5]%
         eleventh                  [12.5]%                       [12.5]%
         twelfth                   [12.5]%                       [12.5]%
         thirteenth                [12.5]%                       [12.5]%
         fourteenth                [12.5]%                       [12.5]%
</TABLE>




                                    Amendment