<PAGE>   1

                                                                     EXHIBIT 4.1


                                                                  EXECUTION COPY


                                  $628,100,000

                                CREDIT AGREEMENT

                           Dated as of March 29, 2000
                                      Among

                             VIASYSTEMS GROUP, INC.,
                                  as Guarantor,

                                VIASYSTEMS, INC.,
                                 as US Borrower,

               VIASYSTEMS CANADA, INC., PRINT SERVICE HOLDING N.V.,
                   and the other Foreign Subsidiary Borrowers
                        from time to time parties hereto,

               The Several Banks and other Financial Institutions
                        from time to time parties hereto,

                       THE CHASE MANHATTAN BANK OF CANADA,
                        as Canadian Administrative Agent,

                     CHASE MANHATTAN INTERNATIONAL LIMITED,
                     as Multicurrency Administrative Agent,

                                       and

                            THE CHASE MANHATTAN BANK,
                            as Administrative Agent,

                             BANK OF AMERICA, N.A.,
                              as Syndication Agent,

                             BANKERS TRUST COMPANY,
                              as Syndication Agent,

                             CHASE SECURITIES INC.,
                   as Sole Book Manager and Sole Lead Arranger

<PAGE>   2



                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page

<S>         <C>                                                                                                <C>
SECTION 1.  DEFINITIONS...........................................................................................1
         1.1  Defined Terms.......................................................................................1
         1.2  Other Definitional Provisions......................................................................32
         1.3  EMU................................................................................................32

SECTION 2.  TERMS OF US REVOLVING CREDIT COMMITMENTS.............................................................34
         2.1  US Revolving Credit Commitments....................................................................34
         2.2  Termination or Reduction of US Revolving Credit Commitments........................................35
         2.3  Procedure for US Revolving Credit Borrowing........................................................35
         2.4  Commitment Fee; Administrative Agent Fees; Maturity Date...........................................36
         2.5  Procedure for Issuance of US Letters of Credit.....................................................36
         2.6  Fees, Commissions and Other Charges................................................................37
         2.7  US Letter of Credit Participations.................................................................37
         2.8  Reimbursement Obligation of the US Borrower........................................................38
         2.9  Swing Line Commitments.............................................................................38

SECTION 3.  TERMS OF MULTICURRENCY REVOLVING CREDIT COMMITMENTS
         3.1  Multicurrency Revolving Credit Commitments.  ......................................................40
         3.2  Termination or Reduction of Multicurrency Revolving Credit Commitments.............................42
         3.3  Procedure for Multicurrency Revolving Credit Borrowing.............................................43
         3.4  Commitment Fee; Administrative Agent Fees..........................................................43
         3.5  Procedure for Issuance of Multicurrency Letters of Credit..........................................43
         3.6  Fees, Commissions and Other Charges................................................................44
         3.7  Multicurrency Letter of Credit Participations......................................................44
         3.8  Reimbursement Obligation of the Borrowers..........................................................46
         3.9  Currency Fluctuations, etc.........................................................................46

SECTION 4.  TERMS OF TRANCHE A CHIPS COMMITMENT..................................................................47
         4.1  Tranche A Chips Commitment.........................................................................47
         4.2  Procedure for Tranche A Chips Term Loan Borrowings.................................................47
         4.3  Amortization of Tranche A Chips Term Loans.........................................................48
         4.4  Fees, Commissions and Other Charges................................................................48
         4.5  Tranche A Chips Letter of Credit Participations....................................................49
         4.6  Reimbursement Obligation of the US Borrower........................................................50

SECTION 5.  TERMS OF TRANCHE B CHIPS COMMITMENT..................................................................50
         5.1  Tranche B Chips Commitment.........................................................................50
         5.2  Procedure for Tranche B Chips Term Loan Borrowings.................................................51
         5.3  Amortization of Tranche B Chips Term Loans.........................................................51
         5.4  Fees, Commissions and Other Charges................................................................51
         5.5  Tranche B Chips Letter of Credit Participations....................................................52
         5.6  Tranche B Chips Funded Amounts.....................................................................53
         5.7  Indemnity for Tranche B Chips Funded Amount Earnings...............................................53
</TABLE>

                                        1

<PAGE>   3


<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----


<S>         <C>                                                                                                <C>
SECTION 6.  TERMS OF TRANCHE B TERM LOAN COMMITMENT..............................................................54
         6.1  Tranche B Term Loan Commitment.....................................................................54
         6.2  Procedure for Tranche B Term Loan Borrowing........................................................54
         6.3  Amortization of Tranche B Term Loans...............................................................54

SECTION 7.  REPAYMENT, CONTINUATIONS AND CONVERSIONS.............................................................55
         7.1  Repayment of Loans.................................................................................55
         7.2  Optional Prepayments...............................................................................56
         7.3  Mandatory Prepayments..............................................................................56
         7.4  Conversion and Continuation Options................................................................59
         7.5  Minimum Amounts of Tranches........................................................................60

SECTION 8.  GENERAL LETTER OF CREDIT PROVISIONS..................................................................60
         8.1  Obligations Absolute...............................................................................60
         8.2  Letter of Credit Payments..........................................................................60
         8.3  Letter of Credit Applications......................................................................61
         8.4  Cash Collateralization of Letters of Credit........................................................61

SECTION 9.  OTHER GENERAL PROVISIONS.............................................................................61
         9.1  Interest Rates and Payment Dates...................................................................61
         9.2  Computation of Interest and Fees...................................................................61
         9.3  Inability to Determine Interest Rate...............................................................62
         9.4  Pro Rata Treatment and Payments....................................................................63
         9.5  Illegality.........................................................................................65
         9.6  Requirements of Law................................................................................66
         9.7  Taxes   ...........................................................................................67
         9.8  Indemnity..........................................................................................71
         9.9  Replacement of Lender..............................................................................71

SECTION 10.  REPRESENTATIONS AND WARRANTIES......................................................................72
         10.1  Financial Condition...............................................................................72
         10.2  No Change.........................................................................................72
         10.3  Corporate Existence; Compliance with Law..........................................................73
         10.4  Corporate Power; Authorization; Enforceable Obligations...........................................73
         10.5  No Legal Bar......................................................................................73
         10.6  No Material Litigation............................................................................73
         10.7  No Default........................................................................................74
         10.8  Ownership of Property; Liens......................................................................74
         10.9  Intellectual Property.............................................................................74
         10.10  Taxes ...........................................................................................74
         10.11  US Federal Regulations...........................................................................75
         10.12  ERISA ...........................................................................................75
         10.13  Non-US Benefit and Pension Plans.................................................................75
</TABLE>

                                        2

<PAGE>   4


<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----

<S>            <C>                                                                                             <C>
         10.14  Investment Company Act; Other Regulations........................................................76
         10.15  Subsidiaries, Etc................................................................................76
         10.16  Environmental Matters............................................................................76
         10.17  Delivery of WHB Acquisition Document.............................................................77
         10.18  Disclosure.......................................................................................77
         10.19  Guarantee and Collateral Agreement; Mortgages....................................................78
         10.20  Solvency.........................................................................................78
         10.21  No Fees..........................................................................................78
         10.22  Insurance........................................................................................79

SECTION 11.  CONDITIONS PRECEDENT................................................................................79
         11.1  Conditions to Closing Date........................................................................79
         11.2  Conditions to Each Loan...........................................................................81

SECTION 12.  AFFIRMATIVE COVENANTS...............................................................................82
         12.1  Financial Statements..............................................................................82
         12.2  Certificates; Other Information...................................................................83
         12.3  Payment of Obligations............................................................................84
         12.4  Conduct of Business and Maintenance of Existence..................................................84
         12.5  Maintenance of Property; Insurance................................................................84
         12.6  Inspection of Property; Books and Records; Discussions............................................84
         12.7  Notices...........................................................................................85
         12.8  Benefit and Pension Plans.........................................................................86
         12.9  Environmental Laws................................................................................86
         12.10  Pledge of After Acquired Property................................................................86
         12.11  Pledge During Event of Default...................................................................86
         12.12  Additional Subsidiaries..........................................................................87
         12.13  Intellectual Property............................................................................87
         12.14  Use of Proceeds..................................................................................87
         12.15  Change in Location, Names, etc...................................................................87

SECTION 13.  NEGATIVE COVENANTS..................................................................................88
         13.1  Financial Condition Covenants.....................................................................88
         13.2  Limitation on Indebtedness........................................................................91
         13.3  Limitation on Liens...............................................................................93
         13.4  Limitation on Guarantee Obligations...............................................................94
         13.5  Limitation on Fundamental Changes.................................................................95
         13.6  Limitation on Sale of Assets......................................................................96
         13.7  Limitation on Dividends...........................................................................97
         13.8  Limitation on Capital Expenditures................................................................99
         13.9  Limitation on Investments, Loans and Advances.....................................................99
         13.10  Limitation on Optional Payments and Modifications of Subordinated Debt
                      Instruments...............................................................................102
         13.11  Limitation on Transactions with Affiliates......................................................104
</TABLE>


                                        3

<PAGE>   5


<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----

<S>             <C>                                                                                            <C>
         13.12  Limitation on Sales and Leasebacks..............................................................104
         13.13  Limitation on Changes in Fiscal Year............................................................104
         13.14  Negative Pledge Clauses; Restrictions Affecting Subsidiaries....................................104
         13.15  Limitation on Lines of Business.................................................................105
         13.16  Amendments to Corporate Documents; Supply Agreement.............................................105
         13.17  Passive Status of International Holdings........................................................105

