<PAGE>   1
                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

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

                                CREDIT AGREEMENT


                                   dated as of


                               September 30, 1997


                   As Amended and Restated as of May 14, 1998


                                      among


                         HUNTSMAN PACKAGING CORPORATION,
                                   as Borrower


                   HUNTSMAN PACKAGING DE MEXICO, S.A. DE C.V.,
                               as Mexico Borrower


                            The Lenders Party Hereto


                                       and


                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent

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

                             CHASE SECURITIES INC.,
                                   as Arranger



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



<PAGE>   2



<TABLE>
<CAPTION>


                                                  TABLE OF CONTENTS


                                                                                                      Page
                                                                                                      ----


                                                      ARTICLE I

                                                     Definitions
 
<S>                                                                                                   <C>
SECTION 1.01.               Defined Terms.........................................................       2
SECTION 1.02.               Classification of Loans and
                              Borrowings..........................................................      35
SECTION 1.03.               Terms Generally ......................................................      35
SECTION 1.04.               Accounting Terms; GAAP; Treatment of
                              Unrestricted Subsidiaries...........................................      36
SECTION 1.05.               Certain Interim Financial
                              Calculations........................................................      36


                                                     ARTICLE II

                                                     The Credits

SECTION 2.01.               Commitments; Loans Outstanding on
                              Restatement Date....................................................      37
SECTION 2.02.               Loans and Borrowings..................................................      38
SECTION 2.03.               Requests for Borrowings...............................................      39
SECTION 2.04.               Swingline Loans.......................................................      40
SECTION 2.05.               Letters of Credit.....................................................      42
SECTION 2.06.               Funding of Borrowings.................................................      48
SECTION 2.07.               Interest Elections....................................................      48
SECTION 2.08.               Termination and Reduction of
                              Commitments.........................................................      50
SECTION 2.09.               Repayment of Loans; Evidence of Debt..................................      51
SECTION 2.10.               Amortization of Term Loans............................................      52
SECTION 2.11.               Prepayment of Loans...................................................      57
SECTION 2.12.               Fees..................................................................      60
SECTION 2.13.               Interest..............................................................      62
SECTION 2.14.               Alternate Rate of Interest............................................      63
SECTION 2.15.               Increased Costs.......................................................      63
SECTION 2.16.               Break Funding Payments................................................      65
</TABLE>



<PAGE>   3


<TABLE>



<S>                                                                                                   <C>
SECTION 2.17.               Taxes.................................................................      65
SECTION 2.18.               Payments Generally; Pro Rata Treatment;
                              Sharing of Setoffs..................................................      67
SECTION 2.19.               Mitigation Obligations; Replacement
                              of Lenders..........................................................      69
SECTION 2.20.               Extension of Revolving Maturity
                              Date................................................................      70


                                                           ARTICLE III

                                                  Representations and Warranties

SECTION 3.01.               Organization; Powers..................................................      71
SECTION 3.02.               Authorization; Enforceability.........................................      71
SECTION 3.03.               Governmental Approvals; No
                              Conflicts...........................................................      72
SECTION 3.04.               Financial Condition; No Material
                              Adverse Change......................................................      72
SECTION 3.05.               Properties............................................................      73
SECTION 3.06.               Litigation and Environmental
                              Matters.............................................................      74
SECTION 3.07.               Compliance with Laws and
                              Agreements..........................................................      74
SECTION 3.08.               Investment and Holding Company
                              Status..............................................................      74
SECTION 3.09.               Taxes.................................................................      74
SECTION 3.10.               ERISA.................................................................      75
SECTION 3.11.               Disclosure............................................................      75
SECTION 3.12.               Subsidiaries..........................................................      75
SECTION 3.13.               Insurance.............................................................      76
SECTION 3.14.               Labor Matters.........................................................      76
SECTION 3.15.               Solvency..............................................................      76
SECTION 3.16.               Security Documents....................................................      76
SECTION 3.17.               Federal Reserve Regulations...........................................      78
SECTION 3.18.               Existing Intercompany Indebtedness....................................      78
SECTION 3.19.               Agreements and Business Status as of
                              Effective Date......................................................      78
SECTION 3.20.               Year 2000.............................................................      78


                                                               i
</TABLE>

<PAGE>   4



<TABLE>



                                                           ARTICLE IV
 
                                                           Conditions

<S>                                                                                                   <C>
SECTION 4.01.               Restatement Date......................................................      79
SECTION 4.02.               Each Credit Event.....................................................      84


                                                            ARTICLE V

                                                       Affirmative Covenants

SECTION 5.01.               Financial Statements and Other
                              Information.........................................................      85
SECTION 5.02.               Notices of Material Events............................................      87
SECTION 5.03.               Information Regarding Collateral......................................      88
SECTION 5.04.               Existence; Conduct of Business........................................      88
SECTION 5.05.               Payment of Obligations................................................      88
SECTION 5.06.               Maintenance of Properties.............................................      88
SECTION 5.07.               Insurance.............................................................      89
SECTION 5.08.               Casualty and Condemnation.............................................      89
SECTION 5.09.               Books and Records; Inspection and
                              Audit Rights........................................................      90
SECTION 5.10.               Compliance with Laws..................................................      90
SECTION 5.11.               Use of Proceeds and Letters of
                              Credit..............................................................      91
SECTION 5.12.               Additional Subsidiaries...............................................      91
SECTION 5.13.               Further Assurances....................................................      92
SECTION 5.14.               Merger................................................................      93



                                                            ARTICLE VI

                                                        Negative Covenants

SECTION 6.01.               Indebtedness..........................................................      93
SECTION 6.02.               Certain Equity Securities.............................................      95
SECTION 6.03.               Liens.................................................................      95
SECTION 6.04.               Fundamental Changes...................................................      97


                                                                ii
</TABLE>

<PAGE>   5


<TABLE>



<S>                                                                                                   <C>
SECTION 6.05.               Investments, Loans, Advances,
                              Guarantees and Acquisitions.........................................      97
SECTION 6.06.               Asset Sales...........................................................     100
SECTION 6.07.               Sale and Lease-Back Transactions......................................     101
SECTION 6.08.               Hedging Agreements....................................................     101
SECTION 6.09.               Restricted Payments; Certain Payments
                              of Indebtedness.....................................................     102
SECTION 6.10.               Transactions with Affiliates..........................................     102
SECTION 6.11.               Restrictive Agreements................................................     103
SECTION 6.12.               Amendment of Material Documents.......................................     103
SECTION 6.13.               Capital Expenditures..................................................     104
SECTION 6.14.               Leverage Ratio........................................................     104
SECTION 6.15.               Interest Coverage Ratio...............................................     105
SECTION 6.16.               Minimum Net Worth.....................................................     105
SECTION 6.17.               Designated Senior Debt................................................     105



                                                         ARTICLE VII

                                                      Events of Default...........................     106


                                                         ARTICLE VIII

                                                  The Administrative Agent........................     109


                                                          ARTICLE IX

                                                        Miscellaneous

SECTION 9.01.               Notices...............................................................     112
SECTION 9.02.               Waivers; Amendments...................................................     113
SECTION 9.03.               Expenses; Indemnity; Damage
                              Waiver..............................................................     114
SECTION 9.04.               Successors and Assigns................................................     116
SECTION 9.05.               Survival..............................................................     120
SECTION 9.06.               Counterparts; Integration;
                              Effectiveness.......................................................     120
SECTION 9.07.               Severability..........................................................     121
SECTION 9.08.               Right of Setoff.......................................................     121


                                                             iii
</TABLE>

<PAGE>   6


<TABLE>



<S>                                                                                                   <C>
SECTION 9.09.               Governing Law; Jurisdiction; Consent
                              to Service of Process...............................................     121
SECTION 9.10.               WAIVER OF JURY TRIAL..................................................     122
SECTION 9.11.               Headings..............................................................     122
SECTION 9.12.               Confidentiality.......................................................     122
SECTION 9.13.               Conversion of Currencies..............................................     123
SECTION 9.14                Interest Rate Limitation..............................................     124
SECTION 9.15.               Release of Mexico Borrower............................................     125

</TABLE>





SCHEDULES:

Schedule 1.01(a)  --       Mortgaged Properties
Schedule 1.01(b)  --       Blessing Letters of Credit
Schedule 2.01     --       Commitments
Schedule 3.05     --       Owned or Leased Property
Schedule 3.12     --       Subsidiaries
Schedule 3.13     --       Insurance
Schedule 3.16(a)  --       Actions to Pledge Stock of Foreign
                             Subsidiaries
Schedule 3.16(d)  --       Mortgage Filing Offices
Schedule 3.19     --       Affiliate Agreements
Schedule 5.07     --       Insurance Levels
Schedule 6.01     --       Existing Indebtedness
Schedule 6.03     --       Existing Liens
Schedule 6.05     --       Existing Investments
Schedule 6.10     --       Affiliate Transactions
Schedule 6.11     --       Existing Restrictions


EXHIBITS:

Exhibit A         --       Form of Assignment and Acceptance
Exhibit B-1       --       Forms of Opinion of Borrower's Counsel
Exhibit B-2       --       Form of Opinion of Foreign Counsel
Exhibit B-3       --       Form of Opinion of Borrower's Utah Counsel
Exhibit B-4       --       Form of Opinion of Local Counsel
Exhibit C         --       Form of Guarantee Agreement
Exhibit D         --       Form of Indemnity, Subrogation and
                             Contribution Agreement
Exhibit E         --       Form of Pledge Agreement

                       

                                       iv

<PAGE>   7




Exhibit F         --       Form of Security Agreement



                                        v

<PAGE>   8


                                            CREDIT AGREEMENT dated as of
                           September 30, 1997, as amended and restated as of May
                           14, 1998, among HUNTSMAN PACKAGING CORPORATION, a
                           Utah corporation, HUNTSMAN PACKAGING DE MEXICO, S.A.
                           DE C.V., a Mexico corporation, the LENDERS party
                           hereto and THE CHASE MANHATTAN BANK, as
                           Administrative Agent.


                  The Borrower (such term and each other capitalized term used
but not defined in this preamble having the meaning assigned to such term in
Article I), through VA Acquisition Corp., a Delaware corporation and a Wholly
Owned Subsidiary (the "Acquisition Sub"), intends to acquire (the "Acquisition")
Blessings Corporation, a Delaware corporation ("Blessings"), for cash
consideration not exceeding $215,000,000 in the aggregate (the "Purchase Price")
pursuant to (a) a tender offer (the "Tender Offer") by the Borrower and the
Acquisition Sub for all the outstanding shares of Blessings' capital stock,
followed by (b) a merger (the "Merger") of Acquisition Sub with and into
Blessings pursuant to which (i) the surviving corporation will become a Wholly
Owned Subsidiary and (ii) all holders of shares of capital stock of Blessings
(other than those acquired pursuant to the Tender Offer) will be entitled to
receive cash consideration for their shares.

                  In connection therewith, the Borrower desires to amend and
restate the terms and provisions of the Credit Agreement dated as of September
30, 1997 (the "Original Credit Agreement"), among the Borrower, the existing
lenders thereunder (the "Existing Lenders") and the Administrative Agent, in the
form hereof in order, among other things, to permit the Acquisition, to provide
for the Additional Loans and to provide for the Mexico Term Loans to the Mexico
Borrower.

                  The Existing Lenders are willing to amend and restate the
Original Credit Agreement and the Tranche A Lenders, the Tranche B Lenders and
the Mexico Lenders are willing to extend such credit to the Borrower and the
Mexico


<PAGE>   9


                                                                               2


Borrower, in each case upon the terms and subject to the conditions set forth
herein. Accordingly, the parties hereto agree as follows:


                                    ARTICLE I

                                   Definitions

                  SECTION 1.01.  Defined Terms.  As used in this
Agreement, the following terms have the meanings specified
below:

                  "ABR", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.

                  "Acquisition" has the meaning set forth in the
preamble to this Agreement.

                  "Acquisition Agreement" means that certain Agreement and Plan
of Merger dated as of April 7, 1998, among Blessings, the Borrower and the
Acquisition Sub, entered into in connection with the Acquisition.

                  "Acquisition Documents" means all agreements (including the
Acquisition Agreement) and documents providing for or to be entered into in
connection with the Acquisition.

                  "Acquisition Sub" has the meaning set forth in the
preamble to this Agreement.

                  "Additional Loans" means the Mexico Term Loans, the
Tranche A Term Loans and the Tranche B Term Loans.

                  "Adjusted Consolidated Net Worth" means, as of any date, the
capital stock and additional paid-in capital of the Borrower plus retained
earnings (or minus accumulated deficit) of the Borrower, plus Excluded Charges,
all determined as of such date on a consolidated basis in accordance with GAAP
(except that such determination shall be made without taking into account
Unrestricted Subsidiaries).

                  "Adjusted LIBO Rate" means, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of


<PAGE>   10


                                                                               3


1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the
Statutory Reserve Rate.

                  "Administrative Agent" means The Chase Manhattan Bank, in its
capacity as administrative agent for the Lenders hereunder.

                  "Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

                  "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified. The
Borrower acknowledges that Richard Durham is an Affiliate of the Borrower. Each
of Jon M. Huntsman and Huntsman (and their respective Affiliates) shall be
deemed to be an Affiliate of the Borrower for purposes of Section 6.10.

                  "Alternate Base Rate" means, for any day, a rate per annum
equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base
CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate
in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due
to a change in the Prime Rate, the Base CD Rate or the Federal Funds Effective
Rate shall be effective from and including the effective date of such change in
the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate,
respectively.

                  "Applicable Percentage" means, with respect to any Revolving
Lender, the percentage of the total Revolving Commitments represented by such
Lender's Revolving Commitment. If the Revolving Commitments have terminated or
expired, the Applicable Percentages shall be determined based upon the Revolving
Commitments most recently in effect, giving effect to any assignments.

                  "Applicable Rate" means, for any day (a) with respect to a
Tranche B Term Loan, the applicable Tranche B Rate, (b) with respect to any ABR
Loan or Eurodollar Loan that is a Revolving Loan, an Original Term Loan, a
Mexico Term Loan or a Tranche A Term Loan, or with respect to the commitment
fees payable hereunder related to the Revolving Commitments, as the case may be,
the applicable rate per annum set forth below under the caption "ABR Spread",
"Eurodollar Spread" or "Commitment Fee Rate", as the case may be, based upon the


<PAGE>   11


                                                                               4


Leverage Ratio as of the most recent determination date; provided that until the
delivery to the Administrative Agent, pursuant to Section 5.01(b), of the
Borrower's consolidated financial statements for the Borrower's first full
fiscal quarter ending after the Effective Date, the "Applicable Rate" shall be
the applicable rate per annum set forth below in Category 1, and (c) with
respect to the commitment fees payable hereunder related to the Mexico Term
Commitments and the Tranche A Term Commitments, 0.50% per annum:
<TABLE>
<CAPTION>
=======================================================================================================
            Leverage Ratio                  ABR Spread       Eurodollar Spread      Commitment Fee Rate
-------------------------------------------------------------------------------------------------------
<S>                                         <C>              <C>                    <C>   
              Category 1
 Equal to or greater than 4.00 to 1.00        0.75%                2.00%                  0.500%
-------------------------------------------------------------------------------------------------------
              Category 2
Less than 4.00 to 1.00 but greater than 3.50
                to 1.00                       0.50%                1.75%                  0.400%
-------------------------------------------------------------------------------------------------------
              Category 3
Less than or equal to 3.50 to 1.00 but greater
           than 3.00 to 1.00                  0.25%                1.50%                  0.375%
-------------------------------------------------------------------------------------------------------
              Category 4
Less than or equal to 3.00 to 1.00 but greater
           than 2.50 to 1.00                  0.00%                1.25%                  0.350%
-------------------------------------------------------------------------------------------------------
              Category 4
  Less than or equal to 2.50 to 1.00          0.00%                1.00%                  0.300%
=======================================================================================================
</TABLE>


                  For purposes of the foregoing, (a) the Leverage Ratio shall be
determined as of the end of each fiscal quarter of the Borrower's fiscal year
based upon the Borrower's consolidated financial statements delivered pursuant
to Section 5.01(a) or (b) and (b) each change in the Applicable Rate resulting
from a change in the Leverage Ratio shall be effective during the period
commencing on and including the third day (such day, the "Applicable Rate
Determination Date") after the date of delivery to the Administrative Agent of
such consolidated financial statements indicating such change and ending on the
date immediately preceding the effective date of the next such change; provided
that the Leverage Ratio shall be deemed to be in Category 1 (i) at any time that
an Event of Default has occurred and is continuing or (ii) if the Borrower fails
to deliver the consolidated financial statements required to be delivered by it
pursuant to Section 5.01(a) or (b), during the period from the expiration of the
time for delivery thereof until such consolidated financial statements are
delivered.

                  "Approved Fund" means, with respect to any Lender that is a
fund that invests in commercial loans, any other fund that invests in commercial
loans and is managed or


<PAGE>   12


                                                                               5


advised by the same investment advisor as such Lender or by an Affiliate of such
investment advisor.

                  "Assessment Rate" means, for any day, the annual assessment
rate in effect on such day that is payable by a member of the Bank Insurance
Fund classified as "well-capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the Federal Deposit Insurance Corporation
for insurance by such Corporation of time deposits made in dollars at the
offices of such member in the United States; provided that if, as a result of
any change in any law, rule or regulation, it is no longer possible to determine
the Assessment Rate as aforesaid, then the Assessment Rate shall be such annual
rate as shall be determined by the Administrative Agent to be representative of
the cost of such insurance to the Lenders.

                  "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
in the form of Exhibit A or any other form approved by the Administrative Agent
and the Borrower.

                  "Base CD Rate" means the sum of (a) the Three-Month Secondary
CD Rate multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

                  "Blessings" has the meaning set forth in the preamble to this
Agreement.

                  "Blessings Letters of Credit" means the letters of credit
listed on Schedule 1.01(b).

                  "Board" means the Board of Governors of the Federal Reserve
System of the United States of America.

                  "Borrower" means Huntsman Packaging Corporation, a Utah
corporation.

                  "Borrower Amount" means, at any date, the sum of:

                  (a) the aggregate amount of Excess Cash Flow for each fiscal
         year of the Borrower completed prior to such date for which financial
         statements have been delivered pursuant to Section 5.01 (commencing
         with the fiscal year


<PAGE>   13


                                                                               6


         ending December 31, 1998), less the sum of (i) all prepayments of Term
         Borrowings required to be made pursuant to Section 2.11(c) and (ii) all
         reductions of Revolving Commitments required to be made pursuant to
         Section 2.08(c) in respect of such Excess Cash Flow; plus

                  (b) the aggregate Net Proceeds received by the Borrower after
         the Effective Date and prior to such date in respect of Prepayment
         Events described in clause (c) of the definition of "Prepayment Event",
         less the sum of (i) all prepayments of Term Borrowings required to be
         made pursuant to clause (ii) of Section 2.11(b) in respect of such Net
         Proceeds, (ii) all reductions of Revolving Commitments required to be
         made pursuant to Section 2.08(c) in respect of such Net Proceeds and
         (iii) any portion of such Net Proceeds reserved for a Permitted
         Acquisition as provided in clause (ii) of Section 2.11(e); minus

                  (c) the sum of all utilizations of the Borrower Amount
         pursuant to any provisions of this Agreement permitting utilization of
         the Borrower Amount.

Any provisions of this Agreement that permit an action to be taken by utilizing
the Borrower Amount shall be construed to permit such action only to the extent
that the Borrower Amount is a positive amount at that time.

                  "Borrowing" means (a) Loans of the same Class and Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect, or (b) a Swingline Loan.

                  "Borrowing Request" means a request by the Borrower or the
Mexico Borrower for a Borrowing in accordance with Section 2.03.

                  "Business Day" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that, when used in connection with a
Eurodollar Loan, the term "Business Day" shall also exclude any day on which
banks generally are not open for dealings in dollar deposits in the London
interbank market. For purposes of this Agreement "Pioneer Day" as recognized in
the State of Utah shall not be a Business Day.



<PAGE>   14


                                                                               7


                  "Capital Expenditures" means, for any period, without
duplication, (a) the additions to property, plant and equipment and other
capital expenditures of the Borrower and its Restricted Subsidiaries that are
(or would be) set forth in a consolidated statement of cash flows of the
Borrower and its Restricted Subsidiaries for such period prepared in accordance
with GAAP and (b) Capital Lease Obligations incurred by the Borrower and its
Restricted Subsidiaries during such period.

                  "Capital Lease Obligations" of any Person means the
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

                  "Cash Interest Expense" means, for any period, Consolidated
Interest Expense for such period excluding any portion thereof in respect of
interest not required to be paid in cash during such period or within one year
thereafter.

                  "CERCLA" means the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq.

                  "Change in Control" means, at any time, (a) prior to an IPO,
the failure by the Control Group to collectively own and control at least a
sufficient amount of the outstanding voting capital stock of the Borrower to
elect at least a majority of the Board of Directors of the Borrower; (b) after
an IPO, the acquisition of beneficial ownership, directly or indirectly, by any
Person or group (within the meaning of the Securities Exchange Act of 1934 and
the rules of the Securities and Exchange Commission thereunder as in effect on
the Effective Date) other than the Control Group, of shares representing more
than 35% of the aggregate ordinary voting power represented by the issued and
outstanding capital stock of the Borrower; (c) occupation of a majority of the
seats (other than vacant seats) on the board of directors of the Borrower by
Persons who were neither (i) nominated by members of the Control Group or the
board of directors of the Borrower nor (ii) appointed by directors so nominated;
(d) the acquisition of direct or indirect Control of the Borrower by any Person
or group other than the Control Group; or (e) after


<PAGE>   15


                                                                               8


the Merger and prior to the date that the Mexico Term Commitments have
terminated and all Mexico Term Loans have been fully repaid, the Mexico Borrower
ceases to be a Wholly Owned Subsidiary.

                  "Change in Law" means (a) the adoption of any law, rule or
regulation after the Effective Date, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the Effective Date or (c) compliance by any Lender or the
Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such
Lender or by such Lender's or the Issuing Bank's holding company, if any) with
any request, guideline or directive (whether or not having the force of law) of
any Governmental Authority made or issued after the Effective Date.

                  "Class", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
Revolving Loans, Original Term Loans, Mexico Term Loans, Tranche A Term Loans,
Tranche B Term Loans or Swingline Loans and, when used in reference to any
Commitment, refers to whether such Commitment is a Revolving Commitment, Mexico
Term Commitment, Tranche A Term Commitment or Tranche B Term Commitment.

                  "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

                  "Collateral" means any and all "Collateral", as defined in any
applicable Security Document.

                  "Collateral Agent" means The Chase Manhattan Bank, in its
capacity as collateral agent for the Secured Parties under the Security
Documents.

                  "Commitment" means a Revolving Commitment, Mexico Term
Commitment, Tranche A Term Commitment, Tranche B Term Commitment, or any
combination thereof (as the context requires).

                  "Consolidated EBITDA" means, for any period, Consolidated Net
Income for such period, plus, without duplication and to the extent deducted
from revenues in determining Consolidated Net Income, the sum of (a) the
aggregate amount of Consolidated Interest Expense for such period, (b) the
aggregate amount of letter of credit fees paid


<PAGE>   16


                                                                               9


during such period, (c) the aggregate amount of income tax expense for such
period, (d) all amounts attributable to depreciation and amortization for such
period, (e) all extraordinary charges and losses during such period and any
Excluded Charges during such period, (f) for the period ended December 31, 1997,
$9.5 million, (g) for the period ended March 31, 1998, $7.0 million, (h) for the
period ended June 30, 1998, $15.1 million, (i) for the period ended September
30, 1998, $10.0 million, (j) for the period ended December 31, 1998, $5.3
million and (k) for the period ended March 31, 1999, $2.7 million, and minus,
without duplication and to the extent added to revenues in determining
Consolidated Net Income for such period, all extraordinary gains during such
period, all as determined on a consolidated basis with respect to the Borrower
and the Restricted Subsidiaries in accordance with GAAP.

                  "Consolidated Interest Expense" means, for any period, the
interest expense, both expensed and capitalized (including the interest
component in respect of Capital Lease Obligations), accrued or paid by the
Borrower and the Restricted Subsidiaries during such period (net of payments
made or received under interest rate protection agreements), determined on a
consolidated basis in accordance with GAAP.

                  "Consolidated Net Income" means, for any period, net income or
loss of the Borrower and its Restricted Subsidiaries for such period determined
on a consolidated basis in accordance with GAAP, provided that there shall be
excluded (a) the income of any unconsolidated Subsidiary and any Person in which
any other Person (other than the Borrower or any of the Restricted Subsidiaries
or any director holding qualifying shares in compliance with applicable law or
any other third party holding a de minimus number of shares in order to comply
with other similar requirements) has a joint interest, except to the extent of
the amount of dividends or other distributions actually paid to the Borrower or
any of its Restricted Subsidiaries by such Person during such period, and (b)
the income (or loss) of any Person accrued prior to the date it becomes a
Restricted Subsidiary or is merged into or consolidated with the Borrower or any
of its Restricted Subsidiaries or the date that Person's assets are acquired by
the Borrower or any of its Restricted Subsidiaries.

                  "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the


<PAGE>   17


                                                                              10


ability to exercise voting power, by contract or otherwise. "Controlling" and
"Controlled" have meanings correlative thereto.

                  "Control Group" means Jon M. Huntsman, his spouse, direct
descendants and their spouses, immediate family, any entities that are
Controlled by any of the foregoing individuals and/or by a trust of the type
described hereafter, and/or any trusts solely for the benefit of any of the
foregoing.

                  "CT Film Acquisition" means the acquisition by the Borrower
from Huntsman Polymers Corporation (formerly known as Rexene Corporation) of all
or substantially all the assets comprising Huntsman Polymers Corporation's CT
Film Division.

                  "CT Film Acquisition Agreement" means the agreement or
agreements entered into in connection with the CT Film Acquisition.

                  "Default" means any event or condition that constitutes an
Event of Default or that upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.

                  "dollars" or "$" refers to lawful money of the United States
of America.

                  "Effective Date" means September 30, 1997, the date on which
the conditions specified in Section 4.01 of the Original Credit Agreement were
satisfied.

                  "Environmental Laws" means all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by or with any Governmental
Authority, relating in any way to the environment, preservation or reclamation
of natural resources, handling, treatment, storage, disposal, Release or
threatened Release of any Hazardous Material or to health and safety matters.

                  "Environmental Liability" means any liability, contingent or
otherwise (including, but not limited to, any liability for damages, natural
resource damage, costs of environmental remediation, administrative oversight
costs, fines, penalties or indemnities), of the Borrower or any Subsidiary
directly or indirectly resulting from or based upon


<PAGE>   18


                                                                              11


(a) violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

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

                  "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

                  "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by the Borrower or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of
any notice, or the receipt by any Multiemployer Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

                  "Eurodollar", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans


<PAGE>   19


                                                                              12


comprising such Borrowing, are bearing interest at a rate determined by
reference to the Adjusted LIBO Rate.

                  "Event of Default" has the meaning assigned to such term in
Article VII.

                  "Excess Cash Flow" means, for any period, the sum (without
duplication) of:

                  (a) Consolidated Net Income for such period, adjusted to
         exclude any gains or losses attributable to Prepayment Events; plus

                  (b) depreciation, amortization and other non-cash charges or
         losses deducted in determining such Consolidated Net Income for such
         period; plus

                  (c) the sum of (i) the amount, if any, by which Net Working
         Capital decreased during such period plus (ii) the amount, if any, by
         which the consolidated deferred revenues of the Borrower and its
         consolidated Restricted Subsidiaries increased during such period plus
         (iii) the aggregate principal amount of Capital Lease Obligations and
         other Indebtedness incurred during such period to finance Capital
         Expenditures and the investments referred to in clause (e) below, to
         the extent that mandatory principal payments in respect of such
         Indebtedness would not be excluded from clause (f) below when made;
         minus

                  (d) the sum of (i) any non-cash gains included in determining
         such Consolidated Net Income for such period plus (ii) the amount, if
         any, by which Net Working Capital increased during such period plus
         (iii) the amount, if any, by which the consolidated deferred revenues
         of the Borrower and its consolidated Restricted Subsidiaries decreased
         during such period; minus

                  (e) the sum of (i) Capital Expenditures for such period, (ii)
         cash consideration paid in respect of Permitted Acquisitions during
         such period, including cash generated by the issuance of Indebtedness,
         and (iii) investments made in cash, including cash generated by the
         issuance of Indebtedness, pursuant to clause (h) of Section 6.05 during
         such period; provided that amounts shall not be deducted pursuant to
         this clause (e) in determining Excess Cash Flow to the extent that such
         Capital Expenditures, Permitted Acquisitions or


<PAGE>   20


                                                                              13


         investments are made (A) by utilizing the Borrower Amount, (B) by
         utilizing Net Proceeds of an event that otherwise would be a
         "Prepayment Event" as provided in the proviso to the definition of
         "Prepayment Event" or (C) in reliance upon sub-clause (ii) of Section
         2.11(e); minus

                  (f) the aggregate principal amount of Indebtedness repaid or
         prepaid by the Borrower and its consolidated Restricted Subsidiaries
         during such period, excluding (i) Indebtedness in respect of Revolving
         Loans and Letters of Credit, (ii) Term Loans prepaid pursuant to
         Section 2.11(b) or (c), (iii) repayments or prepayments of Indebtedness
         financed by incurring other Indebtedness, to the extent that mandatory
         principal payments in respect of such other Indebtedness would,
         pursuant to this clause (f), be deducted in determining Excess Cash
         Flow when made, (iv) Indebtedness referred to in clauses (iii), (iv)
         and (ix) of Section 6.01 and (v) Indebtedness referred to in clauses
         (v), (vi) and (viii) of Section 6.01, to the extent but only to the
         extent that such Indebtedness was incurred by utilizing the Borrower
         Amount.