SECTION 14.  EVENTS OF DEFAULT..................................................................................105

SECTION 15.  THE AGENTS.........................................................................................108
         15.1  Appointment......................................................................................108
         15.2  Delegation of Duties.............................................................................109
         15.3  Exculpatory Provisions...........................................................................109
         15.4  Reliance by the Agents...........................................................................109
         15.5  Notice of Default................................................................................110
         15.6  Non-Reliance on Agent and Lenders................................................................110
         15.7  Indemnification..................................................................................110
         15.8  Agents in Their Individual Capacity..............................................................111
         15.9  Successor Agents.................................................................................111
         15.10  Additional Ministerial Powers of the Agents.....................................................111
         15.11  Issuing Lender..................................................................................111
         15.12  Multicurrency Administrative Agent..............................................................112
         15.13  Syndication Agents..............................................................................112
         15.14  Joint and Several Creditorship..................................................................112
         15.15  Covenant to Pay.................................................................................112

SECTION 16.  GUARANTEE..........................................................................................112
         16.1  Guarantee........................................................................................112
         16.2  Waiver of Subrogation............................................................................112
         16.3  Modification of Obligations......................................................................113
         16.4  Waiver by Holdings...............................................................................113
         16.5  Reinstatement....................................................................................114
         16.6  Negative Covenants...............................................................................114

SECTION 17.  MISCELLANEOUS......................................................................................115
         17.1  Amendments and Waivers...........................................................................115
         17.2  Notices..........................................................................................116
         17.3  No Waiver; Cumulative Remedies...................................................................118
         17.4  Survival of Representations and Warranties.......................................................118
         17.5  Payment of Expenses and Taxes....................................................................118
         17.6  Successors and Assigns; Participations and Assignments...........................................119
         17.7  Adjustments; Set-off.............................................................................122
         17.8  Counterparts.....................................................................................123
         17.9  Severability.....................................................................................123
</TABLE>

                                        4

<PAGE>   6


<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----

<S>             <C>                                                                                            <C>
         17.10  Integration.....................................................................................123
         17.11  Judgment Currency...............................................................................123
         17.12  Risks of Superior Force.........................................................................124
         17.13  Language........................................................................................124
         17.14  GOVERNING LAW...................................................................................124
         17.15  Submission To Jurisdiction; Waivers.............................................................124
         17.16  Acknowledgements................................................................................125
         17.17  WAIVERS OF JURY TRIAL...........................................................................125
         17.18  Confidentiality.................................................................................125
         17.19  Sharing Agreement...............................................................................126
         17.20  No Guarantee of Domestic Obligations by Foreign Subsidiaries of US Borrower.....................126
         17.21  Application of Indentures.......................................................................126
         17.22  Conflicts.......................................................................................126
</TABLE>




                                        5

<PAGE>   7


EXHIBITS

A                 Assignment and Acceptance
B                 Perfection Certificate
C                 Closing Certificate
D                 Form of Addendum
E                 Form of Joinder Agreement
F                 Form of Guarantee and Collateral Agreement
G                 Form of Sharing Agreement
H                 Form of Mortgage
I                 Form of Prepayment Option Notice


SCHEDULES

1.1               Commitments
2.1(c)            Existing US Letters of Credit
3.1(c)            Existing Multicurrency Letters of Credit
3.1(d)            Canadian Borrower Provisions
10.1(a)           Financial Condition
10.4              Required Consents
10.6              Litigation
10.9              Intellectual Property
10.10             Taxes
10.13             Canadian Pension Plans
10.15             Subsidiaries, Joint Ventures, etc.
10.19             Filing Locations and Properties
10.21             Fees
13.2              Existing Indebtedness
13.3              Existing Liens
13.4              Existing Guarantee Obligations
13.9              Existing Investments
14(e)             Certain Defaults


                                        6

<PAGE>   8


                  CREDIT AGREEMENT, dated as of March 29, 2000, among VIASYSTEMS
GROUP, INC., a Delaware corporation ("Holdings"), VIASYSTEMS, INC., a Delaware
corporation (the "US Borrower"), VIASYSTEMS CANADA, INC., a Quebec corporation
(the "Canadian Borrower"), PRINT SERVICE HOLDING N.V., a company organized under
the laws of the Netherlands ("Print Service" and together with the Canadian
Borrower and any Future Foreign Subsidiary Borrower, the "Foreign Subsidiary
Borrowers"), the several banks and other financial institutions from time to
time parties to this agreement (the "Lenders"), THE CHASE MANHATTAN BANK OF
CANADA ("Chase Canada"), as Canadian administrative agent (the "Canadian
Administrative Agent"), CHASE MANHATTAN INTERNATIONAL LIMITED ("CMIL"), as the
multicurrency administrative agent (the "Multicurrency Administrative Agent"),
THE CHASE MANHATTAN BANK ("Chase"), as administrative agent for the Lenders (in
such capacity, the "Administrative Agent"), BANK OF AMERICA, N.A. ("BofA") and
BANKERS TRUST COMPANY ("BT"), as syndication agents for the Lenders (in such
capacities, the "Syndication Agents").

                  WHEREAS, the US Borrower has requested that the Lenders make
available to the US Borrower and the Foreign Subsidiary Borrowers certain
extensions of credit in the manner provided for herein; and

                  WHEREAS, this Credit Agreement shall become effective on the
Closing Date (as hereinafter defined) in accordance with the provisions of
subsection 11.1;

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the parties hereto hereby agree as follows:


                             SECTION 1. DEFINITIONS

                  1.1 Defined Terms. As used in this Agreement, the following
terms shall have the following meanings:

                  "Administrative Agent":  as defined in the preamble hereto.

                  "Affected Eurocurrency Loans": as defined in subsection
         7.3(h).

                  "Affiliate": as to any Person, any other Person (other than a
         Subsidiary) which, directly or indirectly, is in control of, is
         controlled by, or is under common control with, such Person. For
         purposes of this definition, "control" of a Person means the power,
         directly or indirectly, either to (i) vote 51% or more of the
         securities having ordinary voting power for the election of directors
         of such Person or (ii) direct or cause the direction of the management
         and policies of such Person, whether by contract or otherwise.

                  "Agents": the collective reference to the Administrative
         Agent, the Multicurrency Administrative Agent, the Canadian
         Administrative Agent and the Collateral Agent.



<PAGE>   9


                                                                               2


                  "Agreement": this Credit Agreement, as amended, amended and
         restated, supplemented or otherwise modified from time to time.

                  "Applicable Margin": for each Type of Loan and for purposes of
         subsections 2.4, 2.6, 3.4, 3.6, 4.4 and 5.4, the rate per annum set
         forth under the relevant column heading below:


<TABLE>
<CAPTION>
                                 Base Rate Loans
                                 ---------------

                           Type                                                                   Applicable Margin
                           ----                                                                   -----------------

<S>                                                                                              <C>
                  Tranche B Term Loans                                                                        2.00%
                  Tranche A Chips Term Loans                                                                  1.25%
                  Tranche B Chips Term Loans                                                                  2.00%
                  Revolving Credit Loans                                                                      1.25%
                    (including Swing Line Loans)

                           Eurocurrency Loans and B/As
                           ---------------------------

                           Type                                                                   Applicable Margin
                           ----                                                                   -----------------

                  Tranche B Term Loans                                                                        3.00%
                  Tranche A Chips Term Loans                                                                  2.25%
                  Tranche B Chips Term Loans                                                                  3.00%
                  Revolving Credit Loans                                                                      2.25%
                    (including Swing Line Loans)

                                                  Commitment Fee
                                                  --------------


                                                                                                  Applicable Margin
                                                                                                  -----------------

                                                                                                              0.50%
</TABLE>

         ; provided that in the event that the ratio of Consolidated Total Debt
         of the US Borrower and its Subsidiaries to Consolidated EBITDA of the
         US Borrower and its Subsidiaries, as most recently determined in
         accordance with subsection 13.1(b), is as set forth in the relevant
         column heading below for any quarterly period, any such Applicable
         Margin with respect to Tranche A Chips Term Loans and Revolving Credit
         Loans (including Swing Line Loans) and the Commitment Fee shall be as
         provided in the relevant column heading below, but in no event shall
         any such adjustment be effective prior to receipt of the financial
         statements of the US Borrower pursuant to subsection 12.1(b) for the
         fiscal quarter ended June 30, 2000:




<PAGE>   10


                                                                               3



<TABLE>
<S>                                  <C>                             <C>                         <C>
                                     Applicable                      Applicable
                                     Margin for                      Margin for
Relevant Ratio                       Eurocurrency Revolving          Base Rate Revolving         Applicable
of Consolidated Total                Loans and Tranche A             Loans and Tranche A         Margin
Debt to Consolidated                 Chips                           Chips                       Commitment
EBITDA                               Term Loans                      Term Loans                  Fee
------                               ----------                      ----------                  ---

4.00x and above                               2.50%                         1.50%                  0.500%

3.50x to but excluding 4.00x                  2.25%                         1.25%                  0.500%

3.00x to but excluding 3.50x                  2.00%                         1.00%                  0.375%

2.50x to but excluding 3.00x                  1.75%                         0.75%                  0.375%

2.00x to but excluding 2.50x                  1.50%                         0.50%                  0.375%

Below 2.00x                                   1.25%                         0.25%                  0.375%
</TABLE>

         if and in the event the financial statements required to be delivered
         pursuant to subsection 12.1(a) or 12.1(b), as applicable, and the
         related compliance certificate required to be delivered pursuant to
         subsection 12.2(b), are delivered on or prior to the date when due (or,
         in the case of the fourth quarterly period of each fiscal year of the
         US Borrower, if financial statements which satisfy the requirements of,
         and are delivered within the time period specified in, subsection
         12.l(b) and a related compliance certificate which satisfies the
         requirements of, and is delivered within the time period specified in,
         subsection 12.2(b), with respect to any such quarterly period are so
         delivered within such time periods), then the Applicable Margin in
         respect of the Tranche A Chips Term Loans and Revolving Credit Loans
         (including Swing Line Loans) and the Commitment Fee during the period
         from the date upon which such financial statements were delivered shall
         be the Applicable Margin as set forth in the relevant column heading
         above; provided, however, that in the event that the financial
         statements delivered pursuant to subsection 12.1(a) or 12.1(b), as
         applicable, and the related compliance certificate required to be
         delivered pursuant to subsection 12.2(b), are not delivered when due,
         then:

                           (a) if such financial statements and certificate are
                  delivered after the date such financial statements and
                  certificate were required to be delivered (without giving
                  effect to any applicable cure period) and the Applicable
                  Margin increases from that previously in effect as a result of
                  the delivery of such financial statements, then the Applicable
                  Margin in respect of Tranche A Chips Term Loans, Revolving
                  Credit Loans (including in the case of Base Rate Loans, Swing
                  Line Loans) and the Commitment Fee during the period from the
                  date upon which such financial statements were required to be
                  delivered (without giving effect to any applicable cure
                  period) until the date upon which they actually are delivered


<PAGE>   11


                                                                               4


                  shall, except as otherwise provided in clause (c) below, be
                  the Applicable Margin as so increased;

                           (b) if such financial statements and certificate are
                  delivered after the date such financial statements and
                  certificate were required to be delivered and the Applicable
                  Margin decreases from that previously in effect as a result of
                  the delivery of such financial statements, then such decrease
                  in the Applicable Margin shall not become applicable until the
                  date upon which the financial statements and certificate
                  actually are delivered; and

                           (c) if such financial statements and certificate are
                  not delivered prior to the expiration of the applicable cure
                  period, then, effective upon such expiration, for the period
                  from the date upon which such financial statements and
                  certificate were required to be delivered (after the
                  expiration of the applicable cure period) until two (2)
                  Business Days following the date upon which they actually are
                  delivered, the Applicable Margin in respect of (i) Tranche A
                  Chips Term Loans and Revolving Credit Loans (including in the
                  case of Base Rate Loans, Swing Line Loans) shall be 2.50%, in
                  the case of Eurocurrency Loans, and 1.50%, in the case of Base
                  Rate Loans, and (ii) Commitment Fees payable under subsections
                  2.4 and 3.4 shall be 0.500% (it being understood that the
                  foregoing shall not limit the rights of each of the Agents and
                  the Lenders set forth in Section 14).

                  "Approved Fund": with respect to any Lender that is a fund
         that invests in bank loans, any other fund that invests in bank loans
         and is advised or managed by the same investment advisor as such Lender
         or by an affiliate of such investment advisor.

                  "Arranger": Chase Securities Inc.

                  "Asset Sale": any sale, transfer or other disposition
         (including any sale and leaseback of assets and any sale of accounts
         receivable in connection with a receivable financing transaction) by
         Holdings, or any of its Subsidiaries of any property of Holdings or any
         such Subsidiary (including property subject to any Lien under any Loan
         Document), other than as permitted pursuant to subsection 13.6(a), (b),
         (c) (provided that, except with respect to the loss or condemnation of
         all or substantially all of the assets of Holdings and its
         Subsidiaries, the proceeds from such casualty or condemnation
         (including insurance) in excess of the Equivalent Amount of $10,000,000
         are used to replace or rebuild the lost or condemned assets or are
         otherwise invested in assets useful in the business within the time
         period specified in subsection 7.3(f)) and (d) through (h) and (j).

                  "Assignee":  as defined in subsection 17.6(c).

                  "Assignment and Acceptance": an assignment and acceptance
         entered into by a Lender and an assignee, substantially in the form of
         Exhibit A.



<PAGE>   12


                                                                               5


                  "Available Multicurrency Revolving Credit Commitment": as to
         any Multicurrency Revolving Credit Lender at any time with respect to
         its Multicurrency Revolving Credit Commitment, an amount equal to the
         excess, if any, of (a) the amount of such Multicurrency Revolving
         Credit Lender's applicable Multicurrency Revolving Credit Commitment at
         such time over (b) the aggregate of (i) the aggregate unpaid principal
         amount at such time of all applicable Multicurrency Revolving Credit
         Loans made by such Multicurrency Revolving Credit Lender, and (ii) an
         amount equal to such Multicurrency Revolving Credit Lender's
         Multicurrency Revolving Credit Commitment Percentage of the
         Multicurrency Letter of Credit Outstandings at such time; collectively,
         as to all Multicurrency Revolving Credit Lenders, the "Available
         Multicurrency Revolving Credit Commitments."

                  "Available US Revolving Credit Commitment": as to any US
         Revolving Credit Lender at any time with respect to its US Revolving
         Credit Commitment, an amount equal to the excess, if any, of (a) the
         amount of such US Revolving Credit Lender's applicable US Revolving
         Credit Commitment at such time over (b) the aggregate of (i) the
         aggregate unpaid principal amount at such time of all applicable US
         Revolving Credit Loans made by such US Revolving Credit Lender, (ii) an
         amount equal to such US Revolving Credit Lender's US Revolving Credit
         Commitment Percentage of the aggregate unpaid principal amount at such
         time of all Swing Line Loans, and (iii) an amount equal to such US
         Revolving Credit Lender's US Revolving Credit Commitment Percentage of
         the US Letter of Credit Outstandings at such time; collectively, as to
         all US Revolving Credit Lenders, the "Available US Revolving Credit
         Commitments." For the purposes of determining any US Revolving Credit
         Lender's Available US Revolving Credit Commitment pursuant to
         subsection 2.4(a), the aggregate principal amount of Swing Line Loans
         then outstanding shall be deemed to be zero.

                  "Base Rate": for any day, a rate per annum (rounded upwards,
         if necessary, to the next 1/16 of 1%) 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%. For purposes hereof: "Prime Rate" shall mean
         the rate of interest per annum publicly announced from time to time by
         the Administrative Agent as its prime rate in effect at its principal
         office in New York City; "Base CD Rate" shall mean the sum of (a) the
         product of (i) the Three-Month Secondary CD Rate and (ii) a fraction,
         the numerator of which is one and the denominator of which is one minus
         the C/D Reserve Percentage and (b) the C/D Assessment Rate;
         "Three-Month Secondary CD Rate" shall mean, 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 shall not be 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 shall not be 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 shall not
         be a Business Day, on the next preceding Business Day) by the


<PAGE>   13


                                                                               6


         Administrative Agent from three New York City negotiable certificate of
         deposit dealers of recognized standing selected by it; "Federal Funds
         Effective Rate" shall mean, for any day, the weighted average of the
         rates on overnight federal funds transactions with members of the
         Federal Reserve System arranged by federal funds brokers, as published
         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 which is a
         Business Day, the average of the quotations for the day of such
         transactions received by the Administrative Agent from three federal
         funds brokers of recognized standing selected by it; "C/D Assessment
         Rate" shall mean for any day as applied to the Base CD Rate, the net
         annual assessment rate (rounded upward to the nearest 1/100th of 1%)
         determined by the Administrative Agent to be payable on such day to the
         Federal Deposit Insurance Corporation or any successor ("FDIC") for
         FDIC's insuring time deposits made in Dollars at offices of the
         Administrative Agent in the United States; and "C/D Reserve Percentage"
         shall mean, for any day as applied to the CD Base Rate, that percentage
         (expressed as a decimal) which is in effect on such day, as prescribed
         by the Board, for determining the maximum reserve requirement for a
         member bank of the Federal Reserve System in New York City with
         deposits exceeding one billion Dollars in respect of new non-personal
         time deposits in Dollars in New York City having a three month maturity
         and in an amount of $100,000 or more. If for any reason the
         Administrative Agent shall have determined (which determination shall
         be conclusive absent manifest error) that it is unable to ascertain the
         Base CD Rate or the Federal Funds Effective Rate, or both, for any
         reason, including the inability or failure of the Administrative Agent
         to obtain sufficient quotations in accordance with the terms thereof,
         the Base Rate shall be determined without regard to clause (b) or (c),
         or both, of the first sentence of this definition, as appropriate,
         until the circumstances giving rise to such inability no longer exist.
         Any change in the Base Rate due to a change in the Prime Rate, the Base
         CD Rate or the Federal Funds Effective Rate shall be effective on the
         effective day of such change in the Prime Rate, the Base CD Rate or the
         Federal Funds Effective Rate, respectively.

                  "Base Rate Loan": any Loan bearing interest by reference to
         the applicable Base Rate. Only Loans denominated in Dollars may be Base
         Rate Loans.

                  "Benefitted Lender": as defined in subsection 17.7(a).

                  "Board": the Board of Governors of the Federal Reserve System
         (or any successor thereto).

                  "BofA": as defined in the preamble hereto.

                  "Borrowers": the collective reference to the US Borrower and
         the Foreign Subsidiary Borrowers.

                  "Borrowing Date ": any Business Day specified in a notice
         pursuant to subsection 2.3, 2.9, 3.3, 4.2, 5.2 or 6.2 as a date on
         which a Borrower requests the relevant Lenders to make Loans hereunder.



<PAGE>   14


                                                                               7


                  "BT":  as defined in the preamble hereto.

                  "Business Day": a day other than a Saturday, Sunday or other
         day on which commercial banks in New York City (or, in the case of
         transactions under the Multicurrency Revolving Credit Commitments, the
         Multicurrency Revolving Credit Lenders) are authorized or required by
         law to close, provided that when used in connection with a Eurocurrency
         Loan, the term "Business Day" shall also exclude any day on which
         commercial banks are not open for dealing in deposits in the London
         interbank market in the applicable currency. References to Business Day
         relating to quotations for euros shall refer to TARGET Business Days,
         except as reasonably deemed appropriate by the Multicurrency
         Administrative Agent.

                  "Calculation Date": any Business Day as the Multicurrency
         Administrative Agent shall elect, but in any event, at least once each
         calendar month. So long as no Event of Default has occurred and is
         continuing, the Multicurrency Administrative Agent shall, to the extent
         practicable, select the first day of each Interest Period applicable to
         Multicurrency Revolving Credit Loans as a Calculation Date.

                  "Canadian Administrative Agent": as defined in the preamble
         hereto.

                  "Canadian Bankers' Acceptance" and "Canadian B/A" and "B/A": a
         Bankers' Acceptance as defined in Schedule 3.1(d).