                  "Excluded Charges" means (a) the non-recurring charges to be
incurred in respect of the restructurings, plant closings or similar actions
expected to be taken in connection with the Borrower's facilities in Scunthorpe,
U.K., Birmingham, Alabama, Carrollton, Ohio, Dalton, Georgia, Clearfield, Utah,
Newport News, Virginia and Toronto, Ontario, Canada and the CT Film Acquisition,
and (b) any other such non-recurring charges incurred in respect of any
restructurings, plant closings or similar actions during the eighteen-month
period commencing on the Restatement Date, provided that the cash portion of
charges referred to in this clause (b) shall be limited to $8,000,000.

                  "Excluded Taxes" means, with respect to the Administrative
Agent, any Lender, the Issuing Bank or any other recipient of any payment to be
made by or on account of any obligation of the Borrower or Mexico Borrower
hereunder, (a) income or franchise taxes imposed on (or measured by) its net
income by the United States of America, or by the jurisdiction under the laws of
which such recipient is organized or in which its principal office is located
or, in the case of any Lender, in which its applicable lending office is
located, (b) any branch profits taxes imposed by the


<PAGE>   21


                                                                              14


United States of America or any similar tax imposed by any other jurisdiction in
which the Borrower or Mexico Borrower is located, (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Borrower under
Section 2.19(b)), any withholding tax that is imposed on amounts payable
hereunder, other than any withholding tax imposed by a Mexican taxing authority
payable with respect to the Mexico Term Loans, to such Foreign Lender at the
time such Foreign Lender becomes a party to this Agreement (or designates a new
lending office) or is attributable to such Foreign Lender's failure to comply
with Section 2.17(e), except to the extent that such Foreign Lender (or its
assignor, if any) was entitled, at the time of designation of a new lending
office (or assignment), to receive additional amounts from the Borrower or
Mexico Borrower with respect to such withholding tax pursuant to Section 2.17(a)
and (d) in the case of a Mexico Lender (other than an assignee pursuant to a
request by the Borrower or the Mexico Borrower under Section 2.19(b)), any Taxes
that are imposed on amounts payable hereunder to such Mexico Lender at the time
such Mexico Lender becomes a party to this Agreement (or designates a new
lending office, or before such Mexico Lender receives its first interest payment
under this Agreement) to the extent that such Taxes are imposed because such
Mexico Lender (i) does not qualify for the benefits (including interest and
limitation on benefits provisions) of an effective income tax treaty for the
avoidance of double tax between its country of residence and Mexico, (ii) is not
duly registered as a foreign financial institution with the Mexico Ministry of
Finance and Public Credit, (iii) will not be duly registered as a foreign
financial institution with the Mexican Ministry of Finance and Public Credit
prior to the first interest payment date, which in no event shall be sooner than
90 days after the Restatement Date or, in the case of an assignee, prior to the
date 90 days following the date of the related assignment and (iv) in the case
of a Mexico Lender that is organized under the laws of a United States
jurisdiction, or whose applicable lending office is located in the United
States, such Lender is not a bank or insurance company within the meaning of
Article 11(2)(a)(i) of the income tax treaty between the United States and
Mexico.

                  "Existing Blessings Indebtedness" means all Indebtedness of
Blessings and its subsidiaries as of the Restatement Date, together with accrued
interest, fees and other amounts due thereon.



<PAGE>   22


                                                                              15


                  "Existing Intercompany Indebtedness" means all Indebtedness
owed by the Borrower and its Subsidiaries to Huntsman and its subsidiaries
(other than the Borrower and its Subsidiaries), together with accrued interest
thereon.

                  "Existing Letters of Credit" means the following letters of
credit entered into by the Borrower and its Subsidiaries and outstanding as of
the Effective Date: (i) the Irrevocable Standby Letter of Credit dated July 30,
1996 issued by U.S. Bank of Utah in the amount of $378,000 to Huntsman United
Films Corporation on behalf of Old National Trust Company and (ii) the
Irrevocable Standby Letter of Credit dated December 16, 1996 issued by U.S. Bank
of Utah in the amount of $5,250,000 to Huntsman Packaging Corporation on behalf
of Fleet National Bank.

                  "Federal Funds Effective Rate" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.

                  "Financial Officer" means the chief financial officer,
principal accounting officer, treasurer or controller of the Borrower.

                  "Financing Transactions" means the transactions undertaken by
the Borrower in connection with the execution of the Original Credit Agreement.

                  "Foreign Assets" means the assets of or shares or other
ownership interests in the Foreign Subsidiaries.

                  "Foreign Lender" means any Lender that is organized under the
laws of a jurisdiction other than the United States of America, each State
thereof and the District of Columbia.

                  "Foreign Subsidiary" means any Subsidiary that is organized
under the laws of a jurisdiction other than the


<PAGE>   23


                                                                              16


United States of America or any State thereof or the District of Columbia.

                  "GAAP" means, subject to Section 1.04, generally accepted
accounting principles in the United States of America.

                  "Governmental Authority" means the government of the United
States of America, Mexico, any other nation or any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government.

                  "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided that the term "Guarantee" shall not include
endorsements for collection or deposit in the ordinary course of business.

                  "Guarantee Agreement" means the amended and restated Guarantee
Agreement, substantially in the form of Exhibit C, made by the Borrower and the
Subsidiary Loan Parties in favor of the Administrative Agent for the benefit of
the Secured Parties; provided, however, that neither Blessings nor any of its
subsidiaries shall be required to become a party to the Guarantee Agreement
prior to the Merger Date.

                  "Hazardous Materials" means all explosive or radioactive
substances or wastes and all hazardous or toxic


<PAGE>   24


                                                                              17


substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature regulated pursuant to any Environmental Law, including any
material listed as a hazardous substance under Section 101(14) of CERCLA.

                  "Hedging Agreement" means any interest rate protection
agreement, foreign currency exchange agreement, commodity price protection
agreement or other interest or currency exchange rate or commodity price hedging
arrangement.

                  "Huntsman" mean Huntsman Corporation, a Utah corporation.

                  "Immaterial Subsidiaries" mean, at any date, Restricted
Subsidiaries affected by one or more events described in clause (h), (i), (j) or
(k) of Article VII that (a) have (in the aggregate) consolidated assets
representing less than 5% of the consolidated assets of the Borrower and its
Restricted Subsidiaries as of such date, determined in accordance with GAAP, and
(b) had (in the aggregate) consolidated revenues and consolidated net income, in
each case for the period of four consecutive fiscal quarters of the Borrower
most recently ended as of such date for which financial statements have been
delivered pursuant to Section 5.01, representing less than 5% of the revenues
and consolidated net income, respectively, of the Borrower and its Restricted
Subsidiaries for such period, determined in accordance with GAAP; provided that
all Restricted Subsidiaries affected by events described in such clauses of
Article VII shall be consolidated for purposes of determining compliance with
clauses (a) and (b) above.

                  "Indebtedness" of any Person means, without duplication, (a)
all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (d) all obligations of
such Person in respect of the deferred purchase price of property or services
(excluding accounts payable incurred in the ordinary course of business that are
not overdue by more than 90 days, unless the payment thereof is being contested
in good faith), (e) all Indebtedness of others secured by (or for which the
holder of such


<PAGE>   25


                                                                              18


Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien on property owned or acquired by such Person, whether or not the
Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person
of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h)
all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty and (i) all obligations,
contingent or otherwise, of such Person in respect of bankers' acceptances. The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.
Notwithstanding the foregoing, "Indebtedness" shall not include (i) deferred
taxes or (ii) unsecured indebtedness of the Borrower or any Subsidiary to
finance insurance premiums in a principal amount not in excess of the casualty
and other insurance premiums to be paid by the Borrower or any Restricted
Subsidiary for a three-year period beginning on the date of any incurrence of
such indebtedness.

                  "Indemnified Taxes" means Taxes other than Excluded Taxes.

                  "Indemnity, Subrogation and Contribution Agreement" means the
amended and restated Indemnity, Subrogation and Contribution Agreement,
substantially in the form of Exhibit D, among the Borrower, the Subsidiary Loan
Parties and the Administrative Agent; provided, however, that neither Blessings
nor any of its subsidiaries shall be required to become a party to the
Indemnity, Subrogation and Contribution Agreement prior to the Merger Date.

                  "Interest Election Request" means a request by the Borrower or
the Mexico Borrower to convert or continue a Revolving Borrowing or Term
Borrowing in accordance with Section 2.07.

                  "Interest Payment Date" means (a) with respect to any ABR Loan
(other than a Swingline Loan), the last day of each March, June, September and
December, (b) with respect to any Eurodollar Loan, the last day of the Interest
Period applicable to the Borrowing of which such Loan is a part and, in the case
of a Eurodollar Borrowing with an Interest Period


<PAGE>   26


                                                                              19


of more than three months' duration, each day prior to the last day of such
Interest Period that occurs at intervals of three months' duration after the
first day of such Interest Period, and (c) with respect to any Swingline Loan,
the day that such Loan is required to be repaid.

                  "Interest Period" means, with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the Borrower may elect; provided, that (i) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period that commences on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of
the last calendar month of such Interest Period. For purposes hereof, the date
of a Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

                  "IPO" means the issuance by the Borrower of shares of its
common stock to the public pursuant to a bona fide underwritten public offering.

                  "Issuing Bank" means The Chase Manhattan Bank, in its capacity
as the issuer of Letters of Credit hereunder, and its successors in such
capacity as provided in Section 2.05(i) and such other financial institutions as
may become Issuing Banks as provided in Section 2.05(i). The Issuing Bank may,
in its discretion, arrange for one or more Letters of Credit to be issued by
Affiliates of the Issuing Bank, subject to the consent of the Borrower which
shall not be unreasonably withheld, in which case the term "Issuing Bank" shall
include any such Affiliate with respect to Letters of Credit issued by such
Affiliate. In the event that there is more than one Issuing Bank at any time,
references herein and in the other Loan Documents to the Issuing Bank shall be
deemed to refer to the Issuing Bank in respect of the applicable Letter of
Credit or to all Issuing Banks, as the context requires. Notwithstanding the
foregoing, (i) U.S. Bank National Association shall be deemed to be an Issuing
Bank with respect


<PAGE>   27


                                                                              20


to the Existing Letters of Credit issued by it and (ii) the applicable fronting
banks identified on Schedule 1.01(b) shall be deemed to be the Issuing Banks
with respect to Blessings Letters of Credit issued by such fronting banks, but
each shall not be obligated to issue any additional Letters of Credit except as
otherwise set forth in this Agreement.

                  "LC Availability Period" means the period from and including
the Effective Date to but excluding the earlier of (a) the date that is five
Business Days prior to the Revolving Maturity Date and (b) the date of
termination of the Revolving Commitments.

                  "LC Disbursement" means a payment made by the Issuing Bank
pursuant to a Letter of Credit.

                  "LC Exposure" means, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or
on behalf of the Borrower at such time. The LC Exposure of any Revolving Lender
at any time shall be its Applicable Percentage of the total LC Exposure at such
time.

                  "Lenders" means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance. Unless the context otherwise requires, the term
"Lenders" includes the Swingline Lender.

                  "Letter of Credit" means any letter of credit issued pursuant
to this Agreement. Each Existing Letter of Credit shall be deemed to constitute
a Letter of Credit issued hereunder on the Effective Date for all purposes of
the Loan Documents. Each Blessings Letter of Credit shall be deemed to
constitute a Letter of Credit issued hereunder at the time (not prior to the
Restatement Date) that the Borrower shall have requested that such Blessings
Letter of Credit be deemed to constitute a Letter of Credit issued hereunder and
the issuer thereof shall have consented thereto and shall have agreed to be
deemed to be an Issuing Bank hereunder with respect to such Blessings Letter of
Credit.

                  "Leverage Ratio" means, on any date, the ratio of (a) Total
Debt as of such date to (b) Consolidated EBITDA for the period of four
consecutive fiscal quarters of the Borrower


<PAGE>   28


                                                                              21


most recently ended as of such date, all determined on a consolidated basis in
accordance with GAAP.

                  "LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, the rate appearing on Page 3750 of the Telerate Service
(or on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered by the principal London office of the Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period.

                  "Lien" means, with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset, (b) the interest of a vendor or a lessor under
any conditional sale agreement, capital lease or title retention agreement (or
any financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

                  "Loan Documents" means this Agreement, the Guarantee
Agreement, the Indemnity, Subrogation and Contribution Agreement and the
Security Documents.

                  "Loan Parties" means the Borrower, the Mexico Borrower and the
Subsidiary Loan Parties; provided that the Mexico Borrower shall not be a "Loan
Party" for purposes of Articles V and VI.

                  "Loan Transactions" means the execution, delivery and
performance by each Loan Party of the Loan Documents to


<PAGE>   29


                                                                              22


which it is to be a party, the borrowing of Loans, the use of the proceeds
thereof and the issuance of Letters of Credit hereunder.

                  "Loans" means the loans made by the Lenders to the Borrower or
the Mexico Borrower pursuant to this Agreement.

                  "Margin Stock" shall have the meaning assigned to such term in
Regulation U.

                  "Material Adverse Effect" means a material adverse effect on
(a) the business, assets, results of operations, condition, financial or
otherwise, or prospects of the Borrower, the Restricted Subsidiaries, Blessings
and its subsidiaries, taken as a whole, (b) the ability of any Loan Party to
perform any of its obligations under any Loan Document or (c) the rights of or
benefits available to the Lenders under any Loan Document.

                  "Material Indebtedness" means Indebtedness (other than the
Loans and Letters of Credit), or obligations in respect of one or more Hedging
Agreements, of any one or more of the Borrower and its Restricted Subsidiaries
in an aggregate principal amount exceeding $7,500,000. For purposes of
determining Material Indebtedness, the "principal amount" of the obligations of
the Borrower or any Restricted Subsidiary in respect of any Hedging Agreement at
any time shall be the maximum aggregate amount (giving effect to any netting
agreements) that the Borrower or such Restricted Subsidiary would be required to
pay if such Hedging Agreement were terminated at such time.

                  "Merger" has the meaning set forth in the preamble to this
Agreement.

                  "Merger Date" means the date on which the Merger is
consummated.

                  "Merger Documents" means all agreements, documents and
instruments providing for or to be entered into in connection with the Merger.

                  "Mexico Borrower" means Huntsman Packaging de Mexico, S.A. de
C.V., a Mexico corporation. Following the consummation of the Merger, Huntsman
Packaging de Mexico, S.A. de C.V. shall be merged with and into ASPEN
Industrial, S.A. de C.V., a Mexico corporation and a Wholly Owned Subsidiary,




<PAGE>   30


                                                                              23


and thereafter any references herein to the Mexico Borrower shall refer to the
surviving corporation of such merger.

                  "Mexico Lender"  means a Lender with a Mexico Term
Commitment or an outstanding Mexico Term Loan.

                  "Mexico Term Commitment" means, with respect to each Mexico
Lender, the commitment, if any, of such Mexico Lender to make Mexico Term Loans
hereunder from time to time during the Tranche A Availability Period, expressed
as an amount representing the maximum aggregate principal amount of Mexico Term
Loans to be made by such Mexico Lender hereunder, as such Commitment may be (a)
reduced from time to time pursuant to Section 2.08 and (b) reduced or increased
from time to time pursuant to assignments by or to such Mexico Lender pursuant
to Section 9.04. The initial amount of each Mexico Lender's Mexico Term
Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance
pursuant to which such Mexico Lender shall have assumed its Mexico Term
Commitment, as applicable. The initial aggregate amount of the Mexico Lenders'
Mexico Term Commitments as of the Restatement Date is $45,000,000.

                  "Mexico Term Loan" has the meaning set forth in Section 2.01.

                  "Mexico Term Loan Maturity Date" means September 30, 2005.

                  "Moody's" means Moody's Investors Service, Inc.

                  "Mortgage" means a mortgage, deed of trust, assignment of
leases and rents, leasehold mortgage or other security document, including any
amendment thereto, granting a Lien on any Mortgaged Property to secure the
Obligations. Each Mortgage shall be satisfactory in form and substance to the
Collateral Agent.

                  "Mortgaged Property" means, initially, each parcel of real
property and the improvements thereto owned by a Loan Party and identified on
Schedule 1.01(a), and includes each other parcel of real property and
improvements thereto with respect to which a Mortgage is granted pursuant to
Section 5.12 or 5.13.

                  "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.


<PAGE>   31


                                                                              24


                  "Net Proceeds" means, with respect to any event (a) the cash
proceeds received by the Borrower and the Restricted Subsidiaries in respect of
such event including (i) any cash received in respect of any non-cash proceeds,
but only as and when received, (ii) in the case of a casualty, insurance
proceeds, and (iii) in the case of a condemnation or similar event, condemnation
awards and similar payments, net of (b) the sum of (i) all reasonable fees and
out-of-pocket expenses paid by the Borrower and the Restricted Subsidiaries to
third parties (other than to the Borrower or a Subsidiary) in connection with
such event, (ii) in the case of a sale, transfer or other disposition of an
asset (including pursuant to a sale and leaseback transaction or a casualty or
other insured damage or condemnation or similar proceeding), the amount of all
payments required to be made by the Borrower and the Restricted Subsidiaries as
a result of such event to repay Indebtedness (other than Loans) secured by such
asset or otherwise subject to mandatory prepayment as a result of such event,
and (iii) the amount of all taxes paid (or reasonably estimated to be payable)
by the Borrower and the Restricted Subsidiaries, and the amount of any reserves
established by the Borrower and the Restricted Subsidiaries to fund contingent
liabilities reasonably estimated to be payable, in each case during the year
that such event occurred or the next succeeding year and that are directly
attributable to such event (as determined reasonably and in good faith by the
chief financial officer of the Borrower). In the case of Net Proceeds
denominated in a currency other than dollars, the amount of such Net Proceeds
shall be the dollar equivalent thereof based upon the exchange rates prevailing
at the time.

                  "Net Working Capital" means, at any date, (a) the consolidated
current assets of the Borrower and its consolidated Restricted Subsidiaries as
of such date (excluding cash and Permitted Investments) minus (b) the
consolidated current liabilities of the Borrower and its consolidated Restricted
Subsidiaries as of such date (excluding current liabilities in respect of
Indebtedness). Net Working Capital at any date may be a positive or negative
number. Net Working Capital increases when it becomes more positive or less
negative and decreases when it becomes less positive or more negative.

                  "Obligations" has the meaning assigned to such term in the
Security Agreement.



<PAGE>   32


                                                                              25


                  "Original Credit Agreement" has the meaning set forth in the
preamble to this Agreement.

                  "Original Term Loan" means a Loan made on the Effective Date
as a "Term Loan" under and as defined in the Original Credit Agreement. The
initial amount of each Lender's outstanding Original Term Loans as of the
Restatement Date is set forth on Schedule 2.01. The initial aggregate amount of
Original Term Loans made on the Effective Date was $100,000,000.

                  "Original Term Loan Maturity Date" means September 30, 2005.

                  "Original Transaction Costs" means the fees and expenses
incurred by, or required to be reimbursed or paid by, the Borrower and its
Subsidiaries in connection with the Original Transactions.

                  "Original Transactions" means the Split-Off and the Financing
Transactions.

                  "Other Taxes" means any and all current or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

                  "PBGC" means the Pension Benefit Guaranty Corporation referred
to and defined in ERISA and any successor entity performing similar functions.

                  "Perfection Certificate" means a certificate in the form of
Annex 1 to the Security Agreement or any other form approved by the Collateral
Agent.

                  "Permitted Acquisition" means any acquisition (other than the
CT Film Acquisition) by the Borrower or a Restricted Subsidiary of the Borrower
of all or substantially all the assets of, or all the shares of capital stock of
or other equity interests in, a Person or division or line of business of a
Person if, immediately after giving effect thereto, (a) no Default has occurred
and is continuing or would result therefrom, (b) all transactions related
thereto are consummated in accordance with applicable laws, (c) each Subsidiary
formed for the purpose of or resulting from such


<PAGE>   33


                                                                              26


acquisition shall be a Restricted Subsidiary and all the capital stock of each
such Subsidiary shall be owned directly by the Borrower or a Restricted
Subsidiary of the Borrower and all actions required to be taken with respect to
such acquired or newly formed Subsidiary under Sections 5.12 and 5.13 have been
taken, (d) the Borrower and its Restricted Subsidiaries are in compliance, on a
pro forma basis after giving effect to such acquisition, with the covenants
contained in Sections 6.14, 6.15 and 6.16 recomputed as at the last day of the
most recently ended fiscal quarter of the Borrower for which financial
statements are available, as if such acquisition (and any related incurrence or
repayment of Indebtedness, with any new Indebtedness being deemed to be
amortized over the applicable testing period in accordance with its terms, and
assuming that any Revolving Loans borrowed in connection with such acquisition
are repaid with excess cash balances when available) had occurred on the first
day of each relevant period for testing such compliance and (e) the Borrower has
delivered to the Administrative Agent an officers' certificate to the effect set
forth in clauses (a), (b), (c) and (d) above, together with all relevant
financial information for the Person or assets to be acquired. For purposes of
determining pro forma compliance with the covenants referred to in clause (d)
above and for purposes of Section 1.05 as provided therein, the Borrower may
give effect to synergistic benefits anticipated to be realized in connection
with the proposed acquisition to the extent (but only to the extent) that the
Borrower would be permitted to give effect to such benefits in pro forma
financial statements to be filed with the SEC and prepared in accordance with
Article 11 of Regulation S-X under the Securities Exchange Act of 1934, as
amended, and the applicable interpretations of the SEC, in each case as in
effect on the Restatement Date. The Acquisition shall be deemed to be a
Permitted Acquisition for purposes of Section 1.05, but not for any other
purposes.

                  "Permitted Encumbrances" means:

                  (a) Liens imposed by law for taxes that are not yet
         due or are being contested in compliance with
         Section 5.05;

                  (b) carriers', warehousemen's, mechanics', materialmen's,
         processors', landlords', repairmen's and other like Liens imposed by
         law, arising in the ordinary course of business and securing
         obligations that are not


<PAGE>   34


                                                                              27


         overdue by more than 30 days or are being contested in
         compliance with Section 5.05;

                  (c) pledges and deposits made in the ordinary course of
         business in compliance with workers' compensation, unemployment
         insurance and other social security laws or regulations;

                  (d) deposits to secure the performance of bids, trade
         contracts, leases, statutory obligations, surety and appeal bonds,
         performance bonds and other obligations of a like nature, in each case
         in the ordinary course of business;

                  (e) judgment liens in respect of judgments that do not
         constitute an Event of Default under clause (k) of Article VII; and

                  (f) Liens disclosed on title policies delivered to the
         Administrative Agent prior to the Restatement Date in respect of any
         Mortgaged Property and easements, zoning restrictions, rights-of-way
         and similar encumbrances on real property imposed by law or arising in
         the ordinary course of business that do not secure any monetary
         obligations and do not materially detract from the value of the
         affected property or interfere with the ordinary conduct of business of
         the Borrower or any Subsidiary;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

                  "Permitted Investments" means (i) a marketable obligation,
maturing within two years after issuance thereof, issued or guaranteed by the
United States of America or an instrumentality or agency thereof, (ii) a
certificate of deposit or banker's acceptance, maturing within one year after
issuance thereof, issued by any Lender, or a national or state bank or trust
company or a European, Canadian or Japanese bank in each case having capital,
surplus and undivided profits of at least $100,000,000 and whose long-term
unsecured debt has a rating of "A" or better by S&P or A2 or better by Moody's
or the equivalent rating by any other nationally recognized rating agency
(provided that the aggregate face amount of all investments in certificates of
deposit or banker's acceptances issued by the principal offices of or branches
of such European or Japanese banks located outside the United States shall not
at an time exceed 33-1/3% of all investments


<PAGE>   35


                                                                              28


described in this definition), (iii) open market commercial paper, maturing
within 270 days after issuance thereof, which has a rating of A1 or better by
S&P or P1 or better by Moody's, or the equivalent rating by any other nationally
recognized rating agency, (iv) repurchase agreements and reverse repurchase
agreements with a term not in excess of one year with any financial institution
which has been elected a primary government securities dealer by the Federal
Reserve Board or whose securities are rated AA-or better by S&P or Aa3 or better
by Moody's or the equivalent rating by any other nationally recognized rating
agency relating to marketable direct obligations issued or unconditionally
guaranteed by the United States of America or any agency or instrumentality
thereof and backed by the full faith and credit of the United States of America,
(v) "Money Market" preferred stock maturing within six months after issuance
thereof or municipal bonds issued by a corporation organized under the laws of
any state of the United States, which has a rating of "A" or better by S&P or
Moody's or the equivalent rating by any other nationally recognized rating
agency and (vi) tax exempt floating rate option tender bonds backed by letters
of credit issued by a national or state bank whose long-term unsecured debt has
a rating of AA or better by S&P or Aa2 or better by Moody's or the equivalent
rating by any other nationally recognized rating agency.

                  "Permitted Mexico Indebtedness" means Indebtedness of the
Mexico Borrower for borrowed money that (a) is denominated in Mexico pesos, (b)
is supported by a Letter of Credit and (c) is in an aggregate principal amount
not exceeding $45,000,000 (based on exchange rates prevailing at the time such
Indebtedness is incurred).

                  "Person" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

                  "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA, Section 412
of the Code or Section 302 of ERISA, and in respect of which the Borrower or any
ERISA Affiliate is (or, if such plan were terminated, would under Section 4069
of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

                  "Pledge Agreement" means the amended and restated Pledge
Agreement, substantially in the form of Exhibit E,


<PAGE>   36


                                                                              29


among the Borrower, the Subsidiaries party thereto and the Collateral Agent for
the benefit of the Secured Parties; provided, however, that neither Blessings
nor any of its subsidiaries shall be required to become a party to the Pledge
Agreement prior to the Merger Date.

                  "Prepayment Event" means:

                  (a) any sale, transfer or other disposition (including
         pursuant to a sale and leaseback transaction) of any property or asset
         of the Borrower or any Restricted Subsidiary, other than (i)
         dispositions described in clauses (a), (b), (c), (d), (e) and (h) of
         Section 6.06 and (ii) other dispositions resulting in aggregate Net
         Proceeds not exceeding $5,000,000 during any fiscal year of the
         Borrower; or

                  (b) any casualty or other insured damage to, or any taking
         under power of eminent domain or by condemnation or similar proceeding
         of, any property or asset of the Borrower or any Restricted Subsidiary,
         other than such events resulting in aggregate Net Proceeds not
         exceeding $5,000,000 during any fiscal year of the Borrower; or

                  (c) the issuance by the Borrower or any Restricted Subsidiary
         of any equity securities, or the receipt by the Borrower or any
         Restricted Subsidiary of any capital contribution, other than (i) any
         such issuance of equity securities to, or receipt of any such capital
         contribution from, the Borrower or a Restricted Subsidiary and (ii) the
         issuance by the Borrower of equity securities to officers and directors
         of the Borrower and its Restricted Subsidiaries resulting in aggregate
         Net Proceeds not exceeding $5,000,000 during any fiscal year of the
         Borrower; or

                  (d) the incurrence (i) by the Borrower or any Restricted
         Subsidiary of any Indebtedness, other than Indebtedness permitted by
         Section 6.01, or (ii) of any Permitted Mexico Indebtedness;

provided that, with respect to any event described in clause (a) or (b) above,
if the Borrower shall deliver a certificate of a Financial Officer to the
Administrative Agent at the time of such event (i) setting forth the Borrower's
or a Restricted Subsidiary's intent to use the Net Proceeds of such event to
repair the assets that are the subject of such


<PAGE>   37


                                                                              30


event, or to use the Net Proceeds to acquire other assets to be used in a line
of business permitted under Section 6.04(b), in each case within 360 days of
receipt of such Net Proceeds, or, in the case of Net Proceeds resulting from the
disposition of Foreign Assets, to finance a Permitted Acquisition in the United
States or Canada within 540 days of receipt of such Net Proceeds and (ii)
certifying that no Default has occurred and is continuing, then such event shall
not constitute a Prepayment Event except to the extent the Net Proceeds
therefrom are not so used at the end of such 360-day or 540-day period, as
applicable, at which time such event shall be deemed a Prepayment Event with Net
Proceeds equal to the Net Proceeds so remaining unused; provided further that
(A) the provisions of the foregoing exception allowing Net Proceeds to be used
to finance Permitted Acquisitions in Canada shall be subject to the requirement
that all Subsidiaries resulting from any such Permitted Acquisitions must be
treated as Subsidiary Loan Parties for purposes of this Agreement and (B) the
Net Proceeds from the disposition of the capital stock of Huntsman Container
Company Limited and Huntsman Container Company France S.A. shall be deemed to
have been fully applied prior to the Restatement Date for the purposes described
in clause (i) above.

                  "Prime Rate" means the rate of interest per annum publicly
announced from time to time by The Chase Manhattan Bank as its prime rate in
effect at its principal office in New York City; each change in the Prime Rate
shall be effective from and including the date such change is publicly announced
as being effective.

                  "Purchase Price" has the meaning set forth in the preamble to
this Agreement.

                  "Register" has the meaning set forth in Section 9.04.

                  "Regulation U" shall mean Regulation U of the Board as from
time to time in effect and all official rulings and interpretations thereunder
or thereof.

                  "Regulation X" shall mean Regulation X of the Board as from
time to time in effect and all official rulings and interpretations thereunder
or thereof.

                  "Related Parties" means, with respect to any specified Person,
such Person's Affiliates and the respective


<PAGE>   38


                                                                              31


directors, officers, employees, agents and advisors of such Person and such
Person's Affiliates.

                  "Release" has the meaning set forth in Section 101(22) of
CERCLA.

                  "Required Lenders" means, at any time, Lenders having
Revolving Exposures, Term Loans and unused Commitments representing more than
50% of the sum of the total Revolving Exposures, outstanding Term Loans and
unused Commitments at such time.

                  "Restatement Date" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
9.02).

                  "Restatement Information Memorandum" means the Confidential
Information Memorandum dated April 1998 relating to the Borrower and the
Restatement Transactions.

                  "Restatement Transaction Costs" means the fees and expenses
incurred by, or required to be reimbursed or paid by, the Borrower and its
Subsidiaries in connection in the Restatement Transactions.

                  "Restatement Transactions" means the Acquisition (including
the Merger) and the Loan Transactions.

                  "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any shares of
any class of capital stock of the Borrower or any Restricted Subsidiary, or any
payment (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancelation or termination of any such shares of capital stock of
the Borrower or any Restricted Subsidiary or any option, warrant or other right
to acquire any such shares of capital stock of the Borrower or any Restricted
Subsidiary.

                  "Restricted Subsidiary" means any Subsidiary, including, on
and after the Restatement Date, Blessings and its subsidiaries (including the
Mexico Borrower), that is not an Unrestricted Subsidiary.

                  "Revolving Availability Period" means the period from and
including the Effective Date to but excluding the


<PAGE>   39


                                                                              32


                  earlier of the Revolving Maturity Date and the date of
termination of the Revolving Commitments.

                  "Revolving Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans and to acquire
participations in Letters of Credit and Swingline Loans hereunder, expressed as
an amount representing the maximum aggregate amount of such Lender's Revolving
Exposure hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.04. The initial amount
of each Lender's Revolving Commitment is set forth on Schedule 2.01 (as of the
Restatement Date), or in the Assignment and Acceptance pursuant to which such
Lender shall have assumed its Revolving Commitment, as applicable. The initial
aggregate amount of the Lenders' Revolving Commitments is $150,000,000.

                  "Revolving Exposure" means, with respect to any Lender at any
time, the sum of the outstanding principal amount of such Lender's Revolving
Loans and its LC Exposure and Swingline Exposure at such time.

                  "Revolving Lender" means a Lender with a Revolving Commitment
or, if the Revolving Commitments have terminated or expired, a Lender with
Revolving Exposure.

                  "Revolving Loan" has the meaning set forth in Section 2.01.

                  "Revolving Maturity Date" means September 30, 2004.

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

                  "SEC" means the Securities and Exchange Commission.

                  "Secured Parties" shall have the meaning assigned to such term
in the Security Agreement.

                  "Security Agreement" means the amended and restated Security
Agreement, substantially in the form of Exhibit F, among the Borrower, the
Subsidiary Loan Parties and the Collateral Agent for the benefit of the Secured
Parties; provided, however, that neither Blessings nor any of its


<PAGE>   40


                                                                              33


subsidiaries shall be required to become a party to the Security Agreement prior
to the Merger Date.

                  "Security Documents" means the Security Agreement, the Pledge
Agreement, the Mortgages and each other security agreement or other instrument
or document executed and delivered pursuant to Section 5.12 or 5.13 to secure
any of the Obligations.

                  "Senior Subordinated Note Documents" means the Senior
Subordinated Notes, the indenture under which the Senior Subordinated Notes are
issued and all other documents evidencing, guaranteeing or otherwise governing
the terms of the Senior Subordinated Notes.

                  "Senior Subordinated Notes" means (i) the senior subordinated
notes in an aggregate principal amount of $125,000,000 issued by the Borrower in
a Rule 144A offering (the "Initial Notes") and (ii) any senior subordinated
notes with substantially identical terms to the Initial Notes which are issued
in exchange for the Initial Notes following the issuance of the Initial Notes as
contemplated by the Senior Subordinated Note Documents.

                  "Split-Off" means the distribution of all the issued and
outstanding capital stock of the Borrower to Richard Durham, the Christena Karen
H. Durham Trust and Jon M. Huntsman in exchange for some or all of the capital
stock of Huntsman owned by such Persons.

                  "Split-Off Documents" means all agreements and documents
providing for or to be entered into in connection with the Split-Off.

                  "Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is
subject (a) with respect to the Base CD Rate, for new negotiable nonpersonal
time deposits in dollars of over $100,000 with maturities approximately equal to
three months and (b) with respect to the Adjusted LIBO Rate, for eurocurrency
funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of
the Board). Such reserve percentages shall include those imposed pursuant to
such


<PAGE>   41


                                                                              34


Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

                  "subsidiary" means, with respect to any Person (the "parent")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership,
association or other entity (a) of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (b) that is, as of
such date, otherwise Controlled, by the parent or one or more subsidiaries of
the parent or by the parent and one or more subsidiaries of the parent.

                  "Subsidiary" means any subsidiary of the Borrower.

                  "Subsidiary Loan Party" means any Restricted Subsidiary;
provided that a Foreign Subsidiary shall not be a Subsidiary Loan Party if the
Borrower would suffer adverse tax consequences if such Foreign Subsidiary were
to be a Subsidiary Loan Party.

                  "Swingline Exposure" means, at any time, the aggregate
principal amount of all Swingline Loans outstanding at such time. The Swingline
Exposure of any Lender at any time shall be its Applicable Percentage of the
total Swingline Exposure at such time.

                  "Swingline Lender" means The Chase Manhattan Bank, in its
capacity as lender of Swingline Loans hereunder.

                  "Swingline Loan" has the meaning set forth in Section 2.04.



<PAGE>   42


                                                                              35


                  "Taxes" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

                  "Tender Offer" has the meaning set forth in the preamble to
this Agreement.

                  "Term Commitment" means a Mexico Term Commitment, a Tranche A
Term Commitment or a Tranche B Term Commitment, or any combination thereof (as
the context requires).

                  "Term Loan Lender" means a Lender with a Term Commitment or an
outstanding Term Loan.

                  "Term Loans" means Original Term Loans, Mexico Term Loans,
Tranche A Term Loans or Tranche B Term Loans, or any combination thereof (as the
context requires).

                  "Term Sheet" means the Summary of Principal Terms and
Conditions included in the Restatement Information Memorandum.

                  "Three-Month Secondary CD Rate" means, for any day, the
secondary market rate for three-month certificates of deposit reported as being
in effect on such day (or, if such day is not a Business Day, the next preceding
Business Day) by the Board through the public information telephone line of the
Federal Reserve Bank of New York (which rate will, under the current practices
of the Board, be published in Federal Reserve Statistical Release H.15(519)
during the week following such day) or, if such rate is not so reported on such
day or such next preceding Business Day, the average of the secondary market
quotations for three-month certificates of deposit of major money center banks
in New York City received at approximately 10:00 a.m., New York City time, on
such day (or, if such day is not a Business Day, on the next preceding Business
Day) by the Administrative Agent from three negotiable certificate of deposit
dealers of recognized standing selected by it.

                  "Total Debt" means, as of any date of determination, without
duplication, the aggregate principal amount of Indebtedness of the Borrower and
the Restricted Subsidiaries outstanding as of such date, determined on a
consolidated basis in accordance with GAAP (other than the Indebtedness of the
type referred to in clause (h) of the definition of the


<PAGE>   43


                                                                              36


term "Indebtedness", except to the extent of any unreimbursed drawings
thereunder).

                  "Tranche A Availability Period" means the period from and
including the Restatement Date to and including the earlier of (a) the Merger
Date, (b) the date 120 days following the Restatement Date and (c) the date of
termination of the Mexico Term Commitments and the Tranche A Term Commitments.

                  "Tranche A Lender" means a Lender with a Tranche A Term
Commitment or an outstanding Tranche A Term Loan.

                  "Tranche A Term Commitment" means, with respect to each
Lender, the commitment, if any, of such Lender to make Tranche A Term Loans
hereunder from time to time during the Tranche A Availability Period, expressed
as an amount representing the maximum aggregate principal amount of Tranche A
Term Loans to be made by such Lender hereunder, as such Commitment may be (a)
reduced from time to time pursuant to Section 2.08 or (b) reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant to
Section 9.04. The initial amount of each Lender's Tranche A Term Commitment is
set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to
which such Lender shall have assumed its Tranche A Term Commitment, as
applicable. The initial aggregate amount of the Lenders' Tranche A Term
Commitments as of the Restatement Date is $140,000,000.

                  "Tranche A Term Loan" has the meaning set forth in Section
2.01.

                  "Tranche A Term Loan Maturity Date" means September 30, 2005.

                  "Tranche B Lender" means a Lender with a Tranche B Term
Commitment or an outstanding Tranche B Term Loan.

                  "Tranche B Rate" means (a) 2.25% per annum, in the case of a
Eurodollar Loan, and (b) 1.00% per annum, in the case of an ABR Loan; provided
that (i) if the Leverage Ratio as of the most recent determination date
(determined as provided in the definition of the term "Applicable Rate") is less
than 4.00 to 1.00, the Tranche B Rate will be (x) 2.00% per annum, in the case
of a Eurodollar Loan, and (y) 0.75%, in the case of an ABR Loan, and (ii) during
any period that the Leverage Ratio is deemed to be in Category 1 pursuant to the


<PAGE>   44


                                                                              37


proviso to the last sentence of the definition of the term "Applicable Rate",
the Tranche B Rate shall be determined without regard to clause (i) of this
proviso.

                  "Tranche B Term Commitment" means, with respect to each
Lender, the commitment, if any, of such Lender to make a Tranche B Term Loan
hereunder on the Restatement Date, expressed as an amount representing the
maximum principal amount of the Tranche B Term Loan to be made by such Lender
hereunder, as such Commitment may be reduced pursuant to Section 2.08. The
initial amount of each Lender's Tranche B Term Commitment is set forth on
Schedule 2.01. The initial aggregate amount of the Lenders' Tranche B Term
Commitments is $100,000,000.

                  "Tranche B Term Loan" has the meaning set forth in Section
2.01.

                  "Tranche B Term Loan Maturity Date" means June 30, 2006.

                  "Transactions" means the Restatement Transactions and the
Original Transactions.

                  "Type", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the
Alternate Base Rate.

                  "Unrestricted Subsidiary" means (a) any Subsidiary organized
after September 30, 1997, for the purpose of acquiring the stock or assets of
another Person or for start-up ventures or activities and designated as an
Unrestricted Subsidiary by the Borrower by notice to the Administrative Agent at
or prior to the time of its organization and (b) any Subsidiary of any
Unrestricted Subsidiary; provided that the Acquisition Sub shall not be an
Unrestricted Subsidiary. By notice to the Administrative Agent, the Borrower may
declare an Unrestricted Subsidiary to be a Restricted Subsidiary; provided that
(i) no Default has occurred and is continuing or would result from such
declaration and (ii) the representations and warranties of the Borrower herein
would be true and correct on and as of the date of such declaration (after
giving effect to such declaration). The Borrower may not declare a Restricted
Subsidiary to be an Unrestricted Subsidiary.


<PAGE>   45


                                                                              38


                  "Wholly Owned Subsidiary" means a Subsidiary of which
securities (except for directors' qualifying shares or other de minimus shares)
or other ownership interests representing 100% of the equity are at the time
owned, directly or indirectly, by the Borrower.

                  "Withdrawal Liability" means liability of the Borrower or any
ERISA Affiliate to a Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.

                  SECTION 1.02. Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class
and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings also may be
classified and referred to by Class (e.g., a "Revolving Borrowing") or by Type
(e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar
Revolving Borrowing").

                  SECTION 1.03. Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.


<PAGE>   46


                                                                              39


                  SECTION 1.04. Accounting Terms; GAAP; Treatment of
Unrestricted Subsidiaries. (a) Except as otherwise expressly provided herein,
all terms of an accounting or financial nature shall be construed in accordance
with GAAP, as in effect from time to time; provided that, if the Borrower
notifies the Administrative Agent that the Borrower requests an amendment to any
provision hereof to eliminate the effect of any change occurring after the date
hereof in GAAP or in the application thereof on the operation of such provision
(or if the Administrative Agent notifies the Borrower that the Required Lenders
request an amendment to any provision hereof for such purpose), regardless of
whether any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of
GAAP as in effect and applied immediately before such change shall have become
effective until such notice shall have been withdrawn or such provision amended
in accordance herewith.

                  (b) Except as otherwise expressly provided herein, all
accounting and financial calculations and determinations hereunder shall be made
without consolidating the accounts of Unrestricted Subsidiaries with those of
the Borrower or any Restricted Subsidiary, notwithstanding that such treatment
is inconsistent with GAAP.

                  SECTION 1.05. Certain Interim Financial Calculations. Prior to
September 30, 1998, solely for purposes of determining compliance with Sections
6.14 and 6.15 and for purposes of determining the Leverage Ratio, Consolidated
Net Income for the period of four consecutive fiscal quarters ended (a) December
31, 1997, shall be deemed to be equal to the product of (i) Consolidated Net
Income for the fiscal quarter ended December 31, 1997, multiplied by (ii) four,
(b) March 31, 1998, shall be deemed to be equal to the product of (i)
Consolidated Net Income for the two consecutive fiscal quarters ended March 31,
1998, multiplied by (ii) two and (c) June 30, 1998, shall be deemed to be equal
to the product of (i) Consolidated Net Income for the three consecutive fiscal
quarters ended June 30, 1998, multiplied by (ii) four-thirds. Related
calculations for Cash Interest Expense for the same periods shall be determined
in the same manner.

                  If a Permitted Acquisition occurs, then prior to the end of
the period of four consecutive fiscal quarters commencing with the fiscal
quarter during which such Permitted


<PAGE>   47


                                                                              40


Acquisition occurs (each such quarter hereinafter referred to as an "Acquisition
Fiscal Quarter"), solely for purposes of determining compliance with Sections
6.14 and 6.15 and for purposes of determining the Leverage Ratio, Consolidated
EBITDA for the trailing four fiscal quarters, calculated at the end of each of
the Acquisition Fiscal Quarters, shall equal the sum of (a) Consolidated EBITDA
for the trailing four fiscal quarters and (b) (i) with respect to the first
Acquisition Fiscal Quarter, Acquisition EBITDA multiplied by seven-eighths; (ii)
with respect to the second Acquisition Fiscal Quarter, Acquisition EBITDA
multiplied by five-eighths; (iii) with respect to the third Acquisition Fiscal
Quarter, Acquisition EBITDA, multiplied by three-eighths; and (iv) with respect
to the fourth Acquisition Fiscal Quarter, Adjusted EBITDA multiplied by
one-eighth.

                  For purposes of the immediately preceding paragraph,
"Acquisition EBITDA" means, the sum of (i) the consolidated EBITDA of the entity
or business acquired pursuant to the Permitted Acquisition for the four fiscal
quarters immediately preceding the date of effectiveness of the Permitted
Acquisition, calculated on the same basis as required in the definition of
"Consolidated EBITDA" as if calculated with respect to the Borrower but without
giving effect to clauses (f), (g) (h) and (i) and clause (e) to the extent of
Excluded Charges, and (ii) any synergistic benefits permitted to be realized
pursuant to the last sentence of the definition of "Permitted Acquisition".


                                   ARTICLE II

                                   The Credits

                  SECTION 2.01. Commitments; Loans Outstanding on Restatement
Date. (a) Subject to the terms and conditions set forth herein, each Lender
agrees (i) to make loans in dollars ("Mexico Term Loans") to the Mexico Borrower
from time to time during the Tranche A Availability Period in a principal amount
not exceeding its Mexico Term Commitment, (ii) to make loans in dollars
("Tranche A Term Loans") to the Borrower from time to time during the Tranche A
Availability Period in a principal amount not exceeding its Tranche A Term
Commitment, (iii) to make a loan in dollars (a "Tranche B Term Loan") to the
Borrower on the Restatement Date in the principal amount of its Tranche B Term
Commitment and (iv) to make loans in dollars ("Revolving Loans") to the Borrower
from


<PAGE>   48


                                                                              41


time to time during the Revolving Availability Period in an aggregate principal
amount that will not result in such Lender's Revolving Exposure exceeding such
Lender's Revolving Commitment (after giving effect to the application of any
proceeds being applied contemporaneously with the advance of such Revolving
Loans). Within the foregoing limits and subject to the terms and conditions set
forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.
Amounts repaid in respect of Term Loans may not be reborrowed.

                  (b) If the Merger occurs on the Restatement Date, then all
Mexico Term Loans and Tranche A Term Loans must be borrowed on the Restatement
Date. If the Merger does not occur on the Restatement Date, then (i) Mexico Term
Commitments and Tranche A Term Commitments will remain available after the
Restatement Date in an aggregate amount limited to (A) the portion of the total
Purchase Price to be paid on the Merger Date pursuant to the Acquisition
Agreement and (B) the amount of Existing Blessings Indebtedness to be repaid in
connection with the Restatement Transactions that is not required to be repaid
prior to the Merger and (ii) the balance of the Mexico Term Loans and Tranche A
Term Loans must be borrowed on the Restatement Date. If the Merger does not
occur on the Restatement Date, then all Borrowings of Mexico Term Loans and
Tranche A Term Loans made after the Restatement Date shall be made on not more
than one occasion during the remainder of the Tranche A Availability Period.

                  (c) All Original Term Loans and Revolving Loans outstanding
under the Original Credit Agreement on the Restatement Date shall remain
outstanding hereunder on the terms set forth herein.

                  SECTION 2.02. Loans and Borrowings. (a) Each Loan (other than
a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of
the same Class and Type made by the Lenders ratably in accordance with their
respective Commitments of the applicable Class. The failure of any Lender to
make any Loan required to be made by it shall not relieve any other Lender of
its obligations hereunder; provided that the Commitments of the Lenders are
several and no Lender shall be responsible for any other Lender's failure to
make Loans as required.

                  (b) Subject to Section 2.14, each Revolving Borrowing and Term
Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the
Borrower or Mexico


<PAGE>   49


                                                                              42


Borrower, as applicable, may request in accordance herewith. Each Swingline Loan
shall be an ABR Loan. Each Lender at its option may make any Eurodollar Loan by
causing any domestic or foreign branch or Affiliate of such Lender to make such
Loan; provided that any exercise of such option shall not affect the obligation
of the Borrower or Mexico Borrower, as applicable, to repay such Loan in
accordance with the terms of this Agreement and shall not result in any
increased costs under Section 2.15 or any obligation by the Borrower or Mexico
Borrower, as applicable, to make any payment under Section 2.17 in excess of the
amounts, if any, that such Lender would be entitled to claim under Section 2.15
or 2.17, as applicable, without giving effect to such change in lending office.

                  (c) At the commencement of each Interest Period for any
Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $5,000,000. At the time that
each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $500,000 and not less than $1,000,000;
provided that an ABR Revolving Borrowing may be in an aggregate amount that is
equal to the entire unused balance of the total Revolving Commitments or that is
equal to the amount required to finance the reimbursement of an LC Disbursement
as contemplated by Section 2.05(e). Each Swingline Loan shall be in an amount
that is an integral multiple of $10,000 and not less than $50,000. Borrowings of
more than one Type and Class may be outstanding at the same time; provided that
there shall not at any time be more than a total of 8 Eurodollar Borrowings
outstanding.

                  (d) Notwithstanding any other provision of this Agreement,
neither the Borrower nor the Mexico Borrower shall be entitled to request, or to
elect to convert or continue, any Borrowing if the Interest Period requested
with respect thereto would end after the Revolving Maturity Date, Original Term
Loan Maturity Date, Mexico Term Loan Maturity Date, Tranche A Term Loan Maturity
Date or Tranche B Term Loan Maturity Date, as applicable.

                  SECTION 2.03. Requests for Borrowings. To request a Revolving
Borrowing or Term Borrowing, the Borrower or Mexico Borrower, as applicable,
shall notify the Administrative Agent of such request by telephone (a) in the
case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time,
three Business Days before the date of the


<PAGE>   50


                                                                              43


proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 1:00
p.m., New York City time, one Business Day before the date of the proposed
Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall
be confirmed promptly by hand delivery or telecopy to the Administrative Agent
of a written Borrowing Request in a form approved by the Administrative Agent
and signed by the Borrower or Mexico Borrower, as applicable. Each such
telephonic and written Borrowing Request shall specify the following information
in compliance with Section 2.02:

                  (i) whether the requested Borrowing is to be a Revolving
         Borrowing, a Mexico Term Borrowing, a Tranche A Term Borrowing or a
         Tranche B Term Borrowing;

                  (ii) the aggregate amount of such Borrowing;

                  (iii) the date of such Borrowing, which shall be a Business
         Day;

                  (iv) subject to Section 2.02, whether such Borrowing is to be
         an ABR Borrowing or a Eurodollar Borrowing;

                  (v) in the case of a Eurodollar Borrowing, the initial
         Interest Period to be applicable thereto, which shall be a period
         contemplated by the definition of the term "Interest Period"; and

                  (vi) the location and number of the account to which funds are
         to be disbursed, which shall comply with the requirements of Section
         2.06.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Revolving Borrowing, then the Borrower or
Mexico Borrower, as applicable, shall be deemed to have selected an Interest
Period of one month's duration. Promptly following receipt of a Borrowing
Request in accordance with this Section, the Administrative Agent shall advise
each Lender of the details thereof and of the amount of such Lender's Loan to be
made as part of the requested Borrowing.

                  SECTION 2.04. Swingline Loans. (a) Subject to the terms and
conditions set forth herein, the Swingline Lender agrees to make loans
("Swingline Loans") to the Borrower from time to time during the Revolving
Availability Period, in an


<PAGE>   51


                                                                              44


aggregate principal amount at any time outstanding that will not result in (i)
the aggregate principal amount of outstanding Swingline Loans exceeding
$5,000,000 or (ii) the sum of the total Revolving Exposures exceeding the total
Revolving Commitments; provided that the Swingline Lender shall not be required
to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Swingline Loans.

                  (b) To request a Swingline Loan, the Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by telecopy), not
later than 1:00 p.m., New York City time, on the day of a proposed Swingline
Loan. Each such notice shall be irrevocable and shall specify the requested date
(which shall be a Business Day) and amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the Swingline Lender of any such
notice received from the Borrower. The Swingline Lender shall make each
Swingline Loan available to the Borrower by means of a credit to the general
deposit account of the Borrower with the Swingline Lender (or, in the case of a
Swingline Loan made to finance the reimbursement of an LC Disbursement as
provided in Section 2.05(e), by remittance to the Issuing Bank) by 2:00 p.m.,
New York City time, on the requested date of such Swingline Loan.

                  (c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 10:00 a.m., New York City time, on any
Business Day require the Revolving Lenders to acquire participations on such
Business Day in all or a portion of the Swingline Loans outstanding. Such notice
shall specify the aggregate amount of Swingline Loans in which Revolving Lenders
will participate. Promptly upon receipt of such notice, the Administrative Agent
will give notice thereof to each Revolving Lender, specifying in such notice
such Lender's Applicable Percentage of such Swingline Loan or Loans. Each
Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of
notice as provided above, to pay to the Administrative Agent, for the account of
the Swingline Lender, such Lender's Applicable Percentage of such Swingline Loan
or Loans. Each Revolving Lender acknowledges and agrees that its obligation to
acquire participations in Swingline Loans pursuant to this paragraph is absolute
and unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or reduction or
termination of the


<PAGE>   52


                                                                              45


Commitments, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever. Each Revolving Lender shall
comply with its obligation under this paragraph by making a wire transfer to the
Administrative Agent for the benefit of the Swingline Lender of immediately
available funds, in the same manner as provided in Section 2.06 with respect to
Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to
the payment obligations of the Revolving Lenders), and the Administrative Agent
shall promptly pay to the Swingline Lender the amounts so received by it from
the Revolving Lenders. The Administrative Agent shall notify the Borrower of any
participations in any Swingline Loan acquired pursuant to this paragraph, and
thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender. Any amounts received by
the Swingline Lender from the Borrower (or other party on behalf of the
Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender
of the proceeds of a sale of participations therein shall be promptly remitted
to the Administrative Agent; any such amounts received by the Administrative
Agent shall be promptly remitted by the Administrative Agent to the Revolving
Lenders that shall have made their payments pursuant to this paragraph and to
the Swingline Lender, as their interests may appear. The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve
the Borrower of any default in the payment thereof.

                  SECTION 2.05. Letters of Credit. (a) General. Subject to the
terms and conditions set forth herein, the Borrower may request the issuance of
Letters of Credit for its own account, in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time
during the LC Availability Period. In the event of any inconsistency between the
terms and conditions of this Agreement and the terms and conditions of any form
of letter of credit application or other agreement submitted by the Borrower to,
or entered into by the Borrower with, the Issuing Bank relating to any Letter of
Credit, the terms and conditions of this Agreement shall control.

                  (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if


<PAGE>   53


                                                                              46


arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Administrative Agent (reasonably in advance of the requested date
of issuance, amendment, renewal or extension) a notice requesting the issuance
of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, and specifying the date of issuance, amendment, renewal or
extension (which shall be a Business Day), the date on which such Letter of
Credit is to expire (which shall comply with paragraph (c) of this Section), the
amount of such Letter of Credit, the name and address of the beneficiary thereof
and such other information as shall be necessary to prepare, amend, renew or
extend such Letter of Credit. If requested by the Issuing Bank, the Borrower
also shall submit a letter of credit application on the Issuing Bank's standard
form in connection with any request for a Letter of Credit. A Letter of Credit
shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the LC Exposure shall not exceed $30,000,000
(plus an additional amount, not to exceed $45,000,000, to support Permitted
Mexico Indebtedness) and (ii) the total Revolving Exposures shall not exceed the
total Revolving Commitments.

                  (c) Expiration Date. Each Letter of Credit shall expire at or
prior to the close of business on the earlier of (i) the date one year after the
date of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is five Business Days prior to the Revolving Maturity Date.

                  (d) Participations. By the issuance of a Letter of Credit (or
an amendment to a Letter of Credit increasing the amount thereof) and without
any further action on the part of the Issuing Bank or the Lenders, the Issuing
Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal
to such Lender's Applicable Percentage of the aggregate amount available to be
drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to
pay to the Administrative Agent, for the account of the Issuing Bank, such
Lender's Applicable Percentage of each LC Disbursement made by the Issuing Bank


<PAGE>   54


                                                                              47


and not reimbursed by the Borrower on the date due as provided in paragraph (e)
of this Section, or of any reimbursement payment required to be refunded to the
Borrower for any reason. Each Lender acknowledges and agrees that its obligation
to acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

                  (e) Reimbursement. If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such
LC Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 noon, New York City time, on the date that
such LC Disbursement is made, if the Borrower shall have received notice of such
LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if
such notice has not been received by the Borrower prior to such time on such
date, then not later than 12:00 noon, New York City time, on (i) the Business
Day that the Borrower receives such notice, if such notice is received prior to
10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day
immediately following the day that the Borrower receives such notice, if such
notice is not received prior to such time on the day of receipt; provided that,
if the Borrower does not otherwise elect by notice to the Administrative Agent
to make such payment, the Borrower shall be deemed to have requested in
accordance with Section 2.03 (but without regard to the minimum borrowing
amounts specified in Section 2.02) that such LC Disbursement be financed with an
ABR Revolving Borrowing in an amount equal to such LC Disbursement, the
Administrative Agent shall notify the Revolving Lenders thereof, the Revolving
Lenders shall (subject to the conditions to borrowing herein) advance their
respective ABR Revolving Loans (which shall be applied to reimburse such LC
Disbursement) and, to the extent such ABR Revolving Loans are so advanced and
applied, the Borrower's obligation to make such payment shall be discharged and
replaced by the resulting ABR Revolving Loans. If and to the extent that the
Borrower's obligation to make such payment is not fully discharged and replaced
by ABR Revolving Loans as aforesaid (whether as a result of the failure to
satisfy any condition to borrowing or otherwise) and if the Borrower otherwise
fails to make such


<PAGE>   55


                                                                              48


payment when due, the Administrative Agent shall notify each Revolving Lender of
the applicable LC Disbursement, the payment then due from the Borrower in
respect thereof and such Lender's Applicable Percentage thereof. Promptly
following receipt of such notice, each Revolving Lender shall pay to the
Administrative Agent its Applicable Percentage of the payment then due from the
Borrower, in the same manner as provided in Section 2.06 with respect to Loans
made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the
payment obligations of the Revolving Lenders), and the Administrative Agent
shall promptly pay to the Issuing Bank the amounts so received by it from the
Revolving Lenders. Promptly following receipt by the Administrative Agent of any
payment from the Borrower pursuant to this paragraph, the Administrative Agent
shall distribute such payment to the Issuing Bank or, to the extent that
Revolving Lenders have made payments pursuant to this paragraph to reimburse the
Issuing Bank, then to such Lenders and the Issuing Bank as their interests may
appear. Any payment made by a Revolving Lender pursuant to this paragraph to
reimburse the Issuing Bank for any LC Disbursement (other than the funding of
ABR Revolving Loans as contemplated above) shall not constitute a Loan and shall
not relieve the Borrower of its obligation to reimburse such LC Disbursement.

                  (f) Obligations Absolute. The Borrower's obligation to
reimburse LC Disbursements as provided in paragraph (e) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder. Neither
the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their
Related Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of


<PAGE>   56


                                                                              49


any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from
causes beyond the control of the Issuing Bank; provided that nothing in this
Section 2.05 shall be construed to excuse the Issuing Bank from liability to the
Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused by
the Issuing Bank's failure to exercise care when determining whether drafts and
other documents presented under a Letter of Credit comply with the terms
thereof. The parties hereto expressly agree that, in the absence of gross
negligence or wilful misconduct on the part of the Issuing Bank, the Issuing
Bank shall be deemed to have exercised care in each such determination. In
furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented that appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.

                  (g) Disbursement Procedures. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC
Disbursement.

                  (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such


<PAGE>   57


                                                                              50


LC Disbursement is made, the unpaid amount thereof shall bear interest, for each
day from and including the date such LC Disbursement is made to but excluding
the date that the Borrower reimburses such LC Disbursement, at the rate per
annum then applicable to ABR Revolving Loans; provided that, if the Borrower
fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of
this Section, then Section 2.13(c) shall apply. Interest accrued pursuant to
this paragraph shall be for the account of the Issuing Bank, except that
interest accrued on and after the date of payment by any Revolving Lender
pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be
for the account of such Lender to the extent of such payment.