                  "Canadian Benefit Plans": all material employee benefit plans
         maintained or contributed to by a Credit Party that are not pension
         plans accepted for registration under the ITA or SPPAQ or other
         applicable pension benefits or tax laws of Canada or a province or
         territory thereof including, without limitation, all profit sharing,
         savings, supplemental retirement, retiring allowance, severance,
         deferred compensation, welfare, bonus, supplementary unemployment
         benefit plans or arrangements and all life, health, dental and
         disability plans and arrangements in which the employees or former
         employees of the Credit Party employed in Canada participate or are
         eligible to participate but excluding all stock option or stock
         purchase plans.

                  "Canadian Borrower": as defined in the preamble hereto.

                  "Canadian Contract Period": with respect to any Canadian B/A,
         the term thereof pursuant to subsection 2.3(b)(4) of Schedule 3.1(d).

                  "Canadian Dollars" and "C$": lawful currency of Canada.

                  "Canadian Loans": any loan made to the Canadian Borrower by,
         or any Canadian B/A accepted by, any Multicurrency Revolving Credit
         Lender pursuant to this Agreement.

                  "Canadian Pension Plan": any plan, program, arrangement, or
         understanding that is a pension plan for the purposes of any applicable
         pension benefits or tax laws of Canada or a province or territory
         thereof (whether or not registered under any such laws)


<PAGE>   15


                                                                               8


         which is maintained, administered, or contributed to by (or to which
         there is or may be an obligation to contribute by) a Credit Party in
         respect to any Person's employment in Canada or a province or territory
         thereof with a Credit Party and all related funding agreements.

                  "Capital Expenditures": expenditures (including, without
         limitation, obligations created under Financing Leases and purchase
         money Indebtedness in the year in which created but excluding payments
         made thereon) of US Borrower and its Subsidiaries in respect of the
         purchase or other acquisition of fixed or capital assets (excluding any
         such asset acquired (w) in connection with normal replacement and
         maintenance programs properly expensed in accordance with GAAP, (x)
         with the proceeds of any casualty insurance or condemnation award (with
         such expenditures to be made, to the extent subsection 7.3(f) is
         applicable, in accordance with subsection 7.3(f)), (y) with the cash
         proceeds of any asset sale made pursuant to subsections 13.6(d),
         applied or contractually committed to be applied within 365 days from
         receipt of such proceeds and (z) in any Permitted Acquisition).

                  "Capital Stock": any and all shares, interests, participations
         or other equivalents (however designated) of capital stock of a
         corporation, any and all equivalent ownership interests in a Person
         (other than a corporation) and any and all warrants or options to
         purchase any of the foregoing.

                  "Cash Equivalents": (a) securities with maturities of one year
         or less from the date of acquisition issued or fully guaranteed or
         insured by the United States Government or by the Central Bank or a
         national or provincial government of the country whose currency is the
         currency of such securities or, if such currency is euros, of any
         participating state, in any such case, or any agency thereof, (b)
         certificates of deposit, time deposits, overnight bank deposits,
         bankers acceptances and repurchase agreements of any commercial bank
         which has, or whose obligations are guaranteed by an affiliated
         commercial bank which has, capital and surplus in excess of
         $500,000,000 having maturities of one year or less from the date of
         acquisition, (c) commercial paper or similar obligations of an issuer
         rated at least A-2 by Standard & Poor's Corporation or P-2 by Moody's
         Investors Service, Inc., or carrying an equivalent rating by a
         nationally or internationally recognized rating agency if both of the
         two named rating agencies cease publishing ratings of investments, (d)
         money market accounts or funds with or issued by Qualified Issuers (as
         defined below), (e) repurchase obligations with a term of not more than
         90 days for underlying securities of the types described in clause (a)
         above entered into with any bank meeting the qualifications specified
         in clause (b) above, and (f) demand deposit accounts maintained in the
         ordinary course of business with any Lender or with any bank that is
         not a Lender not in excess of $100,000 in the aggregate on deposit with
         any such bank; "Qualified Issuer" means any commercial bank (a) which
         has, or whose obligations are guaranteed by an affiliated commercial
         bank which has, capital and surplus in excess of $500,000,000 and (b)
         the outstanding short-term debt securities of which are rated at least
         A-2 by Standard & Poor's Corporation or at least P-2 by Moody's
         Investors Service, Inc., or carry an equivalent rating by a nationally
         or


<PAGE>   16


                                                                               9


         internationally recognized rating agency if both of the two named
         rating agencies cease publishing ratings of investments.

                  "Change in Control": the occurrence of any of the following:
         (a) any "Person" or "group" (as such terms are used in Sections 13(d)
         and 14(d) of the Securities Exchange Act of 1934, as amended),
         excluding Hicks, Muse, Tate & Furst Incorporated, Mills, their
         principals and their Affiliates and management ("HMTF") and their
         respective employees, directors and officers (the "HMTF Group"), shall
         become the "beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5
         under such Act), directly or indirectly, of more than the greater of
         (i) 35% of the shares of voting Capital Stock of Holdings then
         outstanding or (ii) the percentage of the then outstanding voting
         Capital Stock of Holdings owned by the HMTF Group; (b) the board of
         directors of Holdings shall not consist of a majority of Continuing
         Directors; or (c) a "Change of Control" (or any comparable concept) as
         defined in any document pertaining to the Senior Subordinated
         Indebtedness.

                  "Chase": as defined in the preamble hereto.

                  "Chase Canada": as defined in the preamble hereto.

                  "Chase Delaware": Chase Manhattan Bank Delaware together with
         its successors and assigns.

                  "Chips Lenders": the Tranche A Chips Lenders and the Tranche B
         Chips Lenders.

                  "Chips Letter of Credit": the irrevocable direct pay letter of
         credit issued by Chase Delaware to support the payment of principal of
         and up to 6.22% interest on the Chips Loan Notes.

                  "Chips Loan Notes": the unsecured Loan Notes due March 31,
         2003 issued by Holdings (as successor to Chips Holding, Inc.) (as
         amended, restated, replaced, supplemented or otherwise modified from
         time to time).

                  "Chips Term Loans": the collective reference to the Tranche A
         Chips Term Loans and the Tranche B Chips Term Loans.

                  "Chips Term Loan Commitments": the collective reference to the
         Tranche A Chips Commitments and the Tranche B Chips Commitments.

                  "Closing Date": the date on which this Agreement becomes
         effective in accordance with its terms, which date is March 29, 2000.

                  "CMIL": as defined in the preamble hereto.

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


<PAGE>   17


                                                                              10


                  "Collateral Agent": Chase in its capacity as collateral agent
         for the Secured Parties under the Loan Documents and the Sharing
         Agreement.

                  "Commercial Products Business Transfer": as defined in
         subsection 11.1(d).

                  "Commercial Products Notes": as defined in subsection 11.1(d).

                  "Commitment Percentage": as to any Lender, the collective
         reference to the percentage of the aggregate Commitments constituted by
         its Commitment.

                  "Commitments": the collective reference to the Revolving
         Credit Commitments, the Tranche B Term Loan Commitments, the Chips Term
         Loan Commitments, the Swing Line Commitments and the Letter of Credit
         Commitments; individually, a "Commitment."

                  "Commonly Controlled Entity": an entity, whether or not
         incorporated, which is under common control with the US Borrower within
         the meaning of Section 4001 of ERISA or is part of a group which
         includes the US Borrower and which is treated as a single employer
         under Section 414 of the Code.

                  "Consolidated Current Assets": at any date, the amount which,
         in conformity with GAAP, would be set forth opposite the caption "Total
         Current Assets" (or any like caption) on a consolidated balance sheet
         of the US Borrower and its Subsidiaries at such date, except that there
         shall be excluded therefrom cash and Cash Equivalents and equipment and
         other fixed assets held for sale.

                  "Consolidated Current Liabilities": at any date, the amount
         which, in conformity with GAAP, would be set forth opposite the caption
         "Total Current Liabilities" (or any like caption) on a consolidated
         balance sheet of the US Borrower and its Subsidiaries at such date,
         except that there shall be excluded therefrom the current portion of
         (a) all Loans and, (b) all long-term Indebtedness for borrowed money
         (including Financing Leases) in each case, to the extent included
         therein.

                  "Consolidated EBITDA": for any period, with respect to any
         Person, Consolidated Net Income of such Person for such period (A)
         plus, without duplication and to the extent reflected as a charge in
         the statement of such Net Income for such period, the sum of (i) total
         income and franchise tax expense, (ii) interest expense, amortization
         or writeoff of debt discount and debt issuance costs and commissions
         and discounts and other fees and charges associated with Indebtedness,
         (iii) depreciation and amortization expense, (iv) amortization of
         intangibles (including, but not limited to, goodwill and organization
         costs), (v) other noncash charges (including, but not limited to, any
         writeoffs of purchased technology), and (vi) any extraordinary and
         unusual losses (including losses on sales of assets other than
         inventory sold in the ordinary course of business) other than any loss
         from any discontinued operation, (B) minus, without duplication, (i)
         any extraordinary and unusual gains (including gains on the sales of
         assets, other than inventory sold in the ordinary course of business)
         other than any income


<PAGE>   18


                                                                             11


         from discontinued operations and (ii) non cash gains included in
         Consolidated Net Income; provided that for purposes of calculating
         Consolidated EBITDA for any period (each a "Reference Period") in
         connection with the determination of compliance with the covenants set
         forth in subsections 13.1(b) and 13.1(c) for such period, if during
         such Reference Period (or in the case of pro forma calculations, during
         the period from the last day of such Reference Period to and including
         the date as of which such calculation is made), the US Borrower or any
         of its Subsidiaries shall have made a disposition of property or a
         Permitted Acquisition, Consolidated EBITDA for such Reference Period
         shall be calculated after giving pro forma effect to (a) such
         disposition or Permitted Acquisition as if such disposition or
         Permitted Acquisition occurred on the first day of such Reference
         Period (with the Reference Period for the purposes of pro forma
         calculations being the most recent period of four consecutive fiscal
         quarters for which the relevant financial information is available) and
         (b) any operating expense reductions and other cost savings to be
         implemented in connection with any such Permitted Acquisition,
         determined on the basis of a four-quarter period in accordance with the
         provisions of Regulation S-X of the Securities Act of 1933, as amended
         ("Regulation S-X"); provided that in connection with any OEM
         Acquisition, such cost savings (not to exceed $5,000,000 for any OEM
         Acquisition and not to exceed $10,000,000 in the aggregate for any
         fiscal year) shall be determined in good faith by the US Borrower
         irrespective of whether such implementation would be permitted under
         GAAP or Regulation S-X. Consolidated EBITDA shall include the net
         income of the US Borrower and its Subsidiaries attributable to joint
         ventures in which their ownership interest is 50% or greater but not to
         joint ventures in which their ownership interest is less than 50%.