                  (i) Replacement of the Issuing Bank; Additional Issuing Banks.
The Issuing Bank may be replaced at any time by written agreement among the
Borrower, the Administrative Agent, the replaced Issuing Bank and the successor
Issuing Bank. One or more Lenders may be appointed as additional Issuing Banks
by written agreement among the Borrower, the Administrative Agent (whose consent
will not be unreasonably withheld) and the Lender that is to be so appointed.
The Administrative Agent shall notify the Lenders of any such replacement of the
Issuing Bank or any such additional Issuing Bank. At the time any such
replacement shall become effective, the Borrower shall pay all unpaid fees
accrued for the account of the replaced Issuing Bank pursuant to Section
2.12(b). From and after the effective date of any such replacement, (i) the
successor Issuing Bank shall have all the rights and obligations of the Issuing
Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein to the term "Issuing Bank" shall be deemed
to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the
replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain
a party hereto and shall continue to have all the rights and obligations of an
Issuing Bank under this Agreement with respect to Letters of Credit issued by it
prior to such replacement, but shall not be required to issue additional Letters
of Credit. If at any time there is more than one Issuing Bank hereunder, the
Borrower may, in its discretion, select which Issuing Bank is to issue any
particular Letter of Credit.

                  (j) Cash Collateralization. If any Event of Default shall
occur and be continuing, on the Business Day


<PAGE>   58


                                                                              51


that the Borrower receives notice from the Administrative Agent or the Required
Lenders (or, if the maturity of the Loans has been accelerated, Revolving
Lenders with LC Exposure representing greater than 50% of the total LC Exposure)
demanding the deposit of cash collateral pursuant to this paragraph, the
Borrower shall deposit in an account with the Administrative Agent, in the name
of the Administrative Agent and for the benefit of the Lenders, an amount in
cash equal to 105% of the LC Exposure as of such date plus any accrued and
unpaid interest thereon; provided that the obligation to deposit such cash
collateral shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon
the occurrence of any Event of Default with respect to the Borrower described in
clause (h) or (i) of Article VII. Each such deposit shall be held by the
Administrative Agent as collateral for the payment and performance of the
obligations of the Borrower under this Agreement. The Administrative Agent shall
have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Other than any interest earned on the investment
of such deposits, which investments shall be made at the option and sole
discretion of the Administrative Agent and at the Borrower's risk and expense,
such deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Moneys in such account shall be
applied by the Administrative Agent to reimburse the Issuing Bank for LC
Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of
the Borrower for the LC Exposure at such time or, if the maturity of the Loans
has been accelerated (but subject to the consent of Revolving Lenders with LC
Exposure representing greater than 50% of the total LC Exposure), be applied to
satisfy other obligations of the Borrower under this Agreement. If the Borrower
is required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower within three Business Days after
all Events of Default have been cured or waived.

                  SECTION 2.06. Funding of Borrowings. (a) Each Lender shall
make each Loan to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds by 12:00 noon, New York City time, to
the account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders; provided that


<PAGE>   59


                                                                              52


Swingline Loans shall be made as provided in Section 2.04. The Administrative
Agent will make such Loans available to the Borrower, or, in the case of Mexico
Term Loans, the Mexico Borrower, by promptly crediting the amounts so received,
in like funds, to an account of the Borrower, or, in the case of Mexico Term
Loans, the Mexico Borrower, maintained with the Administrative Agent in New York
City and designated by the Borrower, or, in the case of Mexico Term Loans, the
Mexico Borrower, in the applicable Borrowing Request; provided that ABR
Revolving Loans made to finance the reimbursement of an LC Disbursement as
provided in Section 2.05(e) shall be remitted by the Administrative Agent to the
Issuing Bank.

                  (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower, or,
in the case of Mexico Term Loans, the Mexico Borrower, a corresponding amount.
In such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent, then the applicable Lender and
the Borrower, or, in the case of Mexico Term Loans, the Mexico Borrower,
severally agree to pay to the Administrative Agent forthwith on demand such
corresponding amount with interest thereon, for each day from and including the
date such amount is made available to the Borrower, or, in the case of Mexico
Term Loans, the Mexico Borrower, to but excluding the date of payment to the
Administrative Agent, at (i) in the case of such Lender, the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation or (ii) in
the case of the Borrower, or, in the case of Mexico Term Loans, the Mexico
Borrower, the interest rate applicable to ABR Loans. If such Lender pays such
amount to the Administrative Agent, then such amount shall constitute such
Lender's Loan included in such Borrowing.

                  SECTION 2.07. Interest Elections. (a) Each Revolving Borrowing
and Term Borrowing initially shall be of the Type specified in the applicable
Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an
initial Interest Period as specified in such Borrowing Request. Thereafter, the
Borrower, or, in the case of a Mexico Term


<PAGE>   60


                                                                              53


Loan, the Mexico Borrower, may elect to convert such Borrowing to a different
Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing,
may elect Interest Periods therefor, all as provided in this Section. The
Borrower, or, in the case of a Mexico Term Loan, the Mexico Borrower, may elect
different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing. This Section shall not apply
to Swingline Borrowings, which may not be converted or continued.

                  (b) To make an election pursuant to this Section, the
Borrower, or, in the case of a Mexico Term Loan, the Mexico Borrower, shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if the Borrower, or, in
the case of a Mexico Term Loan, the Mexico Borrower, were requesting a Revolving
Borrowing of the Type resulting from such election to be made on the effective
date of such election. Each such telephonic Interest Election Request shall be
irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Interest Election Request in a form approved
by the Administrative Agent and signed by the Borrower, or, in the case of a
Mexico Term Loan, the Mexico Borrower.

                  (c) Each telephonic and written Interest Election Request
shall specify the following information in compliance with Section 2.02 and
paragraph (f) of this Section:

                  (i) the Borrowing to which such Interest Election Request
         applies and, if different options are being elected with respect to
         different portions thereof, the portions thereof to be allocated to
         each resulting Borrowing (in which case the information to be specified
         pursuant to clauses (iii) and (iv) below shall be specified for each
         resulting Borrowing);

                  (ii) the effective date of the election made pursuant to such
         Interest Election Request, which shall be a Business Day;

                  (iii) whether the resulting Borrowing is to be an ABR
         Borrowing or a Eurodollar Borrowing; and



<PAGE>   61


                                                                              54


                  (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
         Interest Period to be applicable thereto after giving effect to such
         election, which shall be a period contemplated by the definition of the
         term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

                  (d) Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender's portion of each resulting Borrowing.

                  (e) If the Borrower or the Mexico Borrower, as applicable,
fails to deliver a timely Interest Election Request with respect to a Eurodollar
Borrowing prior to the end of the Interest Period applicable thereto, then,
unless such Borrowing is repaid as provided herein, at the end of such Interest
Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding
any contrary provision hereof, if an Event of Default has occurred and is
continuing and the Administrative Agent, at the request of the Required Lenders,
so notifies the Borrower, then, so long as an Event of Default is continuing (i)
no outstanding Borrowing may be converted to or continued as a Eurodollar
Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted
to an ABR Borrowing at the end of the Interest Period applicable thereto.

                  (f) A Borrowing of any Class may not be converted to or
continued as a Eurodollar Borrowing if after giving effect thereto (i) the
Interest Period therefor would commence before and end after a date on which any
principal of the Loans of such Class is scheduled to be repaid and (ii) the sum
of the aggregate principal amount of outstanding Eurodollar Borrowings of such
Class with Interest Periods ending on or prior to such scheduled repayment date
plus the aggregate principal amount of outstanding ABR Borrowings of such Class
would be less than the aggregate principal amount of Loans of such Class
required to be repaid on such scheduled repayment date.

                  SECTION 2.08. Termination and Reduction of Commitments. (a)
Unless previously terminated, (i) the


<PAGE>   62


                                                                              55


Mexico Term Commitments and the Tranche A Term Commitments shall terminate at
5:00 p.m., New York City time, on the last day of the Tranche A Availability
Period, (ii) the Tranche B Term Commitments shall terminate at 5:00 p.m., New
York City time, on the Restatement Date and (iii) the Revolving Commitments
shall terminate on the Revolving Maturity Date.

                  (b) The Borrower may at any time terminate, or from time to
time reduce, the Revolving Commitments; provided that (i) each reduction of the
Revolving Commitments shall be in an amount that is an integral multiple of
$1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not
terminate or reduce the Revolving Commitments if, after giving effect to any
concurrent prepayment of the Revolving Loans in accordance with Section 2.11,
the sum of the Revolving Exposures would exceed the total Revolving Commitments.

                  (c) If any prepayment of a Term Borrowing would be required
pursuant to Section 2.11(b) or (c) at a time when there are not any Term
Borrowings outstanding, then the Revolving Commitments shall be reduced at such
time in an amount equal to the prepayment that would be required if Term
Borrowings were outstanding at such time.

                  (d) The Borrower shall notify the Administrative Agent of any
election or requirement to terminate or reduce the Revolving Commitments under
paragraph (b) or (c) of this Section at least three Business Days prior to the
effective date of such termination or reduction, specifying such election or
requirement and the effective date thereof. Promptly following receipt of any
notice, the Administrative Agent shall advise the Lenders of the contents
thereof. Each notice delivered by the Borrower pursuant to this Section shall be
irrevocable; provided that a notice of termination of the Revolving Commitments
delivered by the Borrower under paragraph (b) of this Section may state that
such notice is conditioned upon the effectiveness of other borrowings, in which
case such notice may be revoked by the Borrower (by notice to the Administrative
Agent on or prior to the specified effective date) if such condition is not
satisfied. Any termination or reduction of the Commitments of any Class shall be
permanent. Each reduction of the Commitments of any Class shall be made ratably
among the Lenders in accordance with their respective Commitments of such Class.

                  SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) The
Borrower hereby unconditionally promises to pay (i)


<PAGE>   63


                                                                              56


to the Administrative Agent for the account of each Lender the then unpaid
principal amount of each Revolving Loan of such Lender on the Revolving Maturity
Date, (ii) to the Administrative Agent for the account of each Lender the then
unpaid principal amount of each Original Term Loan, Tranche A Term Loan and
Tranche B Term Loan of such Lender as provided in Section 2.10 and (iii) to the
Administrative Agent for the account of the Swingline Lender the then unpaid
principal amount of each Swingline Loan on the earlier of the Revolving Maturity
Date and the first date after such Swingline Loan is made that is the last day
of a calendar month and is at least two Business Days after such Swingline Loan
is made; provided that on each date that a Revolving Borrowing is made, the
Borrower shall repay all Swingline Loans then outstanding. The Mexico Borrower
hereby unconditionally promises to pay to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Mexico Term Loan
of such Lender as provided in Section 2.10.

                  (b) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Borrower or
the Mexico Borrower, as applicable, to such Lender resulting from each Loan made
by such Lender, including the amounts of principal and interest payable and paid
to such Lender from time to time hereunder.

                  (c) The Administrative Agent shall maintain accounts in which
it shall record (i) the amount of each Loan made hereunder, the Class and Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower or the Mexico Borrower, as applicable, to each Lender hereunder and
(iii) the amount of any sum received by the Administrative Agent hereunder for
the account of the Lenders and each Lender's share thereof.

                  (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
or the Mexico Borrower, as applicable, to repay the Loans in accordance with the
terms of this Agreement.



<PAGE>   64


                                                                              57


                  (e) Any Lender may request that Loans of any Class made by it
be evidenced by a promissory note. In such event, the Borrower or the Mexico
Borrower, as applicable, shall prepare, execute and deliver to such Lender a
promissory note payable to the order of such Lender (or, if requested by such
Lender, to such Lender and its registered assigns) and in a form approved by the
Administrative Agent. Thereafter, the Loans evidenced by such promissory note
and interest thereon shall at all times (including after assignment pursuant to
Section 9.04) be represented by one or more promissory notes in such form
payable to the order of the payee named therein (or, if such promissory note is
a registered note, to such payee and its registered assigns).

                  SECTION 2.10. Amortization of Term Loans. (a) Subject to
adjustment pursuant to paragraph (f) of this Section, the Borrower shall repay
Original Term Borrowings on each date set forth below in the aggregate principal
amount set forth opposite such date:
<TABLE>
<CAPTION>

                  Date                                 Amount
                  ----                                 ------

<S>                                                   <C>       
         December 30, 1998                            $        0
         March 31, 1999                                        0
         June 30, 1999                                         0
         September 30, 1999                                    0
         December 30, 1999                                     0
         March 31, 2000                                        0
         June 30, 2000                                         0
         September 30, 2000                                    0
         December 30, 2000                                     0
         March 31, 2001                                        0
         June 30, 2001                                         0
         September 30, 2001                                    0
         December 30, 2001                             1,875,000
         March 31, 2002                                4,375,000
         June 30, 2002                                 4,375,000
         September 30, 2002                            4,375,000
         December 30, 2002                             4,375,000
         March 31, 2003                                4,375,000
         June 30, 2003                                 4,375,000
         September 30, 2003                            4,375,000
         December 30, 2003                             4,375,000
         March 31, 2004                                4,375,000
         June 30, 2004                                 4,375,000
         September 30, 2004                            4,375,000
         December 30, 2004                             6,250,000
</TABLE>


<PAGE>   65


                                                                              58

<TABLE>

<S>                                                    <C>       
         March 31, 2005                                6,250,000
         June 30, 2005                                 6,250,000
         September 30, 2005                            6,250,000
</TABLE>

The foregoing amortization schedule reflects all repayments and prepayments of
Original Term Borrowings made prior to the Restatement Date.

                  (b) Subject to adjustment pursuant to paragraph (f) of this
Section, the Borrower shall repay Tranche A Term Borrowings on each date set
forth below in the aggregate principal amount set forth opposite such date:

<TABLE>
<CAPTION>

                Date                                     Amount
                ----                                     ------
<S>                                               <C>           
              December 30, 1998                   $    1,750,000
              March 31, 1999                           1,750,000
              June 30, 1999                            1,750,000
              September 30, 1999                       1,750,000
              December 30, 1999                        2,625,000
              March 31, 2000                           2,625,000
              June 30, 2000                            2,625,000
              September 30, 2000                       2,625,000
              December 30, 2000                        3,500,000
              March 31, 2001                           3,500,000
              June 30, 2001                            3,500,000
              September 30, 2001                       3,500,000
              December 30, 2001                        6,125,000
              March 31, 2002                           6,125,000
              June 30, 2002                            6,125,000
              September 30, 2002                       6,125,000
              December 30, 2002                        6,125,000
              March 31, 2003                           6,125,000
              June 30, 2003                            6,125,000
              September 30, 2003                       6,125,000
              December 30, 2003                        6,125,000
              March 31, 2004                           6,125,000
              June 30, 2004                            6,125,000
              September 30, 2004                       6,125,000
              December 30, 2004                        8,750,000
              March 31, 2005                           8,750,000
              June 30, 2005                            8,750,000
              September 30, 2005                       8,750,000
</TABLE>
<PAGE>   66
                                                                              59


                  (c) Subject to adjustment pursuant to paragraph (f) of this
Section, the Borrower shall repay Tranche B Term Borrowings on each date set
forth below in the aggregate principal amount set forth opposite such date:

<TABLE>
<CAPTION>

                Date                                     Amount
                ----                                     ------
<S>                                                    <C>        
         September 30, 1998                            $ 1,000,000
         September 30, 1999                              1,000,000
         September 30, 2000                              1,000,000
         September 30, 2001                              1,000,000
         September 30, 2002                              1,000,000
         September 30, 2003                              1,000,000
         September 30, 2004                              1,000,000
         September 30, 2005                             23,250,000
         December 30, 2005                              23,250,000
         March 31, 2006                                 23,250,000
         June 30, 2006                                  23,250,000
</TABLE>



                  (d) Subject to adjustment pursuant to paragraph (f) of this
Section, the Mexico Borrower shall repay Mexico Term Borrowings on each date set
forth below in the aggregate principal amount set forth opposite such date:
<TABLE>
<CAPTION>

                Date                                      Amount
                ----                                      ------

<S>                                                 <C>           
         December 30, 1998                          $      562,500
         March 31, 1999                                    562,500
         June 30, 1999                                     562,500
         September 30, 1999                                562,500
         December 30, 1999                                 843,750
         March 31, 2000                                    843,750
         June 30, 2000                                     843,750
         September 30, 2000                                843,750
         December 30, 2000                               1,125,000
         March 31, 2001                                  1,125,000
         June 30, 2001                                   1,125,000
         September 30, 2001                              1,125,000
         December 30, 2001                               1,968,750
         March 31, 2002                                  1,968,750
         June 30, 2002                                   1,968,750
         September 30, 2002                              1,968,750
         December 30, 2002                               1,968,750
         March 31, 2003                                  1,968,750
</TABLE>


<PAGE>   67


                                                                              60

<TABLE>

<S>                                                  <C>           
         June 30, 2003                               1,968,750
         September 30, 2003                          1,968,750
         December 30, 2003                           1,968,750
         March 31, 2004                              1,968,750
         June 30, 2004                               1,968,750
         September 30, 2004                          1,968,750
         December 30, 2004                           2,812,500
         March 31, 2005                              2,812,500
         June 30, 2005                               2,812,500
         September 30, 2005                          2,812,500
</TABLE>

                  (e) To the extent not previously paid, all Original Term
Loans, Mexico Term Loans, Tranche A Term Loans and Tranche B Term Loans shall be
due and payable on the Original Term Loan Maturity Date, Mexico Term Loan
Maturity Date, Tranche A Term Loan Maturity Date and Tranche B Term Loan
Maturity Date, respectively.

                  (f) If (i) the initial aggregate amount of the Lenders' Mexico
Term Commitments or Tranche A Term Commitments exceeds the aggregate principal
amount of Mexico Term Loans or Tranche A Term Loans, respectively, made during
the Tranche A Availability Period, or (ii) the initial aggregate amount of the
Lenders' Tranche B Term Commitments exceeds the aggregate principal amount of
Tranche B Term Loans that are made on the Restatement Date, then the scheduled
repayments of Mexico Term Borrowings, Tranche A Term Borrowings or Tranche B
Term Borrowings, as applicable, to be made pursuant to this Section shall be
reduced by an aggregate amount equal to such excess in the chronological order
in which such repayments are scheduled to become due. Any prepayment of an
Original Term Borrowing, Mexico Term Borrowing, Tranche A Term Borrowing or
Tranche B Term Borrowing shall be applied to reduce the subsequent scheduled
repayments of Borrowings of such Class to be made pursuant to this Section
ratably; provided, that any prepayment of Term Borrowings of any Class made
pursuant to Section 2.11(a) shall be applied, first, to reduce the next four
scheduled repayments of Term Borrowings (or the next scheduled repayment of
Tranche B Term Borrowings) of such Class to be made pursuant to this Section
(other than those that have been reduced to zero by operation of this paragraph)
unless and until such next four scheduled repayments (or the next scheduled
repayment in the case of Tranche B Term Borrowings) have been eliminated as a
result of reductions hereunder and, second, to reduce the remaining scheduled
repayments of Term Borrowings of such Class to be made pursuant to this Section
ratably.


<PAGE>   68


                                                                              61


                  (g) Prior to any repayment of any Term Borrowings of any Class
hereunder, the Borrower shall select the Borrowing or Borrowings of such Class
to be repaid and shall notify the Administrative Agent by telephone (confirmed
by telecopy) of such selection not later than 11:00 a.m., New York City time,
three Business Days before the scheduled date of such repayment; provided that
each repayment of Term Borrowings of any Class shall be applied to repay any
outstanding ABR Term Borrowings of such Class before any other Borrowings of
such Class. Each repayment of a Borrowing shall be applied ratably to the Loans
included in the repaid Borrowing. Repayments of Term Borrowings shall be
accompanied by accrued interest on the amount repaid.

                  SECTION 2.11. Prepayment of Loans. (a) The Borrower (or, in
the case of a Mexico Term Borrowing, the Mexico Borrower) shall have the right
at any time and from time to time to prepay any Borrowing in whole or in part,
subject to the requirements of this Section.

                  (b) Subject to the provisions of Sections 2.11(e) and 5.08, in
the event and on each occasion that any Net Proceeds are received by or on
behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, the
Borrower and the Mexico Borrower collectively shall, within two Business Days
after such Net Proceeds are received, prepay Term Borrowings in an aggregate
amount equal to (i) in the case of a Prepayment Event described in clause (a),
(b) or (d) of the definition of "Prepayment Event", the entire amount of such
Net Proceeds, and (ii) in the case of a Prepayment Event described in clause (c)
of the definition of "Prepayment Event", 50% of such Net Proceeds.

                  (c) Following the end of each fiscal year of the Borrower,
commencing with the fiscal year ending December 31, 1998, the Borrower and the
Mexico Borrower collectively shall prepay Term Borrowings in an aggregate amount
equal to 50% of Excess Cash Flow for such fiscal year. Each prepayment pursuant
to this paragraph shall be made on or before the date that is three Business
Days after the date on which financial statements are delivered pursuant to
Section 5.01 with respect to the fiscal year for which Excess Cash Flow is being
calculated (and in any event within 90 days after the end of such fiscal year).

                  (d) If at any time the sum of the total Revolving Exposures
exceeds the total Revolving Commitments, the


<PAGE>   69


                                                                              62


Borrower shall immediately prepay Revolving Borrowings and Swingline Loans to
the extent necessary to eliminate such excess. If any such excess remains after
all Revolving Borrowings and Swingline Loans are prepaid, the Borrower shall
deposit cash collateral pursuant to Section 2.05(j) in an amount equal to such
remaining excess.

                  (e) Notwithstanding the foregoing provisions of Section
2.11(b):

                  (i) in the case of a Prepayment Event described in clause (a)
         of the definition of "Prepayment Event" consisting of a disposition by
         a Foreign Subsidiary, the Borrower and the Mexico Borrower may, in lieu
         of prepaying Term Borrowings, permit such Foreign Subsidiary to retain
         the Net Proceeds of such disposition, in which case no prepayment shall
         be required in respect of such Net Proceeds; provided that (A) the
         Borrower notifies the Administrative Agent that it is exercising such
         option, specifying the Prepayment Event and the amount of the
         prepayment, at or prior to the time that the prepayment is required,
         (B) the Borrower is in compliance with Sections 6.14, 6.15 and 6.16
         before and after giving effect to such Prepayment Event and (C) the
         aggregate Net Proceeds which are not required to be prepaid pursuant to
         this clause (i) shall not exceed $40,000,000 (on a cumulative basis)
         during the remaining term of this Agreement subsequent to the
         Restatement Date;

                  (ii) in the case of a Prepayment Event described in clause (c)
         of the definition of "Prepayment Event", the Borrower may, at its
         option, notify the Administrative Agent that the Borrower intends to
         utilize all or a specified portion of the Net Proceeds of such
         Prepayment Event to finance a Permitted Acquisition to be consummated
         within 270 days after such Prepayment Event, in which case the Borrower
         and the Mexico Borrower shall not be required to prepay Term Borrowings
         pursuant to Section 2.11(b) to the extent of the Net Proceeds so
         specified; provided that (A) the Borrower delivers such notice,
         specifying the Prepayment Event and describing the anticipated
         Permitted Acquisition in reasonable detail, at or prior to the time of
         such Prepayment Event, (B) no Default has occurred and is continuing at
         the time of such Prepayment Event and (C) to the extent such Net
         Proceeds are not applied to finance such Permitted Acquisition within
         the 270-day period after such


<PAGE>   70


                                                                              63


         Prepayment Event, the Borrower and the Mexico Borrower shall prepay
         Term Borrowings (at the earlier of (1) expiration of such period, (2)
         the date of abandonment of such Permitted Acquisition or (3) the date
         of consummation of such Permitted Acquisition) in an amount equal to
         such Net Proceeds that are not so applied; and

                  (iii) in the case of a Prepayment Event described in clause
         (c) of the definition of "Prepayment Event", if, as of the end of the
         most recent fiscal quarter for which financial statements have been
         delivered to the Administrative Agent pursuant to clause (a) or (b) of
         Section 5.01 prior to such Prepayment Event, the Leverage Ratio was
         less than 2.00 to 1.00, then no prepayment pursuant to Section 2.11(b)
         shall be required in respect of such Prepayment Event.

                  (f) Prior to any optional or mandatory prepayment of
Borrowings hereunder, the Borrower or the Mexico Borrower, as the case may be,
shall select the Borrowing or Borrowings to be prepaid and shall specify such
selection in the notice of such prepayment pursuant to paragraph (g) of this
Section; provided that each prepayment of Borrowings of any Class shall be
applied to prepay ABR Borrowings of such Class before any other Borrowings of
such Class. In the event of any optional or mandatory prepayment of Term
Borrowings made at a time when Term Borrowings of more than one Class remain
outstanding, the Borrower and the Mexico Borrower shall select Term Borrowings
to be prepaid so that the aggregate amount of such prepayment is allocated among
the Original Term Borrowings, Mexico Term Borrowings, Tranche A Term Borrowings
and Tranche B Term Borrowings pro rata based on the aggregate principal amount
of outstanding Borrowings of each such Class (a "Pro Rata Allocation"); provided
that if such prepayment is a mandatory prepayment pursuant to paragraph (b) or
(c) of this Section, any Tranche B Lender may elect, to the extent Term
Borrowings of any other Class or Classes remain outstanding on the prepayment
date, by notice to the Administrative Agent by telephone (confirmed by telecopy)
at least one Business Day prior to the prepayment date, to decline all or any
portion of any prepayment of its Tranche B Term Loans pursuant to this Section,
in which case the aggregate amount of the prepayment that would have been
applied to prepay Tranche B Term Borrowings but was so declined shall be applied
to prepay Term Borrowings of each other Class then outstanding pro rata based on
the aggregate principal amount of outstanding Borrowings of


<PAGE>   71


                                                                              64


each such Class; and provided further that if such prepayment is a voluntary
prepayment pursuant to paragraph (a) of this Section, the Borrower and the
Mexico Borrower may, in their sole discretion, (i) select Term Borrowings to be
prepaid so that the amount of such prepayment allocated to the Tranche B Term
Borrowings is less than the amount that would be allocated to the Tranche B Term
Borrowings under a Pro Rata Allocation and/or (ii) elect, by prior written
notice given to the Administrative Agent and the Tranche B Term Lenders, to
afford the Tranche B Term Lenders the right to decline to accept such
prepayment, in which case the Tranche B Term Lenders will be entitled to decline
all or any portion of such prepayment to the same extent, and subject to the
same procedures that are applicable to mandatory prepayments.

                  (g) The Borrower (or, in the case of prepayment of a Mexico
Term Borrowing, the Mexico Borrower) shall notify the Administrative Agent (and,
in the case of prepayment of a Swingline Loan, the Swingline Lender) by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City
time, three Business Days before the date of prepayment, (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,
one Business Day before the date of prepayment or (iii) in the case of
prepayment of a Swingline Loan, not later than 12:00 noon, New York City time,
on the date of prepayment. Each such notice shall be irrevocable and shall
specify the prepayment date, the principal amount of each Borrowing or portion
thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably
detailed calculation of the amount of such prepayment; provided that, if a
notice of optional prepayment is given in connection with a conditional notice
of termination of the Revolving Commitments as contemplated by Section 2.08,
then such notice of prepayment may be revoked if such notice of termination is
revoked in accordance with Section 2.08. Promptly following receipt of any such
notice (other than a notice relating solely to Swingline Loans), the
Administrative Agent shall advise the Lenders of the contents thereof. Each
partial prepayment of any Borrowing shall be in an amount such that the
remaining amount of such Borrowing not so prepaid would be permitted in the case
of an advance of a Borrowing of the same Type as provided in Section 2.02,
except as necessary to apply fully the required amount of a mandatory
prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans
included in the prepaid Borrowing.


<PAGE>   72


                                                                              65


Prepayments shall be accompanied by accrued interest to the extent required by
Section 2.13.

                  SECTION 2.12. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee, which
shall accrue at the Applicable Rate on the average daily unused amount of the
Commitment of such Lender during the period from and including the Restatement
Date (or, in the case of a Revolving Commitment, the Effective Date) to but
excluding the date on which such Commitment terminates; provided that commitment
fees shall not be payable with respect to any Commitment of a Term Loan Lender
that terminates on the Restatement Date. Accrued commitment fees with respect to
each Commitment shall be payable in arrears on the last day of March, June,
September and December of each year and on the date on which such Commitment
terminates, commencing on the first such date to occur after the date hereof.
All commitment fees shall be computed on the basis of a year of 360 days and
shall be payable for the actual number of days elapsed (including the first day
but excluding the last day). For purposes of computing commitment fees with
respect to Revolving Commitments, a Revolving Commitment of a Lender shall be
deemed to be used to the extent of the outstanding Revolving Loans and LC
Exposure of such Lender (and the Swingline Exposure of such Lender shall be
disregarded for such purpose).

                  (b) The Borrower agrees to pay (i) to the Administrative Agent
for the account of each Revolving Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable
Rate as interest on Eurodollar Revolving Loans on the average daily amount of
such Lender's LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date on which such Lender's
Revolving Commitment terminates and the date on which such Lender ceases to have
any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue
at the rate or rates per annum separately agreed upon between the Borrower and
the Issuing Bank on the average daily amount of the LC Exposure (excluding any
portion thereof attributable to unreimbursed LC Disbursements) during the period
from and including the Effective Date to but excluding the later of the date of
termination of the Revolving Commitments and the date on which there ceases to
be any LC Exposure, as well as the Issuing Bank's standard fees with respect to
the issuance, amendment,


<PAGE>   73


                                                                              66


renewal or extension of any Letter of Credit or processing of drawings
thereunder. Participation fees and fronting fees accrued through and including
the last day of March, June, September and December of each year shall be
payable on the third Business Day following such last day, commencing on the
first such date to occur after the Effective Date; provided that all such fees
shall be payable on the date on which the Revolving Commitments terminate and
any such fees accruing after the date on which the Revolving Commitments
terminate shall be payable on demand. Any other fees payable to the Issuing Bank
pursuant to this paragraph shall be payable within 10 days after demand. All
participation fees and fronting fees shall be computed on the basis of a year of
365 days (or 366 days in a leap year) and shall be payable for the actual number
of days elapsed (including the first day but excluding the last day).

                  (c) The Borrower agrees to pay to the Administrative Agent,
for its own account, fees payable in the amounts and at the times separately
agreed upon between the Borrower and the Administrative Agent.

                  (d) All fees payable hereunder shall be paid on the dates due,
in immediately available funds, to the Administrative Agent (or to the Issuing
Bank, in the case of fees payable to it) for distribution, in the case of
commitment fees and participation fees, to the Lenders entitled thereto. Fees
paid shall not be refundable under any circumstances.

                  SECTION 2.13. Interest. (a) The Loans comprising each ABR
Borrowing (including each Swingline Loan) shall bear interest at the Alternate
Base Rate plus the Applicable Rate.

                  (b) The Loans comprising each Eurodollar Borrowing shall bear
interest at the Adjusted LIBO Rate for the Interest Period in effect for such
Borrowing plus the Applicable Rate.

                  (c) Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by the Borrower or the
Mexico Borrower hereunder is not paid when due, whether at stated maturity, upon
acceleration or otherwise, such overdue amount shall bear interest, after as
well as before judgment, at a rate per annum equal to (i) in the case of overdue
principal of any Loan, 2% plus the rate otherwise applicable to such Loan as
provided in the preceding paragraphs of this Section or (ii) in the case of any
other


<PAGE>   74


                                                                              67


amount, 2% plus the rate applicable to ABR Revolving Loans as provided in
paragraph (a) of this Section.

                  (d) Accrued interest on each Loan shall be payable in arrears
on each Interest Payment Date for such Loan and, in the case of Revolving Loans,
upon termination of the Revolving Commitments; provided that (A) interest
accrued pursuant to paragraph (c) of this Section shall be payable on demand,
(B) in the event of any repayment or prepayment of any Loan (other than a
prepayment of an ABR Revolving Loan prior to the end of the Revolving
Availability Period), accrued interest on the principal amount repaid or prepaid
shall be payable on the date of such repayment or prepayment and (C) in the
event of any conversion of any Eurodollar Loan prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion.

                  (e) All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

                  SECTION 2.14. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

                  (a) the Administrative Agent determines (which determination
         shall be conclusive absent manifest error) that adequate and reasonable
         means do not exist for ascertaining the Adjusted LIBO Rate for such
         Interest Period; or

                  (b) the Administrative Agent is advised by the Required
         Lenders that the Adjusted LIBO Rate for such Interest Period will not
         adequately and fairly reflect the cost to such Lenders (or Lender) of
         making or maintaining their Loans (or its Loan) included in such
         Borrowing for such Interest Period;



<PAGE>   75


                                                                              68


then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing.

                  SECTION 2.15. Increased Costs. (a) If any Change in Law shall:

                  (i) impose, modify or deem applicable any reserve, special
         deposit or similar requirement against assets of, deposits with or for
         the account of, or credit extended by, any Lender (except any such
         reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing
         Bank; or

                  (ii) impose on any Lender or the Issuing Bank or the London
         interbank market any other condition affecting this Agreement or
         Eurodollar Loans made by such Lender or any Letter of Credit or
         participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank,
as the case may be, for such additional costs incurred or reduction suffered.

                  (b) If any Lender or the Issuing Bank determines that any
Change in Law regarding capital requirements has or would have the effect of
reducing the rate of return on such Lender's or the Issuing Bank's capital or on
the capital of such Lender's or the Issuing Bank's holding company, if any, as a
consequence of this Agreement or the Loans made by, or participations in Letters
of Credit held by, such Lender, or the Letters of Credit issued by the Issuing
Bank, to a level


<PAGE>   76


                                                                              69


below that which such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's holding company could have achieved but for such Change in Law (taking
into consideration such Lender's or the Issuing Bank's policies and the policies
of such Lender's or the Issuing Bank's holding company with respect to capital
adequacy), then from time to time the Borrower will pay to such Lender or the
Issuing Bank, as the case may be, following receipt by the Borrower of the
certificate referred to in clause (c) below, such additional amount or amounts
as will compensate such Lender or the Issuing Bank or such Lender's or the
Issuing Bank's holding company for any such reduction suffered.

                  (c) A certificate of a Lender or the Issuing Bank setting
forth the amount or amounts necessary to compensate such Lender or the Issuing
Bank or its holding company, as the case may be, as specified in paragraph (a)
or (b) of this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender or the
Issuing Bank, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.

                  (d) Failure or delay on the part of any Lender or the Issuing
Bank to demand compensation pursuant to this Section shall not constitute a
waiver of such Lender's or the Issuing Bank's right to demand such compensation;
provided that the Borrower shall not be required to compensate a Lender or the
Issuing Bank pursuant to this Section for any increased costs or reductions
incurred more than 180 days prior to the date that such Lender or the Issuing
Bank, as the case may be, notifies the Borrower of the Change in Law giving rise
to such increased costs or reductions and of such Lender's or the Issuing Bank's
intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the 180-day period referred to above shall be extended to include the period of
retroactive effect thereof.

                  SECTION 2.16. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Eurodollar Revolving Loan or Eurodollar Term Loan on the
date specified


<PAGE>   77


                                                                              70


in any notice delivered pursuant hereto (regardless of whether such notice may
be revoked under Section 2.11(g) and is revoked in accordance therewith), or (d)
the assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower (or, in the
case of a Mexico Term Loan, the Mexico Borrower) pursuant to Section 2.19, then,
in any such event, the Borrower (or, in the case of a Mexico Term Loan, the
Mexico Borrower) shall compensate each Lender for the loss, cost and expense
attributable to such event. Such loss, cost or expense to any Lender shall be
deemed to include an amount reasonably determined by such Lender to be the
excess, if any, of (i) the amount of interest that would have accrued on the
principal amount of such Loan had such event not occurred, at the Adjusted LIBO
Rate that would have been applicable to such Loan, for the period from the date
of such event to the last day of the then current Interest Period therefor (or,
in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Loan), over (ii) the amount of
interest that would accrue on such principal amount for such period at the
interest rate that such Lender would bid were it to bid, at the commencement of
such period, for dollar deposits of a comparable amount and period from other
banks in the Eurodollar market. A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to the Borrower or the Mexico Borrower, as
applicable, and shall be conclusive absent manifest error. The Borrower or the
Mexico Borrower, as applicable, shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof.

                  SECTION 2.17. Taxes. (a) Any and all payments by or on account
of any obligation of the Borrower or the Mexico Borrower hereunder or under any
other Loan Document shall be made free and clear of and without deduction for
any Indemnified Taxes or Other Taxes; provided that if the Borrower or the
Mexico Borrower shall be required to deduct any Indemnified Taxes or Other Taxes
from such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, Lender or
Issuing Bank (as the case may be) receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower or the Mexico
Borrower, as applicable, shall make such deductions and (iii) the Borrower or
the Mexico Borrower, as applicable,


<PAGE>   78


                                                                              71


shall pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.

                  (b) In addition, the Borrower and the Mexico Borrower shall
pay any Other Taxes to the relevant Governmental Authority in accordance with
applicable law.

                  (c) The Borrower, or, in the case of Indemnified Taxes or
Other Taxes attributable to obligations of the Mexico Borrower, the Mexico
Borrower, shall indemnify the Administrative Agent, each Lender and the Issuing
Bank, within 10 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender
or the Issuing Bank, as the case may be, on or with respect to any payment by or
on account of any obligation of the Borrower or the Mexico Borrower, as
applicable, hereunder or under any other Loan Document (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or
liability delivered to the Borrower or the Mexico Borrower, as applicable, by a
Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or
on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest
error.

                  (d) As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower or the Mexico Borrower to a Governmental
Authority, the Borrower or the Mexico Borrower, as applicable, shall deliver to
the Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.

                  (e) Each Foreign Lender, and any Issuing Bank that is not a
"United States person" within the meaning of Section 7701(a)(30) of the Code
(together with the Foreign Lenders, the "Non-U.S. Lenders"), shall deliver to
the Borrower (with a copy to the Administrative Agent) two duly completed copies
of either United States Internal Revenue Service Form 1001 or Form 4224 and an
Internal Revenue Service Form W-8 or W-9, as


<PAGE>   79


                                                                              72


applicable, or, in the case of a Non-U.S. Lender claiming exemption from U.S.
Federal withholding tax under Section 871(h) or 881(c) of the Code with respect
to payments of "portfolio interest", duly completed copies of Form W-8 and a
certificate representing that such Non-U.S. Lender is not a bank for purposes of
Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning
of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled
foreign corporation related to the Borrower (within the meaning of Section
864(d)(4) of the Code)), or in each case any successor form prescribed by the
Internal Revenue Service of the United States of America. Such forms shall be
delivered by each Non-U.S. Lender on or before the date it becomes a party to
this Agreement or designates a new lending office. In addition, each Non-U.S.
Lender shall deliver such forms promptly upon the obsolescence, expiration or
invalidity of any form previously delivered by such Non-U.S. Lender.
Notwithstanding any other provision of this Section 2.17, a Non-U.S. Lender
shall not be required to deliver any form pursuant to this Section 2.17(e) that
such Non-U.S. Lender is not legally able to deliver.

                  SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing
of Setoffs. (a) Each of the Borrower and the Mexico Borrower shall make each
payment required to be made by it hereunder or under any other Loan Document
(whether of principal, interest, fees or reimbursement of LC Disbursements, or
of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to
12:00 noon, New York City time, on the date when due, in immediately available
funds, without setoff or counterclaim. Any amounts received after such time on
any date may, in the discretion of the Administrative Agent, be deemed to have
been received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative Agent at
its offices at 270 Park Avenue, New York, New York, except payments to be made
directly to the Issuing Bank or Swingline Lender as expressly provided herein
and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be
made directly to the Persons entitled thereto and payments pursuant to other
Loan Documents shall be made to the Persons specified therein. The
Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly following
receipt thereof. If any payment under any Loan Document shall be due on a day
that is not a Business Day, the date for payment shall be extended to the next


<PAGE>   80


                                                                              73


succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
under each Loan Document shall be made in dollars.

                  (b) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds
shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (ii) second, towards
payment of principal and unreimbursed LC Disbursements then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal and unreimbursed LC Disbursements then due to such parties.

                  (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans, Term Loans or participations in LC
Disbursements or Swingline Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Revolving Loans, Term Loans
and participations in LC Disbursements and Swingline Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Revolving Loans, Term Loans and participations in LC
Disbursements and Swingline Loans of other Lenders to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Revolving Loans, Term Loans and participations in LC
Disbursements and Swingline Loans; provided that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower or the Mexico Borrower pursuant to and in accordance with the
express terms of this Agreement or any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its
Loans or participations in LC Disbursements to any assignee or participant,
other than to the Borrower or any


<PAGE>   81


                                                                              74


Subsidiary or Affiliate thereof (as to which the provisions of this paragraph
shall apply). The provisions of this paragraph (c) shall apply to any payment or
distribution received by any Lender in respect of any principal of or interest
on its Mexico Term Loans pursuant to an exercise of remedies or otherwise during
a period in which an Event of Default shall have occurred and be continuing
(including any distribution received in any bankruptcy or similar proceeding)
resulting in such Lender receiving a disproportionately greater recovery to the
extent necessary so that the benefit of all such payments or distributions shall
be shared as set forth in the immediately preceding sentence. Each of the
Borrower and the Mexico Borrower consents to the foregoing and agrees, to the
extent it may effectively do so under applicable law, that any Lender acquiring
a participation pursuant to the foregoing arrangements may exercise against the
Borrower or the Mexico Borrower, as applicable, rights of setoff and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower or the Mexico Borrower, as applicable, in the
amount of such participation.

                  (d) Unless the Administrative Agent shall have received notice
from the Borrower or the Mexico Borrower, as applicable, prior to the date on
which any payment is due to the Administrative Agent for the account of the
Lenders or the Issuing Bank hereunder that the Borrower or the Mexico Borrower,
as applicable, will not make such payment, the Administrative Agent may assume
that the Borrower or the Mexico Borrower, as applicable, has made such payment
on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders or the Issuing Bank, as the case may be, the amount
due. In such event, if the Borrower or the Mexico Borrower, as applicable, has
not in fact made such payment, then each of the Lenders or the Issuing Bank, as
the case may be, severally agrees to repay to the Administrative Agent forthwith
on demand the amount so distributed to such Lender or Issuing Bank with interest
thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to the Administrative Agent, at the
greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation.

                  (e) If any Lender shall fail to make any payment required to
be made by it pursuant to Section 2.01(b),


<PAGE>   82


                                                                              75


2.04(c), 2.05(d) or (e), 2.06(b), 2.18(d) or 9.03(c), then the Administrative
Agent may, in its discretion (notwithstanding any contrary provision hereof),
apply any amounts thereafter received by the Administrative Agent for the
account of such Lender to satisfy such Lender's obligations under such Sections
until all such unsatisfied obligations are fully paid.

                  SECTION 2.19. Mitigation Obligations; Replacement of Lenders.
(a) If any Lender requests compensation under Section 2.15, or if the Borrower
or the Mexico Borrower is required to pay any additional amount to any Lender or
any Governmental Authority for the account of any Lender pursuant to Section
2.17, then such Lender shall use reasonable efforts to designate a different
lending office for funding or booking its Loans hereunder or to assign its
rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17,
as the case may be, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. The Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment.

                  (b) If any Lender requests compensation under Section 2.15, or
if the Borrower or the Mexico Borrower is required to pay any additional amount
to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.17, or if any Lender defaults in its obligation to fund
Loans hereunder, then the Borrower may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Borrower shall have received the prior
written consent of the Administrative Agent (and, if a Revolving Commitment is
being assigned, the Issuing Bank and Swingline Lender), which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans and participations in LC
Disbursements and Swingline Loans, accrued interest thereon, accrued fees and
all other amounts


<PAGE>   83


                                                                              76


payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower or the Mexico Borrower
(in the case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.15 or payments required
to be made pursuant to Section 2.17, such assignment will result in a reduction
in such compensation or payments. A Lender shall not be required to make any
such assignment and delegation if, prior thereto, as a result of a waiver by
such Lender or otherwise, the circumstances entitling the Borrower to require
such assignment and delegation cease to apply.

                  SECTION 2.20. Extension of Revolving Maturity Date. (a) The
Borrower may, by notice to the Administrative Agent and the Revolving Lenders
given not less than 30 and not more than 60 days prior to the Revolving Maturity
Date, request that the Revolving Lenders extend the Revolving Maturity Date for
an additional one year period. Each Revolving Lender shall, by notice to the
Borrower and the Administrative Agent given not later than the 10th Business Day
after the date of receipt of the Borrower's notice, advise the Borrower whether
or not such Lender agrees to such extension (and any Lender that does not so
advise the Borrower on or before such day shall be deemed to have advised the
Borrower that it will not agree to such extension). The approval of any such
extension shall be at the sole discretion of each Revolving Lender.

                  (b) If (and only if) all Revolving Lenders shall have agreed
to extend the Revolving Maturity Date as provided in paragraph (a) above, then
the Revolving Maturity Date shall be extended to September 30, 2005.


                                   ARTICLE III

                         Representations and Warranties

                  The Borrower represents and warrants to the Lenders that:

                  SECTION 3.01. Organization; Powers. Each of the Borrower and
its Restricted Subsidiaries is duly organized, validly existing and, where
applicable, in good standing under the laws of the jurisdiction of its
organization, has all requisite power and authority to carry on its business as
now conducted and, except where the failure to do so, individually


<PAGE>   84


                                                                              77


or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect, is qualified to do business in, and is in good standing in,
every jurisdiction where such qualification is required.

                  SECTION 3.02. Authorization; Enforceability. The Transactions
entered into and to be entered into by each Loan Party are within such Loan
Party's corporate powers and have been duly authorized by all necessary
corporate and, if required, stockholder action. This Agreement has been duly
executed and delivered by the Borrower and the Mexico Borrower and constitutes,
and each other Loan Document to which any Loan Party is to be a party, when
executed and delivered by such Loan Party, will constitute, a legal, valid and
binding obligation of the Borrower, the Mexico Borrower or such Loan Party (as
the case may be), enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.

                  SECTION 3.03. Governmental Approvals; No Conflicts. The
Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except such as
have been obtained or made and are in full force and effect and except filings
necessary to perfect Liens created under the Loan Documents, (b) will not
violate any applicable law or regulation or the charter, by-laws or other
organizational documents of the Borrower or any of its Restricted Subsidiaries
or any order of any Governmental Authority, (c) will not violate or result in a
default under any material indenture, agreement or other instrument binding upon
the Borrower or any of its Restricted Subsidiaries or its assets, or give rise
to a right thereunder to require any payment to be made by the Borrower or any
of its Restricted Subsidiaries, except the payment of Existing Blessings
Indebtedness required to be repaid as a result of the Acquisition, and (d) will
not result in the creation or imposition of any Lien on any asset of the
Borrower or any of its Restricted Subsidiaries, except Liens created under the
Loan Documents.

                  SECTION 3.04. Financial Condition; No Material Adverse Change.
(a) The Borrower has heretofore furnished to the Lenders its consolidated
balance sheet and statements of income, stockholders' equity and cash flows (i)
as of and for


<PAGE>   85


                                                                              78


the fiscal year ended December 31, 1997, reported on by Arthur Andersen LLP,
independent public accountants, and (ii) as of and for the fiscal quarter and
the portion of the fiscal year ended March 31, 1998, certified by its chief
financial officer. Such financial statements present fairly, in all material
respects, the financial position and results of operations and cash flows of the
Borrower and its consolidated Subsidiaries, as of such dates and for such
periods in accordance with GAAP, subject to year-end audit adjustments and the
absence of footnotes in the case of the statements referred to in clause (ii)
above.

                  (b) The Borrower has heretofore furnished to the Lenders its
pro forma consolidated balance sheet as of March 31, 1998, prepared giving
effect to the Restatement Transactions as if the Restatement Transactions had
occurred on such date. Such pro forma consolidated balance sheet (i) has been
prepared in good faith based on the same assumptions used to prepare the pro
forma financial statements included in the Restatement Information Memorandum
(which assumptions are believed by the Borrower to be reasonable), (ii) is based
on the best information available to the Borrower after due inquiry, (iii)
accurately reflects all adjustments necessary to give effect to the Restatement
Transactions and (iv) presents fairly, in all material respects, the pro forma
financial position of the Borrower and its consolidated Subsidiaries as of March
31, 1998, as if the Restatement Transactions had occurred on such date.

                  (c) The Borrower has heretofore furnished to the Lenders the
consolidated balance sheet and statements of income, stockholders' equity and
cash flows of Blessings as of and for the fiscal year ended December 31, 1997,
included in the report of Deloitte & Touche LLP, independent public accountants.
Such financial statements present fairly, in all material respects, the
financial position and results of operations and cash flows of Blessings, as of
such date and for such period in accordance with GAAP.

                  (d) Since December 31, 1997, there has been no material
adverse change in the business, assets, results of operations, condition,
financial or otherwise, or prospects of the Borrower and its Restricted
Subsidiaries, taken as a whole (with the Acquisition being deemed to have
occurred on December 31, 1997, for the purposes of this representation).



<PAGE>   86


                                                                              79


                  SECTION 3.05. Properties. (a) Each of the Borrower and its
Restricted Subsidiaries has good title to, or valid leasehold interests in, all
its real and personal property material to its business (including its Mortgaged
Properties), except for minor defects in title that do not interfere with its
ability to conduct its business as currently conducted or to utilize such
properties for their intended purposes.

                  (b) Each of the Borrower and its Restricted Subsidiaries owns,
or is licensed to use, all trademarks, tradenames, copyrights, patents and other
intellectual property material to the business of the Borrower and its
Restricted Subsidiaries, taken as a whole, and the use thereof by the Borrower
and its Restricted Subsidiaries does not infringe upon the rights of any other
Person, except for any such infringements that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

                  (c) Schedule 3.05 sets forth the address of each real property
that is owned or leased by the Borrower or any of its Subsidiaries as of the
Restatement Date after giving effect to the Restatement Transactions.

                  (d) As of the Restatement Date, neither the Borrower nor any
of its Subsidiaries has received notice of, or has knowledge of, any pending or
contemplated condemnation proceeding affecting any Mortgaged Property or any
sale or disposition thereof in lieu of condemnation. Neither any Mortgaged
Property nor any interest therein is subject to any right of first refusal,
option or other contractual right to purchase such Mortgaged Property or
interest therein.

                  SECTION 3.06. Litigation and Environmental Matters. (a) There
are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Borrower, threatened
against or affecting the Borrower or any of its Subsidiaries (i) as to which
there is a reasonable possibility of an adverse determination and that, if
adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect, (ii) that involve or arise
out of the Acquisition and which could reasonably be expected, individually or
in the aggregate, to result in a Material Adverse Effect, or (iii) that involve
any of the Loan


<PAGE>   87


                                                                              80


Documents or the Transactions (other than the Split-Off or the Acquisition).

                  (b) Except with respect to any matters that, individually or
in the aggregate, would not reasonably be expected to result in a Material
Adverse Effect, neither the Borrower nor any of its Subsidiaries (i) has failed
to comply with any Environmental Law or to obtain, maintain or comply with any
permit, license or other approval required under any Environmental Law, (ii) has
become subject to any Environmental Liability or (iii) has received notice of
any claim with respect to any Environmental Liability.

                  SECTION 3.07. Compliance with Laws and Agreements. Each of the
Borrower and its Subsidiaries is in compliance with all laws, regulations and
orders of any Governmental Authority applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect. No Default has
occurred and is continuing.

                  SECTION 3.08. Investment and Holding Company Status. Neither
the Borrower nor any of its Subsidiaries is (a) an "investment company" as
defined in, or subject to regulation under, the Investment Company Act of 1940
or (b) a "holding company" as defined in, or subject to regulation under, the
Public Utility Holding Company Act of 1935.

                  SECTION 3.09. Taxes. Each of the Borrower and its Subsidiaries
has timely filed or caused to be filed all Tax returns and reports required to
have been filed and has paid or caused to be paid all Taxes required to have
been paid by it, except (a) Taxes that are being contested in good faith by
appropriate proceedings and for which the Borrower or such Subsidiary, as
applicable, has set aside on its books adequate reserves or (b) to the extent
that the failure to do so could not reasonably be expected to result in a
Material Adverse Effect.

                  SECTION 3.10. ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, could reasonably be
expected to result in a Material Adverse Effect. The present value of all
accumulated benefit obligations under each Plan (based on the


<PAGE>   88


                                                                              81


assumptions used for purposes of Statement of Financial Accounting Standards No.
87) did not, as of the date of the most recent financial statements reflecting
such amounts, exceed by more than $12,000,000 the fair market value of the
assets of such Plan, and the present value of all accumulated benefit
obligations of all underfunded Plans (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed by more
than $12,000,000 the fair market value of the assets of all such underfunded
Plans.

                  SECTION 3.11. Disclosure. The Borrower has disclosed to the
Lenders all agreements, instruments and corporate or other restrictions to which
the Borrower or any of its Subsidiaries is subject, and all other matters known
to any of them, that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect. Neither the Restatement
Information Memorandum nor any of the other reports, financial statements,
certificates or other written information furnished by or on behalf of any Loan
Party to the Administrative Agent or any Lender in connection with the
negotiation of this Agreement or any other Loan Document or delivered hereunder
or thereunder (as modified or supplemented by other information so furnished),
when made or delivered, contained any material misstatement of fact or omitted
to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided
that, with respect to projected financial information, the Borrower represents
only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time.

                  SECTION 3.12. Subsidiaries. Schedule 3.12 sets forth the name
of, and the ownership interest of the Borrower in, each Subsidiary of the
Borrower and identifies each Subsidiary that is a Subsidiary Loan Party, in each
case as of the Restatement Date (as if the Merger had occurred on the
Restatement Date).

                  SECTION 3.13. Insurance. Schedule 3.13 sets forth a
description of all insurance maintained by or on behalf of the Borrower and its
Subsidiaries as of the Restatement Date. As of the Restatement Date, all
premiums that are due and payable in respect of such insurance have been paid.



<PAGE>   89


                                                                              82


                  SECTION 3.14. Labor Matters. As of the Restatement Date, there
are no strikes, lockouts or slowdowns against the Borrower or any Subsidiary
pending or, to the knowledge of the Borrower, threatened that could reasonably
be expected to result in a Material Adverse Effect. All payments due from the
Borrower or any Restricted Subsidiary, or for which any claim may be made
against the Borrower or any Restricted Subsidiary, on account of wages and
employee health and welfare insurance and other benefits, have been paid or
accrued as a liability on the books of the Borrower or such Restricted
Subsidiary. The consummation of the Transactions will not give rise to any right
of termination or right of renegotiation on the part of any union under any
collective bargaining agreement to which the Borrower or any Subsidiary is
bound.

                  SECTION 3.15. Solvency. Immediately after the consummation of
the Restatement Transactions to occur on the Restatement Date and immediately
following the making of each Loan made on the Restatement Date and after giving
effect to the application of the proceeds of such Loans, (a) the fair value of
the assets of each Loan Party, at a fair valuation, will exceed its debts and
liabilities, subordinated, contingent or otherwise; (b) the present fair
saleable value of the property of each Loan Party will be greater than the
amount that will be required to pay the probable liability of its debts and
other liabilities, subordinated, contingent or otherwise, as such debts and
other liabilities become absolute and matured; (c) each Loan Party will be able
to pay its debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured; and (d) each Loan Party will
not have unreasonably small capital with which to conduct the business in which
it is engaged as such business is now conducted and is proposed to be conducted
following the Restatement Date.

                  SECTION 3.16. Security Documents. (a) The Pledge Agreement is
effective to create in favor of the Collateral Agent, for the ratable benefit of
the Secured Parties, a legal, valid and enforceable security interest in the
Collateral (as defined in the Pledge Agreement) and, when such Collateral is
delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully
perfected first priority Lien on, and security interest in, all right, title and
interest of the pledgor thereunder in such Collateral, in each case prior and
superior in right to any other Person; provided that the actions specified in
Schedule 3.16(a) are required to


<PAGE>   90


                                                                              83


be taken in connection with the pledge of capital stock of Foreign Subsidiaries.

                  (b) The Security Agreement is effective to create in favor of
the Collateral Agent, for the ratable benefit of the Secured Parties, a legal,
valid and enforceable security interest in the Collateral (as defined in the
Security Agreement) and, when financing statements in appropriate form are filed
in the offices specified on Schedule 6 to the Perfection Certificate, the
Security Agreement shall constitute a fully perfected Lien on, and security
interest in, all right, title and interest of the grantors thereunder in such
Collateral (other than the Intellectual Property (as defined in the Security
Agreement)), in each case prior and superior in right to any other Person, other
than with respect to Liens expressly permitted by Section 6.03.

                  (c) When the Security Agreement (or a summary thereof) is
filed in the United States Patent and Trademark Office and the United States
Copyright Office, the Security Agreement shall constitute a fully perfected Lien
on, and security interest in, all right, title and interest of the Loan Parties
in the Intellectual Property (as defined in the Security Agreement) in which a
security interest may be perfected by filing, recording or registering a
security agreement, financing statement or analogous document in the United
States Patent and Trademark Office or the United States Copyright Office, as
applicable, in each case prior and superior in right to any other Person (it
being understood that subsequent recordings in the United States Patent and
Trademark Office and the United States Copyright Office may be necessary to
perfect a lien on registered trademarks, trademark applications and copyrights
acquired by the Loan Parties after the Effective Date).

                  (d) The Mortgages are effective to create, subject to the
exceptions listed in each title insurance policy covering such Mortgage, in
favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a
legal, valid and enforceable Lien on all of the Loan Parties' right, title and
interest in and to the Mortgaged Properties thereunder and the proceeds thereof,
and when the Mortgages are filed in the offices specified on Schedule 3.16(d),
the Mortgages shall constitute a Lien on, and security interest in, all right,
title and interest of the Loan Parties in such Mortgaged Properties and the
proceeds thereof, in each case prior and superior in right to any other Person,
other than with respect




<PAGE>   91

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to the rights of Persons pursuant to Liens expressly permitted by Section 6.03;
provided that, for purposes of this paragraph (d), neither Blessings nor any of
its subsidiaries shall be deemed to be Loan Parties until the Merger Date.

                  SECTION 3.17.  Federal Reserve Regulations.
(a)  Neither the Borrower nor any of the Subsidiaries is engaged principally, or
as one of its important activities, in the business of extending credit for the
purpose of buying or carrying Margin Stock.

                  (b) No part of the proceeds of any Loan or any Letter of
Credit will be used, whether directly or indirectly, and whether immediately,
incidentally or ultimately, for any purpose that entails a violation of the
provisions of the Regulations of the Board, including Regulation U or X.

                  SECTION 3.18. Existing Intercompany Indebtedness. As of June
30, 1997, there was $198,300,000 of the Existing Intercompany Indebtedness
(including accrued and unpaid interest as of such date). During the period from
June 30, 1997, to and including the Effective Date, the Existing Intercompany
Indebtedness has increased and decreased only as a result of borrowings,
repayments and accrual of interest, in each case in the ordinary course of
business and in accordance with past practice.

                  SECTION 3.19. Agreements and Business Status as of Effective
Date. (a) During the period from the date of the most recent financial
statements referred to in Section 3.04(a) of the Original Credit Agreement to
and including the Effective Date, (i) the business of the Borrower and its
Subsidiaries has been conducted in the ordinary course in accordance with past
practice and (ii) the Borrower and its Subsidiaries have not engaged in any
transaction (other than the Split-Off) that would have violated Section 6.10 if
this Agreement had been in effect during such period.

                  (b) Schedule 3.19 identifies each agreement or other document
to which the Borrower or any Subsidiary is a party or by which it is bound as of
the Effective Date that will remain in effect after the Effective Date (i) that
relates to the Split-Off or (ii) to which any Person (other than the Borrower or
a Subsidiary of the Borrower) that is an Affiliate of the Borrower is a party.
True and correct copies of all such agreements and documents have been delivered
to the Lenders.