                  "Consolidated Net Income": for any period, with respect to any
         Person, the amount which, in conformity with GAAP, would be set forth
         opposite the caption "Net Income/(Loss)" (or any like caption) on a
         consolidated statement of operations of such Person and its
         Subsidiaries for such period.

                  "Consolidated Senior Debt": all Consolidated Total Debt other
         than the Senior Subordinated Indebtedness.

                  "Consolidated Total Debt": at a particular date, with respect
         to the US Borrower, the aggregate principal amount of Indebtedness
         under this Agreement, Financing Leases, purchase money Indebtedness,
         the Senior Subordinated Indebtedness, and any other Indebtedness for
         borrowed money of the US Borrower and its Subsidiaries at such date in
         conformity with GAAP, provided, that any cash collateral of the US
         Borrower (if any) applied to secure the reimbursement obligations of
         the US Borrower under the Chips Letter of Credit, shall be subtracted
         from the calculation of Consolidated Total Debt; and provided further,
         that, for covenant calculation purposes only, any cash collateral
         securing Domestic Obligations of the US Borrower as contemplated hereby
         and any cash or Cash Equivalents held by Credit Parties and up to
         $5,000,000 of cash or Cash Equivalents held by Non-Credit Parties, in
         each case at such date, shall be subtracted from the calculation of
         Consolidated Total Debt. It is understood that the Tranche B Chips
         Funded Amounts are being provided by the Tranche B Chips Lenders and
         not the US Borrower and, accordingly, shall be disregarded for the
         purposes of the provisos of this definition.


<PAGE>   19


                                                                              12


                  "Consolidated Working Capital": at any date, the excess of
         Consolidated Current Assets at such date over Consolidated Current
         Liabilities at such date.

                  "Continuing Directors": the directors of Holdings on the
         Closing Date and each other director, if, in each case, such other
         director's nomination for election to the board of directors of
         Holdings is recommended or supported by a majority of the then
         Continuing Directors or such other director receives the vote of HMTF
         in his or her election by the shareholders.

                  "Contractual Obligation": as to any Person, any provision of
         any security issued by such Person or of any agreement, instrument or
         other undertaking to which such Person is a party or by which it or any
         of its property is bound.

                  "Credit Parties": the collective reference to Holdings, each
         of the Borrowers and each of their respective Subsidiaries which from
         time to time is a party to any Loan Document.

                  "Default": any of the events specified in Section 14, whether
         or not any requirement for the giving of notice, the lapse of time, or
         both, or any other condition, has been satisfied.

                  "Denominated Currency": as defined in subsection 17.11(a).

                  "Dollar Eurocurrency Loans": any Eurocurrency Loans
         denominated in Dollars.

                  "Dollars" and "$": dollars in lawful currency of the United
         States of America.

                  "Domestic Obligations": the unpaid principal of and interest
         on (including, without limitation, interest accruing after the maturity
         of the Loans made to the US Borrower and interest accruing after the
         filing of any petition in bankruptcy, or the commencement of any
         insolvency, reorganization or like proceeding, relating to the US
         Borrower, whether or not a claim for post-filing or post-petition
         interest is allowed in such proceeding) the Loans made to the US
         Borrower and all other obligations and liabilities of the US Borrower
         to the Secured Parties, whether direct or indirect, absolute or
         contingent, due or to become due, or now existing or hereafter
         incurred, which may arise under, out of, or in connection with, this
         Agreement, any Notes, the Guarantee and Collateral Agreement, or the
         other Loan Documents, any Interest Rate Agreement entered into with a
         Lender or in respect of overdrafts and related liabilities owed to the
         Administrative Agent or any of its Affiliates or any treasury,
         depositary and cash management services in connection with any
         automated clearing house transfers of funds for the US Borrower or in
         respect of guarantees by the US Borrower of any such obligations or
         liabilities of any of its Subsidiaries for any such services, or any
         other document made, delivered or given in connection therewith or
         herewith, whether on account of principal, interest, reimbursement
         obligations, fees, indemnities, costs, expenses (including, without
         limitation, all fees and disbursements of counsel to the


<PAGE>   20


                                                                              13


         Secured Parties that are required to be paid by the US Borrower
         pursuant to the terms of this Agreement) or otherwise.

                  "Domestic Subsidiary": as to any Person, any Subsidiary of
         such Person other than a Foreign Subsidiary of such Person.

                  "EMU": Economic and Monetary Union as contemplated in the
         Treaty on European Union, as amended and in effect from time to time.

                  "EMU Legislation": legislative measures of the European
         Council (including European Council regulations) for the introduction
         of, changeover to or operation of a single or unified European currency
         (whether known as the euro or otherwise), being in part the
         implementation of the third stage of EMU.

                  "Environmental Laws": any applicable foreign, federal, state,
         provincial, local or municipal laws, rules, orders, regulations,
         statutes, ordinances, codes, decrees, legally binding requirements of
         any Governmental Authority or other Requirements of Law (including
         common law) regulating, relating to or imposing liability or standards
         of conduct concerning protection of human health or the environment, as
         now or may at any time hereafter be in effect.

                  "Equivalent Amount": at any time of determination, with
         respect to any amount in any currency denominated in a different
         currency, the amount at which such amount of different currency could
         be converted into the determination currency at such time as reasonably
         determined by the Multicurrency Administrative Agent.

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

                  "euro": the single currency of Participating Member States of
         the European Union.

                  "Euro Unit": the currency unit of the euro.

                  "Eurocurrency Base Rate": with respect to each day during each
         Interest Period pertaining to a Eurocurrency Loan, a rate per annum
         (rounded upward to the nearest 1/100th of 1%) equal to the sum of (a)
         LIBOR for such Interest Period and (b) in the case of a Loan in Pounds
         Sterling, the rate per annum calculated by the Multicurrency
         Administrative Agent relating to costs in respect of mandatory liquid
         asset requirements or similar amounts. "LIBOR" means in relation to any
         Interest Period, the rate per annum (rounded upwards, if necessary, to
         the nearest 1/100th of 1%) quoted at or about 11:00 a.m., London time,
         on the Quotation Date for such Interest Period on that page of the
         Telerate Screen which displays British Bankers Association Interest
         Settlement Rates for deposits in the currency of such Loan or, if such
         service shall cease to be available, such other service displaying
         British Bankers Association Interest Settlement Rates as the
         Administrative Agent or the Multicurrency Administrative Agent, as the
         case may be,


<PAGE>   21


                                                                              14


         after consultation with the Lenders and the US Borrower, shall select;
         provided that if no such rate is displayed for such currency and the
         relevant Interest Period and the Administrative Agent or the
         Multicurrency Administrative Agent, as the case may be, has not
         selected an alternative service on which two or more such quotations
         are displayed, "LIBOR" shall mean the arithmetic mean (rounded upwards,
         if necessary, to the nearest 1/100th of 1%) of the rates (as notified
         to the Administrative Agent or the Multicurrency Administrative Agent,
         as the case may be) at which each of the Reference Banks was offering
         to prime banks in the London Interbank Market deposits in the relevant
         currency of such amount and for such period at or about 11:00 a.m.,
         London time, on the Quotation Date for such period; "Reference Banks"
         means the principal London offices of The Chase Manhattan Bank and/or
         such other bank or banks as may from time to time be agreed between the
         Administrative Agent or the Multicurrency Administrative Agent, as the
         case may be, and the US Borrower; and "Quotation Date" means in
         relation to any Interest Period for which an interest rate is to be
         determined hereunder, the day on which quotations would ordinarily be
         given by prime banks in the London Interbank Market for deposits in the
         currency in relation to which such rate is to be determined for
         delivery on the first day of that Interest Period, provided that, if,
         for any such Interest Period, quotations would ordinarily be given on
         more than one date, the Quotation Date for that period shall be the
         last of those dates.

                  "Eurocurrency Loan": any Loan bearing interest by reference to
         the applicable Eurocurrency Rate.

                  "Eurocurrency Rate": with respect to each day during each
         Interest Period pertaining to a Eurocurrency Loan, a rate per annum
         determined for such day in accordance with the following formula
         (rounded upward to the nearest 1/100th of 1%):

                            Eurocurrency Base Rate
                            ----------------------
                  1.00 - Eurocurrency Reserve Requirements

                  "Eurocurrency Reserve Requirements": for any day as applied to
         any Eurocurrency Loan, the aggregate (without duplication) of the
         maximum rates (expressed as a decimal fraction) of reserve requirements
         in effect on such day (including, without limitation, basic,
         supplemental, marginal and emergency reserves) under any regulations of
         any applicable Governmental Authority for the applicable Borrower
         dealing with reserve requirements prescribed for eurocurrency funding
         (in the case of the US Borrower, currently referred to as "Eurocurrency
         Liabilities" in Regulation D of the Board).

                  "Event of Default": any of the events specified in Section 14,
         provided that any requirement for the giving of notice, the lapse of
         time, or both, or any other condition, has been satisfied.