<PAGE>   92


                                                                              85


                  SECTION 3.20. Year 2000. Any reprogramming required to permit
the proper functioning, in and following the year 2000, of (i) the computer
systems of the Borrower and the Subsidiaries and (ii) equipment containing
embedded microchips (including systems and equipment supplied by others or with
which the systems of the Borrower and the Subsidiaries interface) and the
testing of all such systems and equipment, as so reprogrammed, will be completed
in all material respects by June 30, 1999. The cost to the Borrower and the
Subsidiaries of such reprogramming and testing and of the reasonably foreseeable
consequences of year 2000 to the Borrower and the Subsidiaries (including
reprogramming errors and the failure of others' systems or equipment) will not
result in a Default or a Material Adverse Effect. Except for such of the
reprogramming referred to in the preceding sentence as may be necessary, the
computer and management information systems of the Borrower and the Subsidiaries
are and, with ordinary course upgrading and maintenance, will continue for the
term of this Agreement to be, sufficient to permit the Borrower to conduct its
business without a Material Adverse Effect.



                                   ARTICLE IV

                                   Conditions

                  SECTION 4.01. Restatement Date. The amendments to the Original
Credit Agreement effected hereby and the obligations of the Lenders to make the
Additional Loans shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 9.02):

                  (a) The Administrative Agent (or its counsel) shall have
         received from the Borrower, the Mexico Borrower, the "Required Lenders"
         (under and as defined in the Original Credit Agreement) and each Lender
         with a Mexico Term Commitment, Tranche A Term Commitment or Tranche B
         Term Commitment, either (i) a counterpart of this Agreement signed on
         behalf of such party or (ii) written evidence satisfactory to the
         Administrative Agent (which may include telecopy transmission of a
         signed signature page of this Agreement) that such party has signed a
         counterpart of this Agreement.



<PAGE>   93


                                                                              86


                  (b) The Administrative Agent shall have received a favorable
         written opinion (addressed to the Administrative Agent and the Lenders
         and dated the Restatement Date) of each of (i) Winston & Strawn,
         counsel for the Borrower and the Mexico Borrower, substantially
         addressing the matters set forth in Exhibit B-1, (ii) Laffan, Muesy &
         Garay, counsel for the Mexico Borrower, substantially in the form of
         Exhibit B-2, (iii) Van Cott, Bagley, Cornwall & McCarthy, Utah counsel
         for the Borrower, substantially in the form of Exhibit B-3 and (iv) to
         the extent requested by the Administrative Agent, local counsel in each
         jurisdiction where a Mortgaged Property is located, substantially in a
         form agreed to by the Administrative Agent, and, in the case of each
         such opinion required by this paragraph, covering such other matters
         relating to the Loan Parties, the Loan Documents or the Restatement
         Transactions as the Administrative Agent shall reasonably request. The
         Borrower and the Mexico Borrower hereby request such counsel to deliver
         such opinions.

                  (c) The Administrative Agent shall have received such
         documents and certificates as the Administrative Agent or its counsel
         may reasonably request relating to the organization, existence and good
         standing of each Loan Party, the authorization of the Restatement
         Transactions and any other legal matters relating to the Loan Parties,
         the Loan Documents or the Restatement Transactions, all in form and
         substance satisfactory to the Administrative Agent and its counsel.

                  (d) The Administrative Agent shall have received a
         certificate, dated the Restatement Date and signed by the President, a
         Vice President or a Financial Officer of the Borrower, confirming
         compliance with the conditions set forth in paragraphs (a) and (b) of
         Section 4.02.

                  (e) The Administrative Agent shall have received all fees and
         other amounts due and payable on or prior to the Restatement Date,
         including, to the extent invoiced, reimbursement or payment of all
         out-of-pocket expenses required to be reimbursed or paid by any Loan
         Party hereunder or under any other Loan Document.

                  (f) The Collateral Agent shall have received counterparts of
         the Pledge Agreement signed on behalf of the Borrower and each
         Subsidiary Loan Party, together


<PAGE>   94


                                                                              87


         with stock certificates representing all the outstanding shares of
         capital stock of each Subsidiary owned by or on behalf of any Loan
         Party as of the Restatement Date after giving effect to the Restatement
         Transactions (except that such delivery of stock certificates
         representing shares of common stock of a Foreign Subsidiary that is not
         a Subsidiary Loan Party may be limited to 65% of the outstanding shares
         of common stock of such Foreign Subsidiary), promissory notes
         evidencing all intercompany Indebtedness owed to any Loan Party by the
         Borrower or any Subsidiary as of the Restatement Date after giving
         effect to the Restatement Transactions and stock powers and instruments
         of transfer, endorsed in blank, with respect to such stock certificates
         and promissory notes; provided that (i) Blessings and its subsidiaries
         shall be deemed not to be Loan Parties for purposes of this paragraph
         unless the Merger occurs on the Restatement Date and (ii) the Mexico
         Borrower shall be deemed not to be a Loan Party for purposes of this
         paragraph. The Collateral Agent shall have received evidence that all
         actions specified in Schedule 3.16(a) shall have been taken.

                  (g) The Collateral Agent shall have received counterparts of
         the Security Agreement signed on behalf of the Borrower and each
         Subsidiary Loan Party (other than Blessings and its subsidiaries, if
         the Merger does not occur on the Restatement Date), together with the
         following:

                         (i) all documents and instruments, including Uniform
                  Commercial Code financing statements, required by law or
                  reasonably requested by the Administrative Agent to be filed,
                  registered or recorded to create or perfect the Liens intended
                  to be created under the Security Agreement; and

                         (ii) a completed Perfection Certificate dated the
                  Restatement Date and signed by an executive officer or
                  Financial Officer of the Borrower, together with all
                  attachments contemplated thereby, including the results of a
                  search of the Uniform Commercial Code (or equivalent) filings
                  made with respect to the Loan Parties in the jurisdictions
                  contemplated by the Perfection Certificate (other than
                  jurisdictions in which a search was undertaken in the name of
                  such Loan Party in connection with


<PAGE>   95


                                                                              88


                  the execution of the Original Credit Agreement) and copies of
                  the financing statements (or similar documents) disclosed by
                  such search and evidence reasonably satisfactory to the
                  Administrative Agent that the Liens indicated by such
                  financing statements (or similar documents) are permitted by
                  Section 6.03 or have been released.

                  (h) The Collateral Agent shall have received (i) counterparts
         of a Mortgage with respect to each Mortgaged Property signed on behalf
         of the record owner of such Mortgaged Property, (ii) a policy or
         policies of title insurance issued by a nationally recognized title
         insurance company, insuring the Lien of each such Mortgage as a valid
         first Lien on the Mortgaged Property described therein, free of any
         other Liens except as permitted by Section 6.03, in form and substance
         reasonably acceptable to the Collateral Agent, together with such
         endorsements, coinsurance and reinsurance as the Collateral Agent or
         the Required Lenders may reasonably request, (iii) copies of all
         existing surveys and such other information and documents with respect
         to the Mortgaged Properties as shall be necessary for the aforesaid
         title insurance policies to be issued without a survey exception and
         (iv) such other customary documentation with respect to the Mortgaged
         Properties as the Administrative Agent may reasonably require; provided
         that (A) with respect to any Mortgaged Property as to which a Mortgage
         was recorded prior to the Restatement Date, the requirements of this
         paragraph shall be limited to such supplements, amendments and
         bring-downs as the Collateral Agent shall request and (B) if the Merger
         does not occur on the Restatement Date, the requirements of clauses (i)
         and (ii) above shall not apply to Mortgaged Properties owned by
         Blessings or any subsidiary thereof until the Merger Date.

                  (i) The Administrative Agent shall have received (i)
         counterparts of the Guarantee Agreement signed on behalf of the
         Borrower and each Subsidiary Loan Party and (ii) counterparts of the
         Indemnity, Subrogation and Contribution Agreement signed on behalf of
         the Borrower and each Subsidiary Loan Party; provided that Blessings
         and its subsidiaries shall be deemed not to be Subsidiary Loan Parties
         for purposes of this paragraph unless the Merger occurs on the
         Restatement Date.



<PAGE>   96


                                                                              89


                  (j) The Administrative Agent shall have received evidence
         satisfactory to it that the insurance required by Section 5.07 is in
         effect.

                  (k) The Senior Subordinated Note Documents shall have been
         amended to the extent necessary to permit the Restatement Transactions,
         and such amendment shall be reasonably satisfactory to the Lenders in
         form and substance.

                  (l) The Required Lenders shall be satisfied with any change in
         the material terms of the Acquisition, including the material terms and
         conditions of (i) the Tender Offer, (ii) the Merger and (iii) the
         Acquisition Agreement and any other agreements entered into in
         connection with the Restatement Transactions.

                  (m) All conditions to the acceptance of the shares of
         Blessings' capital stock pursuant to the Tender Offer shall have been
         satisfied (without giving effect to any material amendment or waiver
         that has not been approved by the Required Lenders) and a sufficient
         number of shares of the Blessings' capital stock shall have been
         validly tendered and accepted for purchase pursuant to and in
         accordance with the Tender Offer to permit the Borrower and the
         Acquisition Sub to cause the Merger to occur without the approval of
         any other stockholder of Blessings.

                  (n) Either (i) the Merger shall be consummated on the
         Restatement Date or (ii) there shall not be any further consent,
         approval, waiver, condition or other material impediment to the
         consummation of the Merger, other than (x) approval of the Merger by
         vote of the stockholders (which shall be within the control of the
         Borrower) of Blessings at a meeting of stockholders, (y) customary
         filings in the State of Delaware to effect the Merger and (z) the other
         conditions to the Merger set forth in the Acquisition Agreement.

                  (o) The Required Lenders shall be satisfied in all material
         respects with the proposed capital structure of the Borrower and its
         Subsidiaries after consummation of the Restatement Transactions (it
         being agreed that the Required Lenders are satisfied as of the date
         hereof with the proposed capital structure of the Borrower and its
         Subsidiaries described in the Term Sheet).


<PAGE>   97


                                                                              90


                  (p) After giving effect to the Restatement Transactions, the
         Borrower and its Subsidiaries shall not have any outstanding
         Indebtedness or preferred stock other than Indebtedness permitted by
         Section 6.01. The terms and conditions of any Indebtedness of Blessings
         and its subsidiaries to remain outstanding after the Restatement Date
         shall be reasonably satisfactory in all respects to the Lenders.

                  (q) The Lenders shall be reasonably satisfied in all respects
         with the tax position and the contingent tax and other liabilities of,
         and with any tax sharing agreements involving, the Borrower and its
         Subsidiaries after giving effect to the Restatement Transactions and
         the other transactions contemplated hereby, and with the plans of the
         Borrower with respect thereto (it being understood that the information
         disclosed by the Borrower to the Administrative Agent prior to the date
         of the Term Sheet with respect to the foregoing tax matters shall be
         deemed satisfactory).

                  (r) All material consents and approvals required to be
         obtained from any Governmental Authority or other Person in connection
         with the Restatement Transactions (including the Merger) shall have
         been obtained, all applicable waiting periods and appeal periods shall
         have expired, in each case without the imposition of any burdensome
         conditions, and there shall be no action by any Governmental Authority,
         actual or threatened, that would restrain, prevent or impose burdensome
         conditions on the Restatement Transactions.

                  (s) The Lenders shall have received (i) copies of all existing
         environmental reports prepared with respect to each parcel of real
         property and the improvements thereto owned by Blessings or any of its
         subsidiaries as of the Restatement Date and any Environmental
         Liabilities that may be attributable to such properties or operations
         thereon and (ii) such other materials relating to Blessings' compliance
         with Environmental Laws and actual or potential Environmental
         Liabilities as shall be reasonably specified by the Administrative
         Agent, all of which shall be satisfactory to the Administrative Agent
         (it being understood that the condition set forth in clause (ii) above
         has been satisfied).



<PAGE>   98


                                                                              91


                  (t) There shall be no litigation or administrative proceeding
         that would to have a Material Adverse Effect, or a material adverse
         effect on the ability of the parties to consummate the Restatement
         Transactions or the other transactions contemplated hereby.

The Administrative Agent shall notify the Borrower and the Lenders of the
Restatement Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the amendments to the Original Credit Agreement
that would be effected hereby and the obligations of the Lenders to make the
Additional Loans shall not become effective unless each of the foregoing
conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00
p.m., New York City time, on June 30, 1998 (and, in the event such conditions
are not so satisfied or waived, the Original Credit Agreement shall remain in
effect without giving effect to any amendments thereto contemplated hereby).

                  SECTION 4.02. Each Credit Event. The obligation of each Lender
to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to
issue, amend, renew or extend any Letter of Credit, is subject to the
satisfaction of the following conditions:

                  (a) The representations and warranties of each Loan Party set
         forth in the Loan Documents shall be true and correct on and as of the
         date of such Borrowing or the date of issuance, amendment, renewal or
         extension of such Letter of Credit, as applicable.

                  (b) At the time of and immediately after giving effect to such
         Borrowing or the issuance, amendment, renewal or extension of such
         Letter of Credit, as applicable, no Default shall have occurred and be
         continuing.

                  (c) In the case of any Borrowing of Tranche A Term Loans or
         Mexico Term Loans subsequent to the Restatement Date, the Merger shall
         have been consummated.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a), (b)
and, if applicable, (c) of this Section.



<PAGE>   99


                                                                              92



                                    ARTICLE V

                              Affirmative Covenants

                  Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated and
all LC Disbursements shall have been reimbursed, the Borrower covenants and
agrees with the Lenders that:

                  SECTION 5.01. Financial Statements and Other Information. The
Borrower will furnish to the Administrative Agent and each Lender:

                  (a) within 90 days after the end of each fiscal year of the
         Borrower, its audited consolidated balance sheet and related statements
         of operations, stockholders' equity and cash flows as of the end of and
         for such year, setting forth in each case in comparative form the
         figures for the previous fiscal year, all reported on by Arthur
         Andersen LLP or other independent public accountants of recognized
         national standing (without a "going concern" or like qualification or
         exception and without any qualification or exception as to the scope of
         such audit other than as to Unrestricted Subsidiaries) to the effect
         that such consolidated financial statements present fairly in all
         material respects the financial condition and results of operations of
         the Borrower and its consolidated Subsidiaries on a consolidated basis
         in accordance with GAAP consistently applied;

                  (b) within 45 days after the end of each of the first three
         fiscal quarters of each fiscal year of the Borrower, its consolidated
         balance sheet and related statements of operations, stockholders'
         equity and cash flows as of the end of and for such fiscal quarter and
         the then elapsed portion of the fiscal year, setting forth in each case
         in comparative form the figures for the corresponding period or periods
         of (or, in the case of the balance sheet, as of the end of) the
         previous fiscal year, all certified by one of its Financial Officers as
         presenting fairly in all material respects the financial condition and
         results of operations of the Borrower and its consolidated Subsidiaries
         on a consolidated basis in accordance with GAAP consistently


<PAGE>   100


                                                                              93


         applied, subject to normal year-end audit adjustments and the absence
         of footnotes;

                  (c) concurrently with any delivery of financial statements
         under clause (a) or (b) above, a certificate of a Financial Officer of
         the Borrower (i) certifying as to whether a Default has occurred and,
         if a Default has occurred, specifying the details thereof and any
         action taken or proposed to be taken with respect thereto, (ii) setting
         forth reasonably detailed calculations with respect to compliance with
         Sections 6.13, 6.14, 6.15 and 6.16, (iii) setting forth a reasonably
         detailed calculation of the Borrower Amount, (iv) stating whether any
         change in GAAP or in the application thereof has occurred since the
         date of the Borrower's audited financial statements referred to in
         Section 3.04 and, if any such change has occurred, specifying the
         effect of such change on the financial statements accompanying such
         certificate and (v) if any Unrestricted Subsidiary exists (or existed
         at any time during the period covered by such financial statements),
         attaching consolidating balance sheets and income statements as of the
         same dates and covering the same periods, certified as true, correct
         and complete;

                  (d) concurrently with any delivery of financial statements
         under clause (a) above, a certificate of the accounting firm that
         reported on such financial statements stating whether they obtained
         knowledge during the course of their examination of such financial
         statements of any Default (which certificate may be limited to the
         extent required by accounting rules or guidelines);

                  (e) at least 30 days prior to the commencement of each fiscal
         year of the Borrower, a detailed consolidated budget for such fiscal
         year (including a projected consolidated balance sheet and related
         statements of projected operations and cash flow as of the end of and
         for such fiscal year) and, promptly when available, any significant
         revisions of such budget;

                  (f) promptly after the same become publicly available, copies
         of all periodic and other reports, proxy statements and other materials
         filed by the Borrower or any Subsidiary with the Securities and
         Exchange Commission, or any Governmental Authority


<PAGE>   101


                                                                              94


         succeeding to any or all of the functions of said Commission, or with
         any national securities exchange, as the case may be; and

                  (g) promptly following any request therefor, such other
         information regarding the operations, business affairs and financial
         condition of the Borrower or any Subsidiary, or compliance with the
         terms of any Loan Document, as the Administrative Agent or any Lender
         may reasonably request.

                  SECTION 5.02. Notices of Material Events. The Borrower will
furnish to the Administrative Agent and each Lender prompt written notice of the
following:

                  (a) the occurrence of any Default;

                  (b) the filing or commencement of any action, suit or
         proceeding by or before any arbitrator or Governmental Authority
         against or affecting the Borrower or any Affiliate thereof that, if
         adversely determined, would reasonably be expected to result in a
         Material Adverse Effect;

                  (c) the occurrence of any ERISA Event that, alone or together
         with any other ERISA Events that have occurred, would reasonably be
         expected to result in liability of the Borrower and its Subsidiaries in
         an aggregate amount exceeding $5,000,000; and

                  (d) any other development that results in, or would reasonably
         be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

                  SECTION 5.03. Information Regarding Collateral. The Borrower
and/or the Mexico Borrower will furnish to the Administrative Agent prompt
written notice of any change (i) in any Loan Party's corporate name or in any
trade name used to identify it in the conduct of its business or in the
ownership of its properties, (ii) in the location of any Loan Party's chief
executive office, its principal place of


<PAGE>   102


                                                                              95


business, any office in which it maintains books or records relating to
Collateral owned by it or any office or facility at which Collateral owned by it
is located (including the establishment of any such new office or facility),
(iii) in any Loan Party's identity or corporate structure, (iv) in any Loan
Party's Federal Taxpayer Identification Number or (v) in any Loan Party's
jurisdiction of incorporation. The Borrower agrees not to effect or permit any
change referred to in the preceding sentence unless all filings have been made
under the Uniform Commercial Code or otherwise that are required in order for
the Administrative Agent to continue at all times following such change to have
a valid, legal and perfected security interest in all the Collateral; provided
that the Administrative Agent shall take any action reasonably requested by the
Borrower to maintain a valid, legal and perfected security interest in all the
Collateral.

                  SECTION 5.04. Existence; Conduct of Business. The Borrower
will, and will cause each of its Restricted Subsidiaries to, do or cause to be
done all things necessary to preserve, renew and keep in full force and effect
its legal existence and the rights, licenses, permits, privileges, franchises,
patents, copyrights, trademarks and trade names material to the conduct of the
business of the Borrower and its Restricted Subsidiaries, taken as a whole;
provided that the foregoing shall not prohibit any merger, consolidation,
liquidation or dissolution permitted under Section 6.04.

                  SECTION 5.05. Payment of Obligations. The Borrower will, and
will cause each of its Subsidiaries to, pay its Indebtedness and other
obligations, including Tax liabilities, before the same shall become delinquent
or in default, except where (a) the validity or amount thereof is being
contested in good faith by appropriate procedures or proceedings, (b) the
Borrower or such Subsidiary has set aside on its books adequate reserves with
respect thereto in accordance with GAAP, (c) such contest effectively suspends
collection of the contested obligation and the enforcement of any Lien securing
such obligation and (d) the failure to make payment pending such contest would
not reasonably be expected to result in a Material Adverse Effect.

                  SECTION 5.06. Maintenance of Properties. The Borrower will,
and will cause each of its Restricted Subsidiaries to, keep and maintain all
property material to the conduct of the business of the Borrower and its
Restricted


<PAGE>   103


                                                                              96


Subsidiaries taken as a whole in good working order and condition, ordinary wear
and tear excepted.

                  SECTION 5.07. Insurance. The Borrower will, and will cause
each of its Restricted Subsidiaries to, maintain, with financially sound and
reputable insurers, insurance with respect to its material properties and
business against loss or damage of the kinds customarily insured against by
Persons engaged in the same or similar business, of such types and in such
amounts as are customarily carried under similar circumstances by such other
Persons. Such insurance shall be maintained with financially sound and reputable
insurers, except that a portion of such insurance program (not to exceed that
which is customary in the case of companies engaged in the same or similar
business or having similar properties similarly situated) may be effected
through self-insurance, provided adequate reserves therefor, in accordance with
GAAP, are maintained. All insurance policies or certificates (or certified
copies thereof) with respect to such insurance (A) shall be endorsed to the
Collateral Agent's reasonable satisfaction for the benefit of the Lenders
(including, without limitation, by naming the Collateral Agent as loss payee or
additional insured, as appropriate); and (B) shall state that such insurance
policy shall not be canceled or revised without thirty days' prior written
notice thereof by the insurer to the Administrative Agent and (iii) furnish to
the Administrative Agent, on the Restatement Date and on the date of delivery of
each annual financial statement, full information as to the insurance carried.
At any time that insurance at levels described in Schedule 5.07 is not being
maintained by or on behalf of the Borrower or any of its Restricted
Subsidiaries, the Borrower will notify the Lenders in writing within two
Business Days thereof and, if thereafter notified by the Administrative Agent or
the Required Lenders to do so, the Borrower or any such Restricted Subsidiary,
as the case may be, shall obtain insurance at such levels at least equal to
those set forth on Schedule 5.07; provided that the requirements of this
sentence shall not apply to Blessings or any of its subsidiaries prior to the
Merger Date.

                  SECTION 5.08. Casualty and Condemnation. (a) The Borrower will
furnish to the Administrative Agent and the Lenders prompt written notice of any
casualty or other insured damage to any portion of any Collateral or the
commencement of any action or proceeding for the taking of any Collateral or any
part thereof or interest therein under power of eminent domain or by
condemnation or similar proceeding, where the


<PAGE>   104


                                                                              97


aggregate fair market value of the Collateral so affected in connection with
casualty events or condemnations is, in the aggregate, at least $2,500,000.

                  (b) If any event described in paragraph (a) of this Section
results in Net Proceeds (whether in the form of insurance proceeds, condemnation
award or otherwise), the Collateral Agent is authorized to collect such Net
Proceeds and, if received by the Borrower or any Subsidiary, such Net Proceeds
shall be paid over to the Collateral Agent; provided that (i) if the aggregate
Net Proceeds in respect of such event (other than proceeds of business
interruption insurance) are less than $5,000,000, such Net Proceeds shall be
paid over to the Borrower unless a Default has occurred and is continuing, and
(ii) all proceeds of business interruption insurance shall be paid over to the
Borrower unless a Default has occurred and is continuing. All such Net Proceeds
retained by or paid over to the Collateral Agent shall be held by the Collateral
Agent and released from time to time to pay the costs of repairing, restoring or
replacing the affected property in accordance with the terms of the applicable
Security Document, subject to the provisions of the applicable Security Document
regarding application of such Net Proceeds during a Default.

                  (c) If any Net Proceeds retained by or paid over to the
Collateral Agent as provided above continue to be held by the Collateral Agent
on the date that is 365 days after the receipt of such Net Proceeds, then such
Net Proceeds shall be applied to prepay Term Borrowings as provided in Section
2.11(b), subject to Section 2.11(e).

                  SECTION 5.09. Books and Records; Inspection and Audit Rights.
The Borrower will, and will cause each of its Subsidiaries to, keep proper books
of record and account in which full, true and correct entries are made in all
material respects of all dealings and transactions in relation to its business
and activities. The Borrower will, and will cause each of its Subsidiaries to,
permit any representatives designated by the Administrative Agent or any Lender,
upon reasonable prior notice, to visit and inspect its properties, to examine
and make extracts from its books and records, and to discuss its affairs,
finances and condition with its officers and independent accountants (and the
Borrower shall be provided the opportunity to participate in any such
discussions with such independent accountants), all at such reasonable times and
as often as reasonably requested.


<PAGE>   105


                                                                              98


                  SECTION 5.10. Compliance with Laws. The Borrower will, and
will cause each of its Subsidiaries to, comply with all laws, rules, regulations
and orders of any Governmental Authority applicable to it or its property,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

                  SECTION 5.11. Use of Proceeds and Letters of Credit. The
proceeds of the Original Term Loans, together with a portion of the net proceeds
of the Senior Subordinated Notes, will be used solely to (a) repay in full the
principal amount of, and all accrued interest with respect to, the Existing
Intercompany Indebtedness and (b) pay a portion of the Original Transaction
Costs. The proceeds of the Additional Loans will be used solely to (i) pay the
Purchase Price, (ii) repay in full the principal amount of, and all accrued
interest with respect to, the Existing Blessings Indebtedness, (iii) pay the
Restatement Transaction Costs and (iv) to the extent of any excess proceeds, to
prepay Revolving Loans. The proceeds of the Revolving Loans and Swingline Loans
will be used solely for (a) general corporate purposes, (b) in an amount not to
exceed $70,000,000 to finance the CT Film Acquisition and to pay related
transaction costs and (c) to pay a portion of the Original Transaction Costs. No
part of the proceeds of any Loan will be used, whether directly or indirectly,
for any purpose that entails a violation of any of the Regulations of the Board,
including Regulations U and X. Letters of Credit will be issued only for general
corporate purposes.

                  SECTION 5.12. Additional Subsidiaries. If any additional
Subsidiary is formed or acquired after the Restatement Date, the Borrower will
notify the Administrative Agent and the Lenders thereof and (a) if such
Subsidiary is a Subsidiary Loan Party, the Borrower will cause such Subsidiary
to become a party to the Guarantee Agreement, the Indemnity, Subrogation and
Contribution Agreement and each applicable Security Document in the manner
provided therein within three Business Days after such Subsidiary is formed or
acquired and promptly take such actions to create and perfect Liens on such
Subsidiary's assets to secure the Obligations as the Administrative Agent or the
Required Lenders shall reasonably request and (b) if such Subsidiary is a
Restricted Subsidiary and any shares of capital stock or Indebtedness of such
Subsidiary are owned by or on behalf of any Loan Party, the Borrower will cause
such shares and promissory notes evidencing such Indebtedness to be pledged
pursuant to the


<PAGE>   106


                                                                              99


Pledge Agreement within three Business Days after such Subsidiary is formed or
acquired (except that, if such Subsidiary is a Foreign Subsidiary and is not a
Subsidiary Loan Party, shares of common stock of such Subsidiary that are owned
by or on behalf of the Borrower or a Subsidiary Loan Party and that are to be
pledged pursuant to the Pledge Agreement may be limited to 65% of the
outstanding shares of common stock of such Subsidiary); provided that, for
purposes of this Section 5.12, Blessings and its subsidiaries shall be deemed to
have been acquired on the Merger Date.

                  SECTION 5.13. Further Assurances. (a) The Borrower will, and
will cause each Subsidiary Loan Party to, execute any and all further documents,
financing statements, agreements and instruments, and take all such further
actions (including the filing and recording of financing statements, fixture
filings, mortgages, deeds of trust and other documents), that may be required
under any applicable law, or which the Administrative Agent or the Required
Lenders may reasonably request, to effectuate the transactions contemplated by
the Loan Documents or to grant, preserve, protect or perfect the Liens created
or intended to be created by the Security Documents or the validity or priority
of any such Lien, all at the expense of the Loan Parties; provided that
Blessings and its subsidiaries shall be deemed not to be Subsidiary Loan Parties
for purposes of this Section until the Merger occurs. The Borrower also agrees
to provide to the Administrative Agent, from time to time upon request, evidence
reasonably satisfactory to the Administrative Agent as to the perfection and
priority of the Liens created or intended to be created by the Security
Documents.

                  (b) If any material assets (including any real property or
improvements thereto or any interest therein) are acquired by the Borrower or
any Subsidiary Loan Party after the Effective Date (other than assets
constituting Collateral under the Security Agreement that become subject to the
Lien of the Security Agreement upon acquisition thereof), the Borrower will
notify the Administrative Agent and the Lenders thereof, and, if requested by
the Administrative Agent or the Required Lenders, the Borrower will cause such
assets to be subjected to a Lien securing the Obligations and will take, and
cause the Subsidiary Loan Parties to take, such actions as shall be necessary or
reasonably requested by the Administrative Agent to grant and perfect such
Liens, including actions described in paragraph (a) of this Section, all at the
expense of the Loan Parties, provided that the


<PAGE>   107


                                                                             100


following property shall not be covered by this Section 5.13(b): (i)
intellectual property a security interest in which would require filings or
recordations under laws other than the laws of the United States or any
jurisdiction thereof, (ii) owned real estate or leasehold interests with an
aggregate fair market value of less than $5,000,000, and (iii) other tangible
personal property with an aggregate fair market value of less than $5,000,000;
provided further that Blessings and its subsidiaries shall be deemed not to be
Subsidiary Loan Parties for purposes of this Section until the Merger occurs.

                  SECTION 5.14. Merger. If the Merger is not consummated on the
Restatement Date, the Borrower shall cause the Merger to be consummated (a)
within 120 days after the Restatement Date or (b) if the Acquisition Sub
acquires sufficient shares of Blessings capital stock pursuant to the Tender
Offer to cause the Merger to occur pursuant to Section 253 of the General
Corporation Law of the State of Delaware, within ten Business Days after the
Restatement Date.


                                   ARTICLE VI

                               Negative Covenants

                  Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full and all Letters of Credit have expired or terminated and all LC
Disbursements shall have been reimbursed, the Borrower covenants and agrees with
the Lenders that:

                  SECTION 6.01. Indebtedness. The Borrower will not, and will
not permit any Restricted Subsidiary to, create, incur, assume or permit to
exist any Indebtedness, except:

                  (i) Indebtedness created under the Loan Documents;

                  (ii) Indebtedness existing on the Restatement Date and set
         forth in Schedule 6.01 and extensions, renewals and replacements of any
         such Indebtedness that do not increase the outstanding principal amount
         thereof; provided that, if the Merger is not consummated on the
         Restatement Date, Existing Blessings Indebtedness also shall be
         permitted until 5:00 p.m. on the Merger Date;


<PAGE>   108


                                                                             101


                  (iii) Indebtedness of the Borrower to any Restricted
         Subsidiary and of any Restricted Subsidiary to the Borrower or any
         other Restricted Subsidiary; provided that Indebtedness of any
         Restricted Subsidiary that is not a Loan Party to the Borrower or any
         Subsidiary Loan Party shall be subject to Section 6.05;

                  (iv) Guarantees by the Borrower of Indebtedness of any
         Restricted Subsidiary, joint venture or Unrestricted Subsidiary and by
         any Restricted Subsidiary of Indebtedness of the Borrower, any other
         Restricted Subsidiary, any joint venture or any Unrestricted
         Subsidiary; provided that (i) Guarantees by the Borrower or any
         Subsidiary Loan Party of Indebtedness of any Restricted Subsidiary that
         is not a Loan Party, and Guarantees by the Borrower or any Restricted
         Subsidiary of Indebtedness of a joint venture or an Unrestricted
         Subsidiary, in each case shall be subject to Section 6.05 and (ii) any
         Guarantee of the Senior Subordinated Notes by a Restricted Subsidiary
         shall be subordinated on the same terms as the Senior Subordinated
         Notes and shall be given only by a Restricted Subsidiary that is a
         Subsidiary Loan Party that is a party to the Guarantee Agreement;

                  (v) Indebtedness of the Borrower or any Restricted Subsidiary
         incurred to finance the acquisition, construction or improvement of any
         fixed or capital assets, including Capital Lease Obligations and any
         Indebtedness assumed in connection with the acquisition of any such
         assets or secured by a Lien on any such assets prior to the acquisition
         thereof, including Capital Lease Obligations incurred pursuant to
         transactions permitted by Section 6.07, and extensions, renewals and
         replacements of any such Indebtedness that do not increase the
         outstanding principal amount thereof or result in an earlier maturity
         date or decreased weighted average life thereof; provided that (A) such
         Indebtedness is incurred prior to or within 120 days after such
         acquisition or the completion of such construction or improvement and
         (B) the aggregate principal amount of Indebtedness permitted by this
         clause (v) and clause (vi) below shall not exceed $25,000,000 at any
         time outstanding; provided further that Indebtedness of Blessings and
         its subsidiaries that is outstanding on the Merger Date, is not set
         forth on Schedule 6.01 and would have been permitted by this clause (v)
         when

<PAGE>   109


                                                                             102


         incurred (if Blessings and its subsidiaries had been Subsidiaries as of
         such time), also shall be permitted by this clause (v) subject to the
         limitation set forth in clause (B) of the foregoing proviso;

                  (vi) Indebtedness of any Person that becomes a Restricted
         Subsidiary after the Effective Date (other than pursuant to the CT Film
         Acquisition); provided that (A) such Indebtedness exists at the time
         such Person becomes a Restricted Subsidiary and is not created in
         contemplation of or in connection with such Person becoming a
         Restricted Subsidiary and (B) the aggregate principal amount of
         Indebtedness permitted by this clause (vi) and clause (v) above shall
         not exceed $25,000,000 at any time outstanding;

                  (vii) the Senior Subordinated Notes in an aggregate principal
         amount not exceeding the principal amount thereof issued on or prior to
         the Effective Date;

                  (viii) unsecured Indebtedness representing the deferred
         purchase price for Permitted Acquisitions; provided that (a) no
         Restricted Subsidiary shall be liable (pursuant to a Guarantee or
         otherwise) for any such Indebtedness incurred in connection with any
         Permitted Acquisition other than any Restricted Subsidiary resulting
         from such Permitted Acquisition, (b) any financial covenants relating
         to such Indebtedness shall be no more restrictive to the Borrower and
         its Subsidiaries than, and the other material terms with respect to
         such Indebtedness shall be no more restrictive to the Borrower and its
         Restricted Subsidiaries, taken as a whole, than, the equivalent such
         covenants and terms contained in this Agreement and (c) the aggregate
         principal amount of Indebtedness permitted by this clause (viii) shall
         not exceed $15,000,000 at any time outstanding;

                  (ix) other Indebtedness (including borrowings under overdraft
         facilities) in an aggregate principal amount not exceeding $15,000,000
         at any time outstanding; provided that (a) the aggregate principal
         amount of Indebtedness of the Borrower's Restricted Subsidiaries
         permitted by this clause (ix) shall not exceed $10,000,000 at any time
         outstanding and (b) all such Indebtedness shall be unsecured, except
         that overdraft facilities may be secured to the extent permitted by
         clause (f) of Section 6.03; and


<PAGE>   110


                                                                             103


                  (x) Permitted Mexico Indebtedness.

                  SECTION 6.02. Certain Equity Securities. The Borrower will
not, nor will it permit any Restricted Subsidiary to, issue any preferred stock
or be or become liable in respect of any obligation (contingent or otherwise) to
purchase, redeem, retire, acquire or make any other payment in respect of any
shares of capital stock of the Borrower or any Restricted Subsidiary or any
option, warrant or other right to acquire any such shares of capital stock,
except for (i) obligations under the Acquisition Agreement and (ii) actions
otherwise permitted under Section 6.09. Notwithstanding the foregoing, the
Borrower may issue preferred stock that is not subject to any mandatory right of
redemption or any right to require the purchase thereof prior to June 30, 2007,
and any Restricted Subsidiary may issue preferred stock to the Borrower or to
any other Restricted Subsidiary.

                  SECTION 6.03. Liens. The Borrower will not, and will not
permit any Restricted Subsidiary to, create, incur, assume or permit to exist
any Lien on any property or asset now owned or hereafter acquired by it, or
assign or sell any income or revenues (including accounts receivable) or rights
in respect of any thereof, except:

                  (a) Liens created under the Loan Documents;

                  (b) Permitted Encumbrances;

                  (c) any Lien on any property or asset of the Borrower or any
         Restricted Subsidiary existing on the Effective Date and set forth in
         Schedule 6.03; provided that (i) such Lien shall not apply to any other
         property or asset of the Borrower or any Restricted Subsidiary and (ii)
         such Lien shall secure only those obligations that it secures on the
         Effective Date and extensions, renewals and replacements thereof that
         do not increase the outstanding principal amount thereof;

                  (d) any Lien existing on any property or asset prior to the
         acquisition thereof by the Borrower or any Subsidiary or existing on
         any property or asset of any Person that becomes a Subsidiary after the
         Effective Date prior to the time such Person becomes a Subsidiary;
         provided that (i) such Lien is not created in contemplation of or in
         connection with such acquisition


<PAGE>   111


                                                                             104


         or such Person becoming a Subsidiary, as the case may be, (ii) such
         Lien shall not apply to any other property or assets of the Borrower or
         any Restricted Subsidiary and (iii) such Lien shall secure only those
         obligations that it secures on the date of such acquisition or the date
         such Person becomes a Subsidiary, as the case may be and extensions,
         renewals and replacements thereof that do not increase the outstanding
         principal amount thereof;

                  (e) Liens on fixed or capital assets acquired, constructed or
         improved by the Borrower or any Restricted Subsidiary; provided that
         (i) such Liens secure Indebtedness permitted by clause (v) of Section
         6.01, (ii) such Liens and the Indebtedness secured thereby are incurred
         prior to or within 120 days after such acquisition or the completion of
         such construction or improvement, (iii) the Indebtedness secured
         thereby does not exceed 100% of the cost of acquiring, constructing or
         improving such fixed or capital assets and (iv) such security interests
         shall not apply to any other property or assets of the Borrower or any
         Restricted Subsidiary other than property directly related to such
         fixed or capital assets and of a type customarily covered by such
         Liens, except that such security interests may not apply to any
         accounts receivable or inventory; and

                  (f) Liens securing Indebtedness under (i) the Borrower's
         domestic overdraft facilities in an amount not exceeding $10,000,000
         and (ii) foreign overdraft facilities of Foreign Subsidiaries in an
         amount not exceeding $10,000,000; provided that Liens permitted by
         clause (ii) shall apply only to properties and assets of Foreign
         Subsidiaries.

                  Notwithstanding the foregoing, for so long as Blessings'
capital stock constitutes Margin Stock, the restrictions of this Section 6.03
shall not apply to such portion (but only such portion) of Blessings' capital
stock as it shall be necessary to exclude from the operation of this Section
6.03 in order to avoid Margin Stock constituting more than 25% of the value of
all assets subject to this Section 6.03.

                  SECTION 6.04. Fundamental Changes. (a) The Borrower will not
and will not permit any Restricted Subsidiary to, merge into or consolidate with
any other Person, or permit any other Person to merge into or


<PAGE>   112


                                                                             105


consolidate with it, or liquidate or dissolve, except that, if at the time
thereof and immediately after giving effect thereto no Default shall have
occurred and be continuing (i) any Restricted Subsidiary may merge into the
Borrower in a transaction in which the Borrower is the surviving corporation,
(ii) any Restricted Subsidiary may merge into any Subsidiary Loan Party in a
transaction in which the surviving entity is a Subsidiary Loan Party, (iii) any
Restricted Subsidiary that is not a Loan Party may merge into any Restricted
Subsidiary that is not a Loan Party and (iv) any Restricted Subsidiary may
liquidate or dissolve if the Borrower determines in good faith that such
liquidation or dissolution is in the best interests of the Borrower and is not
materially disadvantageous to the Lenders; provided that any such merger
involving a Person that is not a Wholly Owned Subsidiary immediately prior to
such merger shall not be permitted unless also permitted by Section 6.05.

                  (b) The Borrower will not, and will not permit any of its
Restricted Subsidiaries to, engage to any material extent in any business other
than businesses of the type conducted by the Borrower and its Subsidiaries on
the Restatement Date and businesses reasonably related thereto.

                  SECTION 6.05. Investments, Loans, Advances, Guarantees and
Acquisitions. The Borrower will not, and will not permit any of its Restricted
Subsidiaries to, purchase, hold or acquire (including pursuant to any merger
with any Person that was not a Wholly Owned Subsidiary prior to such merger) any
capital stock, evidences of indebtedness or other securities (including any
option, warrant or other right to acquire any of the foregoing) of, make or
permit to exist any loans or advances to, Guarantee any obligations of, or make
or permit to exist any investment or any other interest in, any other Person, or
purchase or otherwise acquire (in one transaction or a series of transactions)
any assets of any other Person constituting a business unit, except:

                  (a) Permitted Investments;

                  (b) investments set forth on Schedule 6.05, to the extent such
         investments would not be permitted under any other clause of this
         Section;

                  (c) investments by the Borrower and its Restricted
         Subsidiaries in the capital stock of their respective Restricted
         Subsidiaries; provided that (i) any such


<PAGE>   113


                                                                             106


         shares of capital stock owned by a Loan Party shall be pledged pursuant
         to the Pledge Agreement (subject to the limitations applicable to
         common stock of a Foreign Subsidiary that is not a Subsidiary Loan
         Party, referred to in Section 5.12) and (ii) the amount of such
         investments by the Loan Parties in Restricted Subsidiaries that are not
         Loan Parties, plus the amount of all loans and advances referred to in
         clause (d) below that are made by Loan Parties to Restricted
         Subsidiaries that are not Loan Parties, plus the amount of Indebtedness
         referred to in clause (e) below of Restricted Subsidiaries that are not
         Loan Parties that is Guaranteed by any Loan Party, shall not exceed
         $10,000,000 in the aggregate at any time outstanding; provided further
         that (A) investments in, loans and advances to, and Guarantees of
         Indebtedness of, the Mexico Borrower and its subsidiaries shall be
         permitted without regard to the limitations of clause (ii) of the
         foregoing proviso, provided that the aggregate amount thereof at any
         time outstanding in reliance upon this clause (A) shall not exceed
         $15,000,000, in addition to any amounts permitted as investments in,
         loans and advances to, and Guarantees of Indebtedness of, the Mexico
         Borrower and its subsidiaries pursuant to clause (ii) of the foregoing
         proviso, and (B) the Mexico Term Loans and Guarantees thereof shall be
         disregarded for purposes of determining compliance with the foregoing
         limitations;

                  (d) loans or advances made by the Borrower to any Restricted
         Subsidiary and made by any Restricted Subsidiary to the Borrower or any
         other Restricted Subsidiary; provided that any such loans and advances
         made by a Loan Party shall be evidenced by a promissory note pledged
         pursuant to the Pledge Agreement and the amount of all such loans and
         advances by Loan Parties to Subsidiaries that are not Loan Parties
         shall not exceed the limitations set forth in clause (c) above;

                  (e) Guarantees constituting Indebtedness permitted by Section
         6.01; provided that (i) the amount of Indebtedness (other than the
         Mexico Term Loans) of Restricted Subsidiaries that are not Loan Parties
         that is Guaranteed by any Loan Party shall not exceed $10,000,000 in
         the aggregate at any time outstanding and (ii) the amount of
         Indebtedness of joint ventures and Unrestricted Subsidiaries that is
         Guaranteed by the Borrower or any


<PAGE>   114


                                                                             107


         Restricted Subsidiary shall be subject to the limitations of clause (h)
         below;

                  (f) investments received in connection with the bankruptcy or
         reorganization of, or settlement of delinquent accounts and disputes
         with, customers and suppliers, in each case in the ordinary course of
         business;

                  (g) the Acquisition and the Permitted Acquisitions; provided
         that (i) the consideration for each Permitted Acquisition shall consist
         solely of cash, shares of common stock of the Borrower, the assumption
         of Indebtedness of the acquired Person or encumbering the acquired
         assets, Indebtedness referred to in clause (viii) of Section 6.01 or a
         combination thereof and (ii) at the time of and after giving effect to
         the consummation of any Permitted Acquisition the sum of the unused
         Revolving Commitments and the Borrower's and Restricted Subsidiaries'
         Permitted Investments and cash balances shall not be less than
         $20,000,000;

                  (h) investments in joint ventures and Unrestricted
         Subsidiaries in an aggregate amount, on a cumulative basis subsequent
         to the Effective Date, not exceeding the sum of (i) $15,000,000, plus
         (ii) the aggregate amount of dividends, interest, principal payments
         and returns of capital received from time to time during the term of
         this Agreement by the Borrower and its Restricted Subsidiaries in
         respect of investments made under this clause (h), plus (iii) the
         unutilized portion of the Borrower Amount as of the date of investment,
         provided that (A) the aggregate amount invested in joint ventures and
         in Unrestricted Subsidiaries subsequent to the Effective Date
         (excluding amounts invested in reliance upon clause (ii) above) shall
         not at any time exceed $25,000,000, (B) if an Unrestricted Subsidiary
         is declared to be a Restricted Subsidiary, compliance with the
         foregoing limitations shall thereafter be determined as though such
         Subsidiary had never been an Unrestricted Subsidiary and (C) for
         purposes of determining compliance with the foregoing limitations, any
         Guarantee by the Borrower or any Restricted Subsidiary of Indebtedness
         or other monetary obligations of a joint venture or Unrestricted
         Subsidiary shall be deemed to constitute an investment therein in an
         amount equal to the Indebtedness or other monetary obligations so
         Guaranteed;


<PAGE>   115


                                                                             108


                  (i) other loans, advances and investments not in excess of
         $10,000,000 outstanding at any time; and

                  (j) notes or other evidence of Indebtedness acquired as
         consideration in connection with a sale, transfer, lease or other
         disposition of any asset by the Borrower or any of the Restricted
         Subsidiaries;

provided that if the Merger is not consummated on the Restatement Date, then
Blessings and its subsidiaries shall be deemed not to be Loan Parties for
purposes of this Section until the Merger is consummated.

                  SECTION 6.06. Asset Sales. The Borrower will not, and will not
permit any of its Restricted Subsidiaries to, sell, transfer, lease or otherwise
dispose of any asset, including any capital stock, nor will the Borrower permit
any of it Restricted Subsidiaries to issue any additional shares of its capital
stock or other ownership interest in such Restricted Subsidiary, except:

                  (a) sales of inventory, used or surplus equipment and
         Permitted Investments in the ordinary course of business;

                  (b) sales, transfers and dispositions to the Borrower or a
         Restricted Subsidiary; provided that any such sales, transfers or
         dispositions involving a Restricted Subsidiary that is not a Loan Party
         (it being understood that Blessings and its subsidiaries shall be
         deemed not to be Loan Parties for this purpose until the Merger is
         consummated) shall be made in compliance with Section 6.10;

                  (c) leases and licenses entered into in the ordinary course of
         business;

                  (d) sales in connection with sale-leasebacks permitted under
         Section 6.07;

                  (e) sales of investments referred to in clauses (a), (b), (h)
         and (i) of Section 6.05;

                  (f) sales, transfers and dispositions of assets (other than
         capital stock of a Subsidiary) that are not permitted by any other
         clause of this Section; provided that the aggregate fair market value
         of all assets sold,


<PAGE>   116


                                                                             109


         transferred or otherwise disposed of in reliance upon this clause (f)
         shall not, in the aggregate, exceed $50,000,000 during the term of this
         Agreement; and

                  (g) sales, transfers and dispositions of Foreign Assets; and

                  (h) transfers and dispositions constituting investments
         permitted under Section 6.05;

provided that all sales, transfers, leases and other dispositions permitted
hereby (other than those permitted by clause (b) above) shall be made for fair
value and for at least 80% cash consideration (except that those permitted by
clause (a) above shall be made on terms that are customary in the ordinary
course).

                  Notwithstanding the foregoing, for so long as Blessings'
capital stock constitutes Margin Stock, the restrictions of this Section 6.06
shall not apply to such portion (but only such portion) of Blessings' capital
stock as it shall be necessary to exclude from the operation of this Section
6.06 in order to avoid Margin Stock constituting more than 25% of the value of
all assets subject to this Section 6.06.

                  SECTION 6.07. Sale and Lease-Back Transactions. The Borrower
will not, and will not permit any Restricted Subsidiary to, enter into any
arrangement, directly or indirectly, with any Person whereby it shall sell or
transfer any property, real or personal, used or useful in its business, whether
now owned or hereafter acquired, and thereafter rent or lease such property or
other property which it intends to use for substantially the same purpose or
purposes as the property being sold or transferred, except for any such sale of
fixed or capital assets that is consummated within 120 days after the date the
Borrower or such Restricted Subsidiary acquires or finishes construction of such
fixed or capital asset.

                  SECTION 6.08. Hedging Agreements. The Borrower will not, and
will not permit any of its Restricted Subsidiaries to, enter into any Hedging
Agreement, other than Hedging Agreements entered into in the ordinary course of
business to hedge or mitigate risks to which the Borrower or any Restricted
Subsidiary is or expects to be exposed in the conduct of its business or the
management of its liabilities.


<PAGE>   117


                                                                             110


                  SECTION 6.09. Restricted Payments; Certain Payments of
Indebtedness. (a) The Borrower will not, and will not permit any Restricted
Subsidiary to, declare or make, or agree to pay or make, directly or indirectly,
any Restricted Payment, except (i) Wholly Owned Subsidiaries may declare and pay
dividends with respect to their capital stock and Restricted Subsidiaries that
are not Wholly Owned Subsidiaries may declare and pay dividends ratably with
respect to their capital stock, (ii) the Borrower may make Restricted Payments,
not exceeding $5,000,000 during any fiscal year, pursuant to and in accordance
with stock option plans or other benefit plans for management or employees of
the Borrower and its Restricted Subsidiaries, and (iii) the Borrower may,
subject to Section 6.02, make dividends consisting solely of shares of its
capital stock.

                  (b) The Borrower will not, and will not permit any Subsidiary
to, make or agree to pay or make, directly or indirectly, any payment or other
distribution (whether in cash, securities or other property) of or in respect of
principal of or interest on any Senior Subordinated Note, or any payment or
other distribution (whether in cash, securities or other property), including
any sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancelation or termination of any Senior Subordinated
Note, except payment of regularly scheduled interest payments as and when due in
respect of the Senior Subordinated Notes.

                  SECTION 6.10. Transactions with Affiliates. The Borrower will
not, and will not permit any Restricted Subsidiary to, sell, lease or otherwise
transfer any property or assets to, or purchase, lease or otherwise acquire any
property or assets from, or otherwise engage in any other transactions with, any
of its Affiliates (including any Subsidiary), except (a) transactions in the
ordinary course of business that are at prices and on terms and conditions not
less favorable to the Borrower or such Restricted Subsidiary than could be
obtained on an arm's-length basis from unrelated third parties, (b) transactions
between or among the Borrower and the Subsidiary Loan Parties (other than
Blessings and its subsidiaries, prior to the Merger) not involving any other
Affiliate, (c) any Restricted Payment permitted by Section 6.09, and (d)
transactions expressly contemplated by Schedule 6.10.



<PAGE>   118


                                                                             111


                  SECTION 6.11. Restrictive Agreements. The Borrower will not
and will not permit any Restricted Subsidiary to, directly or indirectly, enter
into, incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon (a) the ability of the
Borrower or any Restricted Subsidiary to create, incur or permit to exist any
Lien upon any of its property or assets, or (b) the ability of any Restricted
Subsidiary to pay dividends or other distributions with respect to any shares of
its capital stock or to make or repay loans or advances to the Borrower or any
other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any
other Restricted Subsidiary; provided that (i) the foregoing shall not apply to
restrictions and conditions imposed by law or by any Loan Document, (ii) the
foregoing shall not apply to restrictions and conditions (x) existing on the
Restatement Date identified on Schedule 6.11 (but shall apply to any extension,
renewal, amendment or modification expanding the scope of, any such restriction
or condition) or (y) that are not permitted by any other clause of this Section
and are contained in any agreement to which Blessings or any subsidiary thereof
is a party on the Restatement Date, provided that restrictions and conditions
permitted by this clause (y) shall cease to be permitted on and after the Merger
Date, (iii) the foregoing shall not apply to customary restrictions and
conditions contained in agreements relating to the sale of a Subsidiary or
assets pending such sale, provided such restrictions and conditions apply only
to the Subsidiary or assets that are to be sold and such sale is permitted
hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or
conditions imposed by any agreement relating to secured Indebtedness permitted
by this Agreement if such restrictions or conditions apply only to the property
or assets securing such Indebtedness, (v) clause (a) of the foregoing shall not
apply to customary provisions in contracts restricting the assignment thereof
and (vi) the foregoing shall not apply to restrictions imposed by any agreement
relating to Indebtedness of a Foreign Subsidiary that applies only to such
Foreign Subsidiary and its assets.

                  SECTION 6.12. Amendment of Material Documents. The Borrower
will not, and will not permit any Subsidiary to, amend, modify or waive any of
its rights under (a) its certificate of incorporation, by-laws or other
organizational documents (other than amendments and modifications that are not
adverse to the interests of the Lenders and do not impair the exercise of
remedies under any Security Document), (b) the


<PAGE>   119


                                                                             112


Senior Subordinated Notes or any Senior Subordinated Note Document (other than
Amendment No. 1 dated as of May 4, 1998, to the Indenture dated as of September
30, 1997, governing the Senior Subordinated Notes), (c) any Split-Off Document
(other than amendments and modifications made after the Split-Off that are not
materially adverse to the interests of the Lenders) or Acquisition Document
(other than amendments, modifications and waivers that, in the aggregate, are
not material) or (d) any agreement or document identified on Schedule 3.19 or
relating to any transaction referred to on Schedule 6.10; provided that the
Borrower or any Subsidiary may amend, modify or waive any of its rights under
any agreement or document referred to in clause (d) above if such amendment,
modification or waiver (i) is on terms no less favorable to the Borrower and its
Subsidiaries than would be obtained on an arm's length basis from unrelated
third parties and (ii) could not reasonably be expected to result in a Material
Adverse Effect.

                  SECTION 6.13. Capital Expenditures. The Borrower will not
make, and will not permit its Restricted Subsidiaries to make, Capital
Expenditures other than Capital Expenditures made by the Borrower and its
Restricted Subsidiaries in any fiscal year of the Borrower in an aggregate
amount not exceeding (a) $40,000,000 plus, for each fiscal year following the
Effective Date (commencing with the 1998 fiscal year), an amount equal to the
excess, if any, of $40,000,000 over the aggregate amount of Capital Expenditures
made in the immediately preceding fiscal year (including, with respect to 1997,
those capital expenditures of Huntsman Polymers Corporation's CT Film Division
that would qualify as "Capital Expenditures" under this Agreement if made by the
Borrower and its Restricted Subsidiaries), plus (b) amounts available from time
to time to be invested in joint ventures and Unrestricted Subsidiaries under
clause (h) of Section 6.05; provided that (i) to the extent that Capital
Expenditures are made in reliance upon clause (b) above, amounts available to be
invested in joint ventures and Unrestricted Subsidiaries under clause (h) of
Section 6.02 shall be deemed utilized thereunder for purposes of determining
compliance therewith, and (ii) the Borrower and its Restricted Subsidiaries may
make Capital Expenditures in any fiscal year exceeding the amount otherwise
permitted for such fiscal year pursuant to the foregoing provisions of this
Section, provided that the aggregate amount of Capital Expenditures made in
reliance upon this clause (ii), on a cumulative basis, shall not exceed
$30,000,000.



<PAGE>   120


                                                                             113


                  SECTION 6.14. Leverage Ratio. The Borrower will not permit the
Leverage Ratio as of any date during any period set forth below (inclusive of
the specified first and last day of such period) to be in excess of the ratio
set forth below opposite such period:

<TABLE>
<CAPTION>
         Period                                              Ratio
         ------                                              -----
<S>                                                       <C> 
Effective Date-June 30, 1998                              6.50 to 1.00
July 1, 1998-September 30, 1998                           6.25 to 1.00
October 1, 1998-March 31, 1999                            6.00 to 1.00
April 1, 1999-June 30, 1999                               5.75 to 1.00
July 1, 1999-December 31, 1999                            5.50 to 1.00
January 1, 2000-March 31, 2000                            5.00 to 1.00
April 1, 2000-September 30, 2000                          4.50 to 1.00
October 1, 2000-September 30, 2001                        4.00 to 1.00
October 1, 2001 and thereafter                            3.50 to 1.00
</TABLE>

                  SECTION 6.15. Interest Coverage Ratio. The Borrower will not
permit the ratio of Consolidated EBITDA to Cash Interest Expense for any period
of four consecutive fiscal quarters ending during any period set forth below
(inclusive of the specified first and last day of such period) to be less than
the ratio set forth below opposite such period:

<TABLE>
<CAPTION>
                 Period                                Ratio
                 ------                                -----
<S>                                                 <C> 
December 31, 1997-September 30, 1998                1.50 to 1.00
October 1, 1998-March 31, 1999                      1.75 to 1.00
April 1, 1999-September 30, 1999                    2.00 to 1.00
October 1, 1999-September 30, 2000                  2.25 to 1.00
October 1, 2000-September 30, 2001                  2.50 to 1.00
October 1, 2001-September 30, 2002                  2.75 to 1.00
October 1, 2002 and thereafter                      3.00 to 1.00
</TABLE>

                  SECTION 6.16. Minimum Net Worth. The Borrower will not permit
its Adjusted Consolidated Net Worth at the end of any fiscal quarter to be less
than the sum of (a) $60,400,000 plus (b) 50% of consolidated net income of the
Borrower and its consolidated Restricted Subsidiaries for each fiscal quarter of
the Borrower ending after the Restatement Date and on or prior to such date for
which such consolidated net income is positive plus (c) 50% of the amount by
which Adjusted Consolidated Net Worth shall have been increased during the
period from the Effective Date to such date as a


<PAGE>   121


                                                                             114


result of the issuance by the Borrower of additional shares of its capital stock
or any capital contribution to the Borrower.

                  SECTION 6.17. Designated Senior Debt. The Borrower shall not
designate any Indebtedness (other than indebtedness under the Loan Documents) as
"Designated Senior Debt" for purposes of and as defined in the Senior
Subordinated Note Documents.