                  "Excess Cash Flow": for any fiscal year of US Borrower, the
         excess of (a) the sum, without duplication, of (i) Consolidated EBITDA
         for such fiscal year, (ii) the amount of returned surplus assets of any
         Plan during such fiscal year to the extent not


<PAGE>   22


                                                                              15


         included in Consolidated Net Income to determine Consolidated EBITDA
         for such fiscal year, (iii) decreases in Consolidated Working Capital
         of the US Borrower and its Subsidiaries for such fiscal year, (iv) the
         amount of any refund received by Holdings and its Subsidiaries on taxes
         paid by US Borrower and its Subsidiaries, (v) cash dividends, cash
         interest and other similar cash payments received by Holdings in
         respect of investments to the extent not included in Consolidated Net
         Income to determine Consolidated EBITDA for such fiscal year and (vi)
         extraordinary cash gains to the extent subtracted or otherwise not
         included in Consolidated Net Income to determine Consolidated EBITDA
         for such fiscal year over (b) the sum, without duplication, of (i) the
         aggregate amount of cash Capital Expenditures made by US Borrower and
         its Subsidiaries during such fiscal year and permitted hereunder (other
         than Capital Expenditures permitted under subsection 13.8(b)), (ii) the
         aggregate amount of all reductions of the Revolving Credit Commitments
         or payments or prepayments of the Term Loans during such fiscal year
         other than pursuant to subsection 7.3(a), (b) or (c), (iii) the
         aggregate amount of payments of principal in respect of any
         Indebtedness permitted hereunder during such fiscal year (other than
         under this Agreement), (iv) increases in Consolidated Working Capital
         of US Borrower and its Subsidiaries for such fiscal year, (v) cash
         interest expense of US Borrower and its Subsidiaries for such fiscal
         year, (vi) taxes actually paid in such fiscal year or to be paid in the
         subsequent fiscal year on account of such fiscal year to the extent
         added to Consolidated Net Income to determine Consolidated EBITDA for
         such fiscal year, (vii) extraordinary cash losses to the extent added
         to Consolidated Net Income to determine Consolidated EBITDA for such
         fiscal year and (viii) the amount of all Investments made in such
         fiscal year as permitted by clauses (d), (h) and (j) of subsection
         13.9, provided that (x) increases or decreases in Consolidated Working
         Capital resulting from any acquisition shall be excluded from the
         calculation of Excess Cash Flow and (y) net income of any Foreign
         Subsidiary of the US Borrower which is not a Credit Party will only be
         included to the extent distributed to a Credit Party. Notwithstanding
         the foregoing, all payments made and received in connection with any
         Permitted Acquisition, any additional Senior Subordinated Indebtedness,
         any issuance of shares of Capital Stock by Holdings or any permitted
         refinancing of the Senior Subordinated Indebtedness shall be excluded
         from the calculation of Excess Cash Flow.

                  "Exchange Rate": with respect to any Multicurrency (other than
         Dollars) on a particular date, the rate at which such Multicurrency may
         be exchanged into Dollars in London on a spot basis, as set forth on
         the display page of the Reuters System applicable to such Multicurrency
         as reasonably determined by the Multicurrency Administrative Agent. In
         the event that such rate does not appear on any Reuters display page,
         the Exchange Rate with respect to such Multicurrency shall be
         determined by reference to such other publicly available service for
         displaying exchange rates as may be agreed upon by the Multicurrency
         Administrative Agent and the US Borrower or, in the absence of such
         agreement, such Exchange Rate shall instead be determined by reference
         to the Multicurrency Administrative Agent's spot rate of exchange
         quoted to prime banks in London in the London interbank market where
         its foreign currency exchange operations in respect of such
         Multicurrency are then being conducted, at or about noon, local time,
         at such date for the purchase of Dollars with such Multicurrency, for
         delivery on a spot


<PAGE>   23


                                                                              16


         basis; provided, however, that if at the time of any such
         determination, for any reason, no such spot rate is being quoted and no
         other methods for determining the Exchange Rate can be determined as
         set forth above, the Multicurrency Administrative Agent may use any
         reasonable method it deems applicable to determine such rate, and such
         determination shall be conclusive absent manifest error.

                  "Existing Credit Agreement": the Third Amended and Restated
         Credit Agreement, dated as of August 5, 1999, as amended, among
         Holdings, the US Borrower, the Canadian Borrower, PCB Investments PLC,
         Viasystems Holdings Limited, Print Service, Chips Acquisition Limited,
         Viasystems II Limited (f/k/a Interconnection Systems (Holdings)
         Limited), the Existing Lenders, The Chase Manhattan Bank of Canada,
         Chase Manhattan International Limited and The Chase Manhattan Bank, as
         administrative agent.

                  "Existing Lenders": the several banks and other financial
         institutions parties to the Existing Credit Agreement.

                  "Existing Letters of Credit": the Existing Multicurrency
         Letters of Credit and the Existing US Letters of Credit.

                  "Existing Multicurrency Letters of Credit": as defined in
         subsection 3.1(c).

                  "Existing US Letters of Credit": as defined in subsection
         2.1(c).

                  "Fee Properties": the collective reference to the real
         properties owned by Holdings and its Subsidiaries described on Part I
         of Schedule 10.19, including all buildings, improvements, structures
         and fixtures now or subsequently located thereon.

                  "Financing Lease": any lease of property, real or personal,
         the obligations of the lessee in respect of which are required in
         accordance with GAAP to be capitalized on a balance sheet of the
         lessee.

                  "Foreign Subsidiary": as to any Person any Subsidiary of such
         Person which is organized or formed under the laws of any jurisdiction
         outside of the country in which such Person is organized.

                  "Foreign Subsidiary Borrowers": as defined in the preamble
         hereto.

                  "Foreign Subsidiary Obligations": with respect to any Foreign
         Subsidiary Borrower, the unpaid principal of and interest on
         (including, without limitation, interest accruing after the maturity of
         the Loans made to such Foreign Subsidiary Borrower and interest
         accruing after the filing of any petition in bankruptcy, or the
         commencement of any insolvency, reorganization or like proceeding,
         relating to such Foreign Subsidiary Borrower, whether or not a claim
         for post-filing or post-petition interest is allowed in such
         proceeding) the Loans made to such Foreign Subsidiary Borrower and all
         other obligations and liabilities of such Foreign Subsidiary Borrower
         to the Administrative Agent, the Canadian Administrative Agent,
         Multicurrency Administrative Agent, as the


<PAGE>   24


                                                                              17


         case may be, or to the applicable Lenders, whether direct or indirect,
         absolute or contingent, due or to become due, or now existing or
         hereafter incurred, which may arise under, out of, or in connection
         with, this Agreement, any Notes thereunder or the other Loan Documents
         or any Interest Rate Agreement entered into with a Lender and any other
         document made, delivered or given in connection therewith, whether on
         account of principal, interest, reimbursement obligations, fees,
         indemnities, costs, expenses (including, without limitation, all fees
         and disbursements of counsel to the Administrative Agent, the Canadian
         Administrative Agent, the Multicurrency Administrative Agent or to such
         Lenders that are required to be paid by such Foreign Subsidiary
         Borrower pursuant to the terms of this Agreement) or otherwise.

                  "Future Foreign Subsidiary Borrower": any Foreign Subsidiary
         of the US Borrower that becomes a borrower hereunder pursuant to any
         Joinder Agreement.

                  "GAAP": the generally accepted accounting principles in the
         United States of America (or, in the case of financial statements or
         the like with respect to any Foreign Subsidiary of the US Borrower for
         any period prior to the date it became a Foreign Subsidiary, in the
         country of organization of such Foreign Subsidiary) as in effect from
         time to time set forth in the opinions and pronouncements of the
         Accounting Principles Board and the American Institute of Certified
         Public Accountants and the statements and pronouncements of the
         Financial Accounting Standards Board and the rules and regulations of
         the Securities and Exchange Commission (or in the case of financial
         statements or the like with respect to any Foreign Subsidiary of the US
         Borrower for any period prior to the date it became a Foreign
         Subsidiary, the applicable authority in such country of organization of
         such Foreign Subsidiary), or in such other statements by such other
         entity as may be in general use by significant segments of the
         accounting profession, which are applicable to the circumstances of the
         US Borrower as of the date of determination except that for purposes of
         subsection 13.1, GAAP shall be determined on the basis of such
         principles used in the preparation of the financial statements referred
         to in subsection 10.1(a). In the event that any "Accounting Change" (as
         defined below) shall occur and such change results in a change in the
         method of calculation of financial covenants, standards or terms in
         this Agreement, then Holdings, the Borrowers and the Administrative
         Agent agree to enter into negotiations in order to amend such
         provisions of this Agreement so as to equitably reflect such Accounting
         Changes with the desired result that the criteria for evaluating the US
         Borrower's financial condition shall be the same after such Accounting
         Changes as if such Accounting Changes had not been made. Until such
         time as such an amendment shall have been executed and delivered by
         Holdings, the Borrowers, the Administrative Agent and the Required
         Lenders, all financial covenants, standards and terms in this Agreement
         shall continue to be calculated or construed as if such Accounting
         Changes had not occurred. "Accounting Changes" means: changes in
         accounting principles required by the promulgation of any rule,
         regulation, pronouncement or opinion by the Financial Accounting
         Standards Board of the American Institute of Certified Public
         Accountants or, if applicable, the Securities and Exchange Commission
         (or successors thereto or agencies with similar functions).



<PAGE>   25


                                                                              18


                  "Governmental Authority": any nation or government, any state,
         province, municipality, or other political subdivision thereof and any
         entity exercising executive, legislative, judicial, regulatory or
         administrative functions of or pertaining to government.

                  "Guarantee and Collateral Agreement": the Guarantee and
         Collateral Agreement, dated as of the Closing Date, made by Holdings,
         the US Borrower and its Domestic Subsidiaries in favor of the
         Collateral Agent for the ratable benefit of the Secured Parties,
         substantially in the form of Exhibit F, as the same may be amended,
         restated, supplemented or otherwise modified from time to time.

                  "Guarantee Obligation": as to any Person (the "guaranteeing
         person"), any obligation of (a) the guaranteeing person or (b) another
         Person (including, without limitation, any bank under any letter of
         credit) to induce the creation of which the guaranteeing person has
         issued a reimbursement, counterindemnity or similar obligation, in
         either case guaranteeing or in effect guaranteeing any Indebtedness,
         leases, dividends or other obligations (the "primary obligations") of
         any other third Person (the "primary obligor") in any manner, whether
         directly or indirectly, including, without limitation, any obligation
         of the guaranteeing person, whether or not contingent, (i) to purchase
         any such primary obligation or any property constituting direct or
         indirect security therefor, (ii) to advance or supply funds (1) for the
         purchase or payment of any such primary obligation or (2) to maintain
         working capital or equity capital of the primary obligor or otherwise
         to maintain the net worth or solvency of the primary obligor, (iii) to
         purchase property, securities or services primarily for the purpose of
         assuring the owner of any such primary obligation of the ability of the
         primary obligor to make payment of such primary obligation or (iv)
         otherwise to assure or hold harmless the owner of any such primary
         obligation against loss in respect thereof; provided, however, that the
         term Guarantee Obligation shall not include endorsements of instruments
         for deposit or collection in the ordinary course of business. The
         amount of any Guarantee Obligation of any guaranteeing person shall be
         deemed to be the lower of (a) an amount equal to the stated or
         determinable amount of the primary obligation in respect of which such
         Guarantee Obligation is made and (b) the maximum amount for which such
         guaranteeing person may be liable pursuant to the terms of the
         instrument embodying such Guarantee Obligation, unless such primary
         obligation and the maximum amount for which such guaranteeing person
         may be liable are not stated or determinable, in which case the amount
         of such Guarantee Obligation shall be such guaranteeing person's
         maximum reasonably anticipated liability in respect thereof as
         determined by the board of directors of such Person in good faith.

                  "HMTF": as defined in the definition of "Change of Control".

                  "Holdings": as defined in the preamble hereto.

                  "Indebtedness": of any Person at any date, without duplication
         (a) all indebtedness of such Person for borrowed money or for the
         deferred purchase price of property or services (other than current
         trade liabilities incurred in the ordinary course of business and
         payable in accordance with customary practices and accrued expenses


<PAGE>   26


                                                                              19


         incurred in the ordinary course of business) or which is evidenced by a
         note, bond, debenture or similar instrument, (b) all obligations of
         such Person under Financing Leases, (c) all obligations of such Person
         in respect of bankers' acceptances or similar instruments issued or
         created for the account of such Person, (d) all liabilities secured by
         any Lien on any property owned by such Person even though such Person
         has not assumed or otherwise become liable for the payment thereof;
         provided however, that the amount of such Indebtedness of any Person
         described in this clause (d) shall, for purposes of this Agreement, be
         deemed to be equal to the lesser of (i) the aggregate unpaid amount of
         such Indebtedness and (ii) the fair market value of the property or
         asset encumbered, as determined by such Person in good faith; and (e)
         the US Letter of Credit Obligations of the US Borrower with respect to
         the principal portion of the Chips Letter of Credit.

                  "Initial Public Offering": the underwritten public offering of
         common stock of Holdings pursuant to Registration Statement No.
         333-94321 filed on January 10, 2000 with the Securities and Exchange
         Commission in accordance with the Securities Act of 1933, as amended.

                  "Insolvency": with respect to any Multiemployer Plan, the
         condition that such Plan is insolvent within the meaning of Section
         4245 of ERISA.

                  "Insolvent": pertaining to a condition of Insolvency.

                  "Intellectual Property": as defined in subsection 10.9.

                  "Interest Coverage Ratio": for any period, with respect to the
         US Borrower, the ratio of (a) Consolidated EBITDA to (b) consolidated
         cash interest expense (including any such cash interest expense in
         respect of Indebtedness under Financing Leases and purchase money
         Indebtedness permitted under subsection 13.2(e)) of the US Borrower and
         its Subsidiaries net of cash interest income (such consolidated cash
         interest expense to include fees payable on account of letters of
         credit and banker's acceptances but to exclude amortization of debt
         discount (including discount of liabilities and reserves established
         under Accounting Principles Board Opinion No. 16 as in effect on the
         date hereof) and costs of debt issuance).

                  "Interest Payment Date": (a) as to any Base Rate Loan, the
         last day of each of March, June, September and December to occur while
         such Loan is outstanding and the final maturity date of such Loan, (b)
         as to any Eurocurrency Loan having an Interest Period of three months
         or less, the last day of such Interest Period, (c) as to any
         Eurocurrency Loan having an Interest Period longer than three months,
         each day which is three months or a whole multiple thereof, after the
         first day of such Interest Period as well as the last day of such
         Interest Period and (d) as to any Loan (other than any Revolving Credit
         Loan that is a Base Rate Loan and any Swing Line Loan), the date of any
         repayment or prepayment made in respect thereof.

                  "Interest Period": with respect to any Eurocurrency Loan:



<PAGE>   27


                                                                              20


                           (a) initially, the period commencing on the borrowing
                  or conversion date, as the case may be, with respect to such
                  Eurocurrency Loan and ending at the end of one, two, three,
                  six (or to the extent available to all applicable Lenders,
                  nine or twelve) months thereafter, as selected by the
                  applicable Borrower in its notice of borrowing or notice of
                  conversion, as the case may be, given with respect thereto;
                  and

                           (b) thereafter, each period commencing on the last
                  day of the immediately preceding Interest Period applicable to
                  such Eurocurrency Loan and ending at the end of one, two,
                  three, six (and to the extent available to all applicable
                  Lenders, nine or twelve) months thereafter, as selected by the
                  applicable Borrower by irrevocable notice to the applicable
                  Agent not less than three Business Days prior to the last day
                  of the then current Interest Period with respect thereto;

         provided that, all of the foregoing provisions relating to Interest
         Periods are subject to the following:

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

                           (2) no Interest Period shall extend beyond the
                  Scheduled Revolving Credit Commitment Termination Date in the
                  case of Revolving Credit Loans or the scheduled date final
                  payment is due on any tranche or class of Term Loans in the
                  case of such tranche or class of Term Loans;

                           (3) no Interest Period with respect to any tranche or
                  class of the Term Loans shall extend beyond any date upon
                  which repayment of principal thereof is required to be made
                  if, after giving effect to the selection of such Interest
                  Period, the aggregate principal amount of such tranche or
                  class of Term Loans with Interest Periods ending after such
                  date would exceed the aggregate principal amount of such
                  tranche or class of Term Loans permitted to be outstanding
                  after such scheduled repayment; and

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

                  "Interest Rate Agreement": any interest rate protection
         agreement, interest rate, commodity or currency future, interest rate
         option, interest rate cap or other interest rate, commodity or currency
         hedge arrangement, to or under which Holdings or its Subsidiaries is a
         party or a beneficiary on the date hereof or becomes a party or a
         beneficiary after the date hereof.


<PAGE>   28


                                                                              21


                  "International Holdings": Viasystems International, Inc., a
         Delaware corporation.

                  "Investments": as defined in subsection 13.9.

                  "Issuing Lender": Chase or any of its affiliates (including
         Chase Delaware), in its capacity as issuer of any Letter of Credit.

                  "ITA": the Income Tax Act (Canada) and the regulations
         promulgated thereunder, as amended or re-enacted from time to time.

                  "Joinder Agreement": a Joinder Agreement which provides solely
         for a Future Foreign Subsidiary Borrower to become party to this
         Agreement as a Foreign Subsidiary Borrower in the form of Exhibit E to
         this Agreement.

                  "Judgment Conversion Date": as defined in subsection 17.11(a).

                  "Judgment Currency": as defined in subsection 17.11(a).

                  "Leased Properties": the collective reference to the real
         properties leased by Holdings and its Subsidiaries described on Part II
         of Schedule 10.19, including all buildings, improvements, structures
         and fixtures now or subsequently located thereon and owned or leased by
         the Borrower.

                  "Lenders": as defined in the preamble hereto.

                  "Letters of Credit": the collective reference to the US
         Letters of Credit, the Multicurrency Letters of Credit and the Chips
         Letter of Credit.

                  "Letter of Credit Application": with respect to (a) a Standby
         L/C, a Standby L/C Application and (b) a Trade L/C, a Trade L/C
         Application; collectively, the "Letter of Credit Applications".

                  "Letter of Credit Commitment": (a) as to the Issuing Lender,
         its obligation to issue Letters of Credit (other than the Chips Letter
         of Credit) for the account of the Borrowers in an aggregate amount not
         to exceed $40,000,000 plus up to $20,646,454 of the aggregate
         outstanding amount of letters of credit issued to support the
         obligations of Viasystems Srl on the Closing Date and (b) as to any
         Revolving Credit Lender, its unconditional obligation to participate in
         Letters of Credit of such Borrowers.

                  "Letter of Credit Obligations": the collective reference to
         the Multicurrency Letter of Credit Obligations and the US Letter of
         Credit Obligations.

                  "Letter of Credit Outstandings": the collective reference to
         the Multicurrency Letter of Credit Outstandings and the US Letter of
         Credit Outstandings.



<PAGE>   29


                                                                              22


                  "Lien": any mortgage, pledge, hypothecation, assignment,
         deposit arrangement, encumbrance, lien (statutory or other), charge or
         other security interest or any preference, priority or other security
         agreement or preferential arrangement of any kind or nature whatsoever
         (including, without limitation, any conditional sale or other title
         retention agreement and any Financing Lease having substantially the
         same economic effect as any of the foregoing).

                  "Loan Documents": the collective reference to this Agreement,
         the Notes, the Letter of Credit Applications, the Guarantee and
         Collateral Agreement, the Mortgages and any Joinder Agreement, and any
         other document, instrument or agreement guaranteeing, or granting a
         Lien to secure any Obligations.

                  "Loans": the collective reference to any loan made by any
         Lender hereunder.

                  "Material Adverse Change": any event, development, or
         circumstance that has had or could reasonably be expected to have a
         Material Adverse Effect.

                  "Material Adverse Effect": a material adverse effect on (a)
         the business, operations, property, condition (financial or otherwise)
         or prospects of Holdings and its Subsidiaries, taken as a whole or (b)
         the validity or enforceability of this Agreement or any of the other
         Loan Documents or the rights or remedies of the Secured Parties
         hereunder or thereunder.

                  "Materials of Environmental Concern": any gasoline or
         petroleum (including crude oil or any fraction thereof) or petroleum
         products or any hazardous or toxic substances, materials or wastes,
         defined or regulated as such in or under any Environmental Law,
         including, without limitation, friable asbestos, polychlorinated
         biphenyls and urea-formaldehyde insulation.

                  "Mills": Mills & Partners, Inc.

                  "Mortgaged Properties": the collective reference to the Fee
         Properties owned by the US Borrower and its Subsidiaries listed on Part
         III of Schedule 10.19.

                  "Mortgages": the collective reference to the mortgages and
         deeds of trust, substantially in the form of Exhibit H hereto,
         encumbering each of the Mortgaged Properties executed and delivered by
         the US Borrower or its Domestic Subsidiaries, with such modifications
         as are determined by the Administrative Agent as necessary or desirable
         to create a valid and enforceable first mortgage Lien securing the
         obligations and liabilities of any Borrower or any guarantor under any
         Loan Document, as the same may be amended, supplemented, replaced,
         restated, or otherwise modified from time to time.

                  "Multicurrency": Pounds Sterling, euros, Canadian Dollars or
         Dollars.

                  "Multicurrency Administrative Agent": as defined in the
         preamble hereto.


<PAGE>   30


                                                                              23


                  "Multicurrency Letters of Credit": as defined in subsection
         3.1(c).

                  "Multicurrency Letter of Credit Obligations": in respect of
         any Borrower, the obligation of such Borrower to reimburse the Issuing
         Lender in accordance with the terms of this Agreement and any related
         Letter of Credit Application for any payment made or honored by the
         Issuing Lender under any Multicurrency Letter of Credit.

                  "Multicurrency Letter of Credit Outstandings": at any date,
         the sum of (a) the aggregate amount then available to be drawn under
         all outstanding Multicurrency Letters of Credit and (b) the aggregate
         amount of drawings or payments under Multicurrency Letters of Credit
         which have not then been reimbursed pursuant to subsection 3.8.

                  "Multicurrency Obligations":  as defined in subsection 15.14.

                  "Multicurrency Revolving Credit Commitment": as to any
         Multicurrency Revolving Credit Lender, its obligation to make
         Multicurrency Revolving Credit Loans pursuant to subsection 3.1 and to
         participate in Multicurrency Letters of Credit in an aggregate
         Equivalent Amount not to exceed at any one time outstanding the amount
         set forth opposite such Multicurrency Revolving Credit Lender's name in
         Schedule 1.1 under the heading "Multicurrency Revolving Credit
         Commitment", as such amount may be reduced from time to time as
         provided herein; collectively, as to all the Multicurrency Revolving
         Credit Lenders, the "Multicurrency Revolving Credit Commitments."

                  "Multicurrency Revolving Credit Commitment Percentage": as to
         any Multicurrency Revolving Credit Lender, the percentage of the
         aggregate Multicurrency Revolving Credit Commitments constituted by its
         Multicurrency Revolving Credit Commitment.

                  "Multicurrency Revolving Credit Loans": any loan made by, or
         any Canadian B/A accepted by, any Multicurrency Revolving Credit Lender
         pursuant to this Agreement, including Canadian Loans.

                  "Multicurrency Revolving Credit Lender": any Lender having a
         Multicurrency Revolving Credit Commitment or that holds outstanding
         Multicurrency Revolving Credit Loans or Participating Interests in
         Multicurrency Letters of Credit hereunder.

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

                  "National Currency Unit": a fraction or multiple of one Euro
         Unit expressed in units of the former national currency of any
         Participating Member State.

                  "Net Cash Proceeds": (a) in connection with any Asset Sale
         (including any sale and leaseback of assets and any sale of accounts
         receivable in connection with a receivables financing transaction) the
         cash proceeds (including any cash payments received by way of deferred
         payment of principal pursuant to a note or installment


<PAGE>   31


                                                                              24


         receivable or purchase price adjustment receivable or otherwise, but
         only as and when received) of such Asset Sale net of all reasonable
         legal fees, notarial fees, accountants' fees, investment banking fees,
         survey costs, title insurance premiums, debt payments (other than
         pursuant hereto) and other customary fees actually incurred and
         satisfactorily documented in connection therewith and net of taxes paid
         or reasonably expected to be payable as a result thereof and net of
         purchase price adjustments reasonably expected to be payable in
         connection therewith and (b) in connection with any issuance by
         Holdings or any of its Subsidiaries of debt securities or instruments
         or the incurrence of loans other than Indebtedness permitted by
         subsection 13.2, the cash proceeds received from such issuance, net of
         all reasonable investment banking fees, legal fees, notarial fees,
         accountants fees, underwriting discounts and commissions and other
         customary fees and expenses, actually incurred and satisfactorily
         documented in connection therewith; provided however that, with respect
         to any issuance of debt instruments or securities as described in
         clause (b) above, only in the event that such net cash proceeds are
         used to refinance any Indebtedness permitted by this Agreement, then
         such net cash proceeds shall not constitute "Net Cash Proceeds" for the
         purpose of this Agreement.

                  "Non-Credit Parties": Subsidiaries of Holdings which are not
         party to any Loan Document.

                  "Non-Excluded Taxes": as defined in subsection 9.7(a).

                  "Non-Funding Lender": as defined in subsection 9.4(c).

                  "Nonconsenting Lender": as defined in subsection 9.9.

                  "Notes": the collective reference to the Revolving Credit
         Notes, the Swing Line Notes and the Term Notes.

                  "Obligations": the collective reference to the Domestic
         Obligations and any Foreign Subsidiary Obligations.

                  "OEM Acquisition": the acquisition by Holdings or any of its
         Subsidiaries of a captive division, business unit or facility of an
         original equipment manufacturer.

                  "Participant": as defined in subsection 17.6(b).

                  "Participating Interest": with respect to any Letter of
         Credit, (a) in the case of the Issuing Lender with respect thereto, its
         interest in such Letter of Credit after giving effect to the granting
         of participating interests therein, if any, pursuant hereto and (b) in
         the case of each Participating Lender, its undivided participating
         interest in such Letter of Credit relating thereto.

                  "Participating Lender": any Revolving Credit Lender, Tranche A
         Chips Lender or Tranche B Chips Lender (other than the Issuing Lender),
         as the case may be, with respect to its participating interest in a
         Letter of Credit.


<PAGE>   32


                                                                              25


                  "Participating Member State": each country so described in any
         EMU Legislation.

                  "Paying Agent": Chase, as party to the Paying Agency
         Agreement, dated as of April 21, 1997, among Holdings (as successor to
         Chips Holding, Inc.), the holders (together with any subsequent
         registered holder) of the Chips Loan Notes and Chase, as Paying Agent.

                  "PBGC": the Pension Benefit Guaranty Corporation established
         pursuant to Subtitle A of Title IV of ERISA.

                  "Permitted Acquisition": the acquisition by Holdings or a
         Subsidiary of Holdings of a Related Business approved by the board of
         directors of Holdings or such Subsidiary, as the case may be.

                  "Person": an individual, partnership, corporation, business
         trust, joint stock company, trust, unincorporated association, joint
         venture, Governmental Authority or other entity of whatever nature.

                  "Plan": at a particular time, any employee benefit plan which
         is covered by ERISA and in respect of which the US Borrower or a
         Commonly Controlled Entity is (or, if such plan were terminated at such
         time, would under Section 4069 of ERISA be deemed to be) an "employer"
         as defined in Section 3(5) of ERISA.

                  "Pledged Securities": as defined in the Guarantee and
         Collateral Agreement.

                  "Print Service": as defined in the preamble hereto.

                  "Pounds Sterling": legal currency of the United Kingdom.

                  "Process Agent": as defined in subsection 17.15(f).

                  "Pro Forma Balance Sheet": as defined in subsection 10.1(b).

                  "Properties": as defined in subsection 10.16(a).

                  "Ratable Portion": for each Lender, the amount of such
         Lender's pro rata portion of any applicable Loan.

                  "rate of exchange": as defined in subsection 17.11(d).

                  "Refunded Swing Line Loans": as defined in subsection 2.9(b).

                  "Register": as defined in subsection 17.6(d).



<PAGE>   33


                                                                              26


                  "Regulation T, U or X": Regulation T, U or X of the Board as
         in effect from time to time.

                  "Related Business" means any business which is the same as or
         related, ancillary or complementary to any of the businesses of the US
         Borrower and its Subsidiaries on the Closing Date, as reasonably
         determined by the Board of Directors of Holdings or the determining
         Subsidiary of Holdings.

                  "Reorganization": with respect to any Multiemployer Plan, the
         condition that such plan is in reorganization within the meaning of
         Section 4241 of ERISA.

                  "Reportable Event": any of the events set forth in Section
         4043(c) of ERISA and the regulations thereunder, other than those
         events as to which the thirty day notice period is waived under
         subsections .13, .14, .16, .18, .19 or .20 of PBGC Reg. Section 2615.

                  "Required Lenders": at any time, Lenders the Total Credit
         Percentages of which aggregate at least a majority.

                  "Requirement of Law": as to any Person, the certificate of
         incorporation and by-laws or other organizational or governing
         documents of such Person, and any law (including laws enacted after the
         date hereof as and when enacted), treaty, statute, rule, regulation,
         common law or determination of an arbitrator or a court or other
         Governmental Authority and all official directives, consents,
         approvals, authorizations, guidelines, restrictions and policies of any
         Governmental Authority, in each case applicable to or binding upon such
         Person or