                                   ARTICLE VII

                                Events of Default

                  If any of the following events ("Events of Default") shall
occur:

                  (a) the Borrower or the Mexico Borrower shall fail to pay any
         principal of any Loan or any reimbursement obligation in respect of any
         LC Disbursement when and as the same shall become due and payable,
         whether at the due date thereof or at a date fixed for prepayment
         thereof or otherwise;

                  (b) the Borrower or the Mexico Borrower shall fail to pay any
         interest on any Loan or any fee or any other amount (other than an
         amount referred to in clause (a) of this Article) payable under this
         Agreement or any other Loan Document, when and as the same shall become
         due and payable, and such failure shall continue unremedied for a
         period of three Business Days;

                  (c) any representation or warranty made or deemed made by or
         on behalf of the Borrower or any Subsidiary in or in connection with
         any Loan Document or any amendment or modification thereof or waiver
         thereunder, or in any report, certificate, financial statement or other
         document furnished pursuant to or in connection with any Loan Document
         or any amendment or modification thereof or waiver thereunder, shall
         prove to have been incorrect when made or deemed made in any material
         respect;

                  (d) the Borrower shall fail to observe or perform any
         covenant, condition or agreement contained in Section 5.02, 5.04 (with
         respect to the existence of the Borrower), 5.11 or 5.14 or in Article
         VI;



<PAGE>   122


                                                                             115


                  (e) any Loan Party shall fail to observe or perform any
         covenant, condition or agreement contained in any Loan Document (other
         than those specified in clause (a), (b) or (d) of this Article), and
         such failure shall continue unremedied for a period of 30 days after
         notice thereof from the Administrative Agent to the Borrower (which
         notice will be given at the request of any Lender);

                  (f) the Borrower or any Restricted Subsidiary shall fail to
         make any payment (whether of principal or interest and regardless of
         amount) in respect of any Material Indebtedness, when and as the same
         shall become due and payable and following the expiration of any
         applicable grace period;

                  (g) any event or condition occurs that results in any Material
         Indebtedness becoming due prior to its scheduled maturity or that
         enables or permits (with or without the giving of notice) the holder or
         holders of any Material Indebtedness or any trustee or agent on its or
         their behalf to cause any Material Indebtedness to become due, or to
         require the prepayment, repurchase, redemption or defeasance thereof,
         prior to its scheduled maturity; provided that this clause (g) shall
         not apply to secured Indebtedness that becomes due as a result of the
         voluntary sale or transfer of the property or assets securing such
         Indebtedness;

                  (h) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed seeking (i) liquidation,
         reorganization or other relief in respect of the Borrower or any
         Restricted Subsidiary (other than Immaterial Subsidiaries) or its
         debts, or of a substantial part of its assets, under any Federal, state
         or foreign bankruptcy, insolvency, receivership or similar law now or
         hereafter in effect or (ii) the appointment of a receiver, trustee,
         custodian, sequestrator, conservator or similar official for the
         Borrower or any Restricted Subsidiary (other than Immaterial
         Subsidiaries) or for a substantial part of its assets, and, in any such
         case, such proceeding or petition shall continue undismissed for 60
         days or an order or decree approving or ordering any of the foregoing
         shall be entered;



<PAGE>   123


                                                                             116


                  (i) the Borrower or any Restricted Subsidiary (other than
         Immaterial Subsidiaries) shall (i) voluntarily commence any proceeding
         or file any petition seeking liquidation, reorganization or other
         relief under any Federal, state or foreign bankruptcy, insolvency,
         receivership or similar law now or hereafter in effect, (ii) consent to
         the institution of, or fail to contest in a timely and appropriate
         manner, any proceeding or petition described in clause (h) of this
         Article, (iii) apply for or consent to the appointment of a receiver,
         trustee, custodian, sequestrator, conservator or similar official for
         the Borrower or any Restricted Subsidiary (other than Immaterial
         Subsidiaries) or for a substantial part of its assets, (iv) file an
         answer admitting the material allegations of a petition filed against
         it in any proceeding described in clause (h) of this Article, (v) make
         a general assignment for the benefit of creditors or (vi) take any
         action for the purpose of effecting any of the foregoing;

                  (j) the Borrower or any Restricted Subsidiary (other than
         Immaterial Subsidiaries) shall become unable, admit in writing its
         inability or fail generally to pay its debts as they become due;

                  (k) one or more judgments for the payment of money in an
         aggregate amount in excess of $7,500,000 (net of amounts covered by
         insurance as to which the insurer has not denied liability) shall be
         rendered against the Borrower, any Restricted Subsidiary (other than
         Immaterial Subsidiaries) or any combination thereof and the same shall
         remain undischarged for a period of 30 consecutive days during which
         execution shall not be effectively stayed, or any action shall be
         legally taken by a judgment creditor to attach or levy upon any assets
         of the Borrower or any Restricted Subsidiary (other than Immaterial
         Subsidiaries) to enforce any such judgment;

                  (l) an ERISA Event shall have occurred that, in the opinion of
         the Required Lenders, when taken together with all other ERISA Events
         that have occurred, could reasonably be expected to result in liability
         of the Borrower and its Subsidiaries in an aggregate amount exceeding
         (i) $3,500,000 in any year or (ii) $7,500,000 for all periods;



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                  (m) any Lien purported to be created under any Security
         Document shall cease to be, or shall be asserted by any Loan Party not
         to be, a valid and perfected Lien on any Collateral, with the priority
         required by the Loan Documents, except (i) as a result of the sale or
         other disposition of the applicable Collateral in a transaction
         permitted under the Loan Documents, (ii) as a result of (x) the
         Collateral Agent's failure to take any action reasonably requested by
         the Borrower in order to maintain a valid and perfected Lien on any
         Collateral or (y) any action taken by the Collateral Agent to release
         any Lien on any Collateral or (iii) Liens on Collateral with an
         aggregate fair market value not exceeding $5,000,000; or

                  (n) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower
or the Mexico Borrower described in clause (h) or (i) of this Article), and at
any time thereafter during the continuance of such event, the Administrative
Agent may, and at the request of the Required Lenders shall, by notice to the
Borrower and the Mexico Borrower, take either or both of the following actions,
at the same or different times: (i) terminate the Commitments, and thereupon the
Commitments shall terminate immediately, and (ii) declare the Loans then
outstanding to be due and payable in whole (or in part, in which case any
principal not so declared to be due and payable may thereafter be declared to be
due and payable), and thereupon the principal of the Loans so declared to be due
and payable, together with accrued interest thereon and all fees and other
obligations of the Borrower and the Mexico Borrower accrued hereunder, shall
become due and payable immediately, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower and the
Mexico Borrower; and in case of any event with respect to the Borrower or the
Mexico Borrower described in clause (h) or (i) of this Article, the Commitments
shall automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the
Borrower accrued hereunder, shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower and the Mexico Borrower.




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                                                                             118


                                  ARTICLE VIII

                            The Administrative Agent

                  Each of the Lenders and the Issuing Bank hereby irrevocably
appoints the Administrative Agent as its agent and authorizes the Administrative
Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agent by the terms of the Loan Documents,
together with such actions and powers as are reasonably incidental thereto.

                  The bank serving as the Administrative Agent hereunder shall
have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not the Administrative Agent, and
such bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrower or any Subsidiary or
other Affiliate thereof as if it were not the Administrative Agent hereunder.

                  The Administrative Agent shall not have any duties or
obligations except those expressly set forth in the Loan Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not
be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing, (b) the Administrative Agent shall not
have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated by the
Loan Documents that the Administrative Agent is required to exercise in writing
by the Required Lenders (or such other number or percentage of the Lenders as
shall be necessary under the circumstances as provided in Section 9.02), and (c)
except as expressly set forth in the Loan Documents, the Administrative Agent
shall not have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to the Borrower or any of its Subsidiaries
that is communicated to or obtained by the bank serving as Administrative Agent
or any of its Affiliates in any capacity. The Administrative Agent shall not be
liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section
9.02) or in the absence of its own gross negligence or wilful misconduct. The
Administrative Agent shall not be deemed to have knowledge of any Default unless


<PAGE>   126


                                                                             119


and until written notice thereof is given to the Administrative Agent by the
Borrower or a Lender, and the Administrative Agent shall not be responsible for
or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with any Loan Document, (ii) the
contents of any certificate, report or other document delivered thereunder or in
connection therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.

                  The Administrative Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon. The Administrative Agent may consult
with legal counsel (who may be counsel for the Borrower or the Mexico Borrower),
independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.

                  The Administrative Agent may perform any and all its duties
and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of each Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

                  Subject to the appointment and acceptance of a successor to
the Administrative Agent as provided in this paragraph, the Administrative Agent
may resign at any time by


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                                                                             120


notifying the Lenders, the Issuing Bank and the Borrower. Upon any such
resignation, the Required Lenders shall have the right, in consultation with the
Borrower, to appoint a successor. If no successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may, on behalf of the Lenders and the Issuing
Bank, appoint a successor Administrative Agent that shall be a bank with an
office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall he discharged from its duties and obligations
hereunder. The fees payable by the Borrower to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After the Administrative Agent's
resignation hereunder, the provisions of this Article and Section 9.03 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while it was acting as Administrative
Agent.

                  Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or related agreement or any document furnished hereunder
or thereunder.

                  The provisions of this Article shall apply to the Collateral
Agent as though named herein as the Administrative Agent.



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                                                                             121


                                   ARTICLE IX

                                  Miscellaneous

                  SECTION 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

                  (a) if to the Borrower or the Mexico Borrower, to it at 500
         Huntsman Way, Salt Lake City 84108, Attention of Richard P. Durham
         (Telecopy No. (801) 584-5783), with a copy to Ronald G. Moffitt
         (Telecopy No. (801) 584-5783);

                  (b) if to the Administrative Agent or the Collateral Agent, to
         The Chase Manhattan Bank , Loan and Agency Services Group, One Chase
         Manhattan Plaza, 8th Floor, New York, New York 10081, Attention of
         Janet Belden (Telecopy No. (212) 552-5658), with a copy to The Chase
         Manhattan Bank, 270 Park Avenue, New York, New York 10017, Attention of
         Robert Sacks (Telecopy No. (212) 270-1355);

                  (c) if to the Issuing Bank, to The Chase Manhattan Bank, Loan
         and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New
         York, New York 10081, Attention of Janet Belden (Telecopy No. (212)
         552-5658), with a copy to The Chase Manhattan Bank, 270 Park Avenue,
         New York, New York 10017, Attention of Robert Sacks (Telecopy No. (212)
         270-1355);

                  (d) if to the Swingline Lender, to The Chase Manhattan Bank,
         Loan and Agency Services Group, One Chase Manhattan Plaza, 8th Floor,
         New York, New York 10081, Attention of Janet Belden (Telecopy No. (212)
         552-5658), with a copy to The Chase Manhattan Bank, 270 Park Avenue,
         New York, New York 10017, Attention of Robert Sacks (Telecopy No. (212)
         270-1355); and

                  (e) if to any other Lender, to it at its address (or telecopy
         number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the


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                                                                             122


other parties hereto. All notices and other communications given to any party
hereto in accordance with the provisions of this Agreement shall be deemed to
have been given on the date of receipt.

                  SECTION 9.02. Waivers; Amendments. (a) No failure or delay by
the Administrative Agent, the Issuing Bank or any Lender in exercising any right
or power hereunder or under any other Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent, the Issuing
Bank and the Lenders hereunder and under the other Loan Documents are cumulative
and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of any Loan Document or consent to any departure by
any Loan Party therefrom shall in any event be effective unless the same shall
be permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. Without limiting the generality of the foregoing, the making of a Loan or
issuance or a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent, any Lender or the
Issuing Bank may have had notice or knowledge of such Default at the time.

                  (b) Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except, in the
case of this Agreement, pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders or, in the case of any
other Loan Document, pursuant to an agreement or agreements in writing entered
into by the Administrative Agent or Collateral Agent, as applicable, and the
Loan Party or Loan Parties that are parties thereto, in each case with the
consent of the Required Lenders; provided that no such agreement shall (i)
increase the Commitment of any Lender without the written consent of such
Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or
reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender affected thereby, (iii) postpone the
scheduled date of payment of the principal amount of any Loan or LC
Disbursement, or any interest thereon, or any fees payable hereunder, or reduce
the


<PAGE>   130


                                                                             123


amount of, waive or excuse any such payment, or postpone the scheduled date of
expiration of any Commitment, without the written consent of each Lender
affected thereby, (iv) change Section 2.18(b) or (c) in a manner that would
alter the pro rata sharing of payments required thereby, without the written
consent of each Lender, (v) change any of the provisions of this Section or the
definition of the term "Required Lenders" or any other provision of any Loan
Document specifying the number or percentage of Lenders (or Lenders of any
Class) required to waive, amend or modify any rights thereunder or make any
determination or grant any consent thereunder, without the written consent of
each Lender (or each Lender of such Class, as the case may be), (vi) release any
Subsidiary Loan Party from its Guarantee under the Guarantee Agreement (except
as expressly provided in the Guarantee Agreement), or limit its liability in
respect of such Guarantee, without the written consent of each Lender, (vii)
release all or any substantial part of the Collateral from the Liens of the
Security Documents (except as expressly provided therein), without the written
consent of each Lender or (viii) change any provisions of any Loan Document in a
manner that by its terms adversely affects the rights in respect of payments due
to Lenders holding Loans of any Class differently than those holding Loans of
any other Class, without the written consent of Lenders holding a majority in
interest of the outstanding Loans and unused Commitments of each affected Class;
provided further that (A) no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent, the Collateral Agent,
the Issuing Bank or the Swingline Lender without the prior written consent of
the Administrative Agent, the Collateral Agent, the Issuing Bank or the
Swingline Lender, as the case may be, and (B) any waiver, amendment or
modification of this Agreement that by its terms affects the rights or duties
under this Agreement of the Revolving Lenders (but not the Term Loan Lenders) or
the Term Loan Lenders (but not the Revolving Lenders) may be effected by an
agreement or agreements in writing entered into by the Borrower and the
percentage in interest of the affected Class of Lenders that would be required
to consent thereto under this Section if such Class of Lenders were the only
Class of Lenders hereunder at the time.

                  SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent, the Collateral Agent and their respective Affiliates,
including the reasonable fees, charges and disbursements of counsel for the


<PAGE>   131


                                                                             124


Administrative Agent and the Collateral Agent, in connection with the
syndication of the credit facilities provided for herein, the preparation and
administration of the Loan Documents or any amendments, modifications or waivers
of the provisions thereof (whether or not the transactions contemplated hereby
or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by the Issuing Bank in connection with the issuance, amendment, renewal
or extension of any Letter of Credit or any demand for payment thereunder and
(iii) all out-of-pocket expenses incurred by the Administrative Agent, the
Collateral Agent, the Issuing Bank or any Lender, including the fees, charges
and disbursements of any counsel for the Administrative Agent, the Collateral
Agent, the Issuing Bank or any Lender, in connection with the enforcement or
protection of its rights in connection with the Loan Documents, including its
rights under this Section, or in connection with the Loans made or Letters of
Credit issued hereunder, including all such out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such Loans or
Letters of Credit.

                  (b) The Borrower shall indemnify the Administrative Agent, the
Collateral Agent, the Issuing Bank and each Lender, and each Related Party of
any of the foregoing Persons (each such Person being called an "Indemnitee")
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against
any Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of any Loan Document or any other agreement or instrument
contemplated hereby, the performance by the parties to the Loan Documents of
their respective obligations thereunder or the consummation of the Transactions
or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit
or the use of the proceeds therefrom (including any refusal by the Issuing Bank
to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), (iii) any actual or alleged presence or release of
Hazardous Materials on or from any Mortgaged Property or any other property
currently or formerly owned or operated by the Borrower or any of its
Subsidiaries, or any Environmental Liability related in any way to the Borrower
or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing,


<PAGE>   132


                                                                             125


whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses resulted from the gross negligence or wilful
misconduct of such Indemnitee or any Affiliate of such Indemnitee (or of any
officer, director, employee, advisor or agent of such Indemnitee or any such
Indemnitee's Affiliates).

                  (c) To the extent that the Borrower fails to pay any amount
required to be paid by it to the Administrative Agent, the Collateral Agent, the
Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section,
each Lender severally agrees to pay to the Administrative Agent, the Collateral
Agent, the Issuing Bank or the Swingline Lender, as the case may be, such
Lender's pro rata share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent, the Collateral Agent, the Issuing Bank or the
Swingline Lender in its capacity as such. For purposes hereof, a Lender's "pro
rata share" shall be determined based upon its share of the sum of the total
Revolving Exposures, outstanding Term Loans and unused Commitments at the time.

                  (d) To the extent permitted by applicable law, neither the
Borrower nor the Mexico Borrower shall assert, and each hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any
agreement or instrument contemplated hereby, the Transactions, any Loan or
Letter of Credit or the use of the proceeds thereof.

                  (e) All amounts due under this Section shall be payable
promptly after written demand therefor. The Mexico Borrower shall be jointly
liable with the Borrower for all expense reimbursement and indemnification
obligations under this Section that relate to or arise out of the Mexico Term
Loans or the Mexico Borrower.

                  SECTION 9.04. Successors and Assigns. (a) The provisions of
this Agreement shall be binding upon and inure


<PAGE>   133


                                                                             126


to the benefit of the parties hereto and their respective successors and assigns
permitted hereby (including any Affiliate of the Issuing Bank that issues any
Letter of Credit), except that neither the Borrower nor (except as expressly
provided in Section 9.15) the Mexico Borrower may assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
each Lender (and any attempted assignment or transfer by the Borrower or the
Mexico Borrower without such consent shall be null and void). Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby (including any Affiliate of the Issuing Bank that issues any
Letter of Credit) and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, the Collateral Agent, the Issuing
Bank and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.

                  (b) Any Lender may assign to one or more assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided that
(i) except in the case of an assignment to a Lender, an Affiliate of a Lender or
an Approved Fund, each of the Borrower and the Administrative Agent (and, in the
case of an assignment of all or a portion of a Revolving Commitment or any
Lender's obligations in respect of its LC Exposure or Swingline Exposure, the
Issuing Bank and the Swingline Lender) must give their prior written consent to
such assignment (which consent shall not be unreasonably withheld), (ii) except
in the case of an assignment to a Lender, an Affiliate of a Lender or an
Approved Fund or an assignment of the entire remaining amount of the assigning
Lender's Commitment or Loans, the amount of the Commitment or Loans of the
assigning Lender subject to each such assignment (determined as of the date the
Assignment and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $5,000,000 unless each of the
Borrower and the Administrative Agent otherwise consent, (iii) each partial
assignment shall be made as an assignment of a proportionate part of all the
assigning Lender's rights and obligations under this Agreement, except that this
clause (iii) shall not be construed to prohibit the assignment of a
proportionate part of all the assigning Lender's rights and obligations in
respect of one or more Classes of Commitments or Loans, (iv) the parties to each
assignment shall execute and deliver to the Administrative

<PAGE>   134


                                                                             127


Agent an Assignment and Acceptance, together with a processing and recordation
fee of $3,500; provided, however, that, in the case of contemporaneous
assignments by a Lender to more than one fund managed by the same investment
advisor, only a single $3,500 fee shall be payable for all such contemporaneous
assignments, and (v) the assignee, if it shall not be a Lender, shall deliver to
the Administrative Agent and the Borrower an Administrative Questionnaire; and
provided further that any consent of the Borrower otherwise required under this
paragraph shall not be required if an Event of Default under clause (h) or (i)
of Article VII has occurred and is continuing. Subject to acceptance and
recording thereof pursuant to paragraph (d) of this Section, from and after the
effective date specified in each Assignment and Acceptance the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.15, 2.16, 2.17, 9.03 and 9.13). Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this paragraph shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (e) of this Section.

                  (c) The Administrative Agent, acting for this purpose as an
agent of the Borrower and the Mexico Borrower, shall maintain at one its offices
in The City of New York a copy of each Assignment and Acceptance delivered to it
and a register for the recordation of the names and addresses of the Lenders,
and the Commitment of, and principal amount of the Loans and LC Disbursements
owing to, each Lender pursuant to the terms hereof from time to time (the
"Register"). The entries in the Register shall be conclusive (absent manifest
error), and the Borrower, the Mexico Borrower, the Administrative Agent, the
Issuing Bank and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower, the Mexico Borrower, the Issuing Bank
and any


<PAGE>   135


                                                                             128


Lender, at any reasonable time and from time to time upon reasonable prior
notice.

                  (d) Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section and any written consent to such assignment required by
paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Acceptance and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.

                  (e) Any Lender may, without the consent of the Borrower, the
Mexico Borrower, the Administrative Agent, the Issuing Bank or the Swingline
Lender, sell participations to one or more banks or other entities (a
"Participant") in all or a portion of such Lender's rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans owing
to it); provided that (i) such Lender's obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) the Borrower,
the Mexico Borrower, the Administrative Agent, the Issuing Bank and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce the Loan
Documents and to approve any amendment, modification or waiver of any provision
of the Loan Documents; provided that such agreement or instrument may provide
that such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the first proviso to Section
9.02(b) that affects such Participant. Subject to paragraph (f) of this Section,
the Borrower and the Mexico Borrower agree that each Participant shall be
entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 9.08 as though it were a


<PAGE>   136


                                                                             129


Lender, provided such Participant agrees to be subject to Section 2.18(c) as
though it were a Lender.

                  (f) A Participant shall not be entitled to receive any greater
payment under Section 2.15 or 2.17 than the applicable Lender would have been
entitled to receive with respect to the Loans or Commitments with respect to
which such participation has been sold to such Participant, unless the sale of
the participation to such Participant is made with the Borrower's prior written
consent. A Participant that would be a Foreign Lender if it were a Lender shall
not be entitled to the benefits of Section 2.17 unless the Borrower is notified
of the participation sold to such Participant and such Participant agrees, for
the benefit of the Borrower and the Mexico Borrower, to comply with Section
2.17(e) as though it were a Lender.

                  (g) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

                  SECTION 9.05. Survival. All covenants, agreements,
representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any
such other party or on its behalf and notwithstanding that the Administrative
Agent, the Collateral Agent, the Issuing Bank or any Lender may have had notice
or knowledge of any Default or incorrect representation or warranty at the time
any credit is extended hereunder, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under this Agreement is outstanding and unpaid or any
Letter of Credit is outstanding and so long as the Commitments have not expired
or terminated. The provisions of Sections 2.15, 2.16, 2.17, 9.03 and 9.13 and

<PAGE>   137


                                                                             130


Article VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any provision hereof.

                  SECTION 9.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement,
the other Loan Document and any separate letter agreements with respect to fees
payable to the Administrative Agent or the Issuing Bank constitute the entire
contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to
the subject matter hereof. Except as provided in Section 4.01, this Agreement
shall become effective when it shall have been executed by the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof
that, when taken together, bear the signatures of each of the other parties
hereto, and thereafter shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.

                  SECTION 9.07. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

                  SECTION 9.08. Right of Setoff. If an Event of Default shall
have occurred and be continuing, each Lender and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at
any time owing by such Lender or Affiliate to or for the credit or the account
of the Borrower or the Mexico Borrower against any of and all the obligations


<PAGE>   138


                                                                             131


of the Borrower or the Mexico Borrower now or hereafter existing under this
Agreement or any other Loan Document held by such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement and
although such obligations may be unmatured. The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of
setoff) that such Lender may have.

                  SECTION 9.09. Governing Law; Jurisdiction; Consent to Service
of Process. (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

                  (b) Each of the Borrower and the Mexico Borrower hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of the Supreme Court of the State of New York sitting
in New York County and of the United States District Court of the Southern
District of New York, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to any Loan Document, or for recognition
or enforcement of any judgment, and each of parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement or any other Loan Document shall
affect any right that the Administrative Agent, the Collateral Agent, the
Issuing Bank or any Lender may otherwise have to bring any action or proceeding
relating to this Agreement or any other Loan Document against the Borrower or
the Mexico Borrower or its properties in the courts of any jurisdiction.

                  (c) Each of the Borrower and the Mexico Borrower hereby
irrevocably and unconditionally waives, to the fullest extent it may legally and
effectively do so, any objection that it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or relating to this
Agreement or any other Loan Document in any court referred to in paragraph (b)
of this Section. Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum


<PAGE>   139


                                                                             132


to the maintenance of such action or proceeding in any such court.

                  (d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement or any other Loan Document will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.

                  SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

                  SECTION 9.11. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                  SECTION 9.12. Confidentiality. Each of the Administrative
Agent, the Collateral Agent, the Issuing Bank and the Lenders agrees to maintain
the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates' investment advisors,
directors, officers, employees and agents, including accountants, legal counsel
and other advisors and any direct or indirect contractual counterparty in swap
agreements entered into in connection with a Lender's outstanding Loans from
time to time or to such contractual counterparty's professional advisor (it
being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential and, in the case of any such contractual
counterparty or its professional advisor, such persons shall agree in writing to
be bound by the provisions


<PAGE>   140


                                                                             133


of this Section 9.12), (b) to the extent requested by any regulatory authority,
(c) to the extent required by applicable laws or regulations or by any subpoena
or similar legal process, (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to any
assignee of or Participant in, or any prospective assignee of or Participant in,
any of its rights or obligations under this Agreement, (g) with the consent of
the Borrower or (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or (ii) becomes
available to the Administrative Agent, the Collateral Agent, the Issuing Bank or
any Lender on a nonconfidential basis from a source other than the Borrower. For
the purposes of this Section, "Information" means all information received from
the Borrower relating to the Borrower or its business, other than any such
information that is available to the Administrative Agent, the Collateral Agent,
the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by
the Borrower. Any Person required to maintain the confidentiality of Information
as provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to
its own confidential information.

                  SECTION 9.13. Conversion of Currencies. (a) If, for the
purpose of obtaining judgment in any court, it is necessary to convert a sum
owing hereunder in one currency into another currency, each party hereto agrees,
to the fullest extent that it may effectively do so, that the rate of exchange
used shall be that at which in accordance with normal banking procedures in the
relevant jurisdiction the first currency could be purchased with such other
currency on the Business Day immediately preceding the day on which final
judgment is given.

                  (b) The obligations of the Borrower in respect of any sum due
to any party hereto or any holder of the obligations owing hereunder (the
"Applicable Creditor") shall, notwithstanding any judgment in a currency (the
"Judgment Currency") other than the currency in which such sum is stated to be
due hereunder (the "Agreement Currency"), be discharged only to the extent that,
on the Business Day following receipt


<PAGE>   141


                                                                             134


by the Applicable Creditor of any sum adjudged to be so due in the Judgment
Currency, the Applicable Creditor may in accordance with normal banking
procedures in the relevant jurisdiction purchase the Agreement Currency with the
Judgment Currency; if the amount of the Agreement Currency so purchased is less
than the sum originally due to the Applicable Creditor in the Agreement
Currency, the Borrower agrees, as a separate obligation and notwithstanding any
such judgment, to indemnify the Applicable Creditor against such loss. The
obligations of the Borrower contained in this Section 9.13 shall survive the
termination of this Agreement and the payment of all other amounts owing
hereunder.

                  SECTION 9.14. Interest Rate Limitation. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts that are treated as
interest on such Loan under applicable law (collectively the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") that may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Federal Funds Effective


<PAGE>   142


                                                                             135


Rate to the date of repayment, shall have been received by such Lender.

                  SECTION 9.15. Release of Mexico Borrower. If the Mexico
Borrower incurs Permitted Mexico Indebtedness, then, at the option of the
Borrower, the Borrower may assume all or a portion of the obligations of the
Mexico Borrower in respect of the Mexico Term Loans and become the borrower
thereof for all purposes of the Loan Documents. Any such assumption shall be
effected pursuant to an instrument reasonably satisfactory to the Administrative
Agent, but otherwise shall not require the consent of any Lender. Upon the
effectiveness of an assumption made in accordance with this Section, the Mexico
Borrower shall be released from all liability under this Agreement in respect of
the obligations so assumed by the Borrower.


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

                                        HUNTSMAN PACKAGING
                                        CORPORATION,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:


                                        HUNTSMAN PACKAGING DE
                                        MEXICO, S.A. DE C.V.,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:




<PAGE>   143


                                                                             136


                                          THE CHASE MANHATTAN BANK,
                                          individually and as
                                          Administrative Agent,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:




<PAGE>   144





                                         ABN AMRO BANK N.V.
                                         SAN FRANCISCO INTERNATIONAL BRANCH,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:


<PAGE>   145




          
                                          BANK OF MONTREAL,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:





<PAGE>   146





                                          THE BANK OF NEW YORK,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:





<PAGE>   147





                                          THE BANK OF NOVA SCOTIA,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:





<PAGE>   148





                                          BANK OF TOKYO-MITSUBISHI
                                          TRUST COMPANY,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:



<PAGE>   149





                                          BANK ONE, UTAH, N.A.,
 
                                          by
                                            ------------------------------------
                                            Name:
                                            Title:





<PAGE>   150





                                          BANKBOSTON, N.A.,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:



<PAGE>   151





                                          BANQUE PARIBAS,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:




<PAGE>   152





                                          BHF-BANK
                                          AKTIENGESELLSCHAFT,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:





<PAGE>   153





                                          BALANCED HIGH-YIELD FUND I
                                          LTD.,

                                          by:  BHF-BANK
                                          Aktiengesellschaft, acting
                                          through its New York 
                                          Branch, as attorney-in-fact,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:


<PAGE>   154





                                          CIBC INC.,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:





<PAGE>   155





                                          CREDITANSTALT CORPORATE
                                          FINANCE, INC.,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:



<PAGE>   156





                                          DRESDNER BANK AG, NEW YORK
                                          BRANCH AND GRAND CAYMAN BRANCH,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:


                                          by
                                            ------------------------------------
                                            Name:
                                            Title:





<PAGE>   157





                                          ERSTE BANK OF NEW YORK,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:



<PAGE>   158





                                          THE FIRST NATIONAL BANK OF CHICAGO,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:




<PAGE>   159





                                          FIRST UNION NATIONAL BANK,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:



<PAGE>   160





                                          THE FUJI BANK LIMITED, LOS
                                          ANGELES AGENCY,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:




<PAGE>   161





                                          HIBERNIA NATIONAL BANK,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:





<PAGE>   162





                                          IMPERIAL BANK,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:



<PAGE>   163





                                          KEYBANK NATIONAL ASSOCIATION,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:



<PAGE>   164





                                          KZH-IV CORPORATION,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:



<PAGE>   165





                                          KZH - CYPRESSTREE - 1 CORPORATION,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:



<PAGE>   166





                                          KZH HOLDING CORPORATION III,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:



<PAGE>   167





                                          KZH-ING-2 CORPORATION,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:



<PAGE>   168





                                          THE LONG-TERM CREDIT BANK
                                          OF JAPAN, LTD., LOS ANGELES AGENCY,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:





<PAGE>   169





                                          MELLON BANK, N.A.,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:





<PAGE>   170





                                          MERRILL LYNCH SENIOR
                                          FLOATING RATE FUND, INC.,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:



<PAGE>   171





                                          THE MITSUBISHI TRUST AND BANKING 
                                          CORPORATION, LOS ANGELES AGENCY,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:





<PAGE>   172




 
                                          NATEXIS BANQUE-BFCE,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:




<PAGE>   173





                                          NATIONAL CITY BANK,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:







<PAGE>   174





                                          NATIONSBANK, N.A.,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:




<PAGE>   175





                                          PNC BANK, NATIONAL ASSOCIATION,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:





<PAGE>   176





                                          SOCIETE GENERALE,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:



<PAGE>   177





                                          SOUTHERN PACIFIC BANK,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:




<PAGE>   178





                                          THE SUMITOMO BANK, LIMITED,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:






<PAGE>   179





                                          U.S. BANK NATIONAL ASSOCIATION,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title:

<PAGE>   180




                                          VAN KAMPEN AMERICAN CAPITAL
                                          PRIME RATE INCOME TRUST,

                                          by
                                            ------------------------------------
                                            Name:
                                            Title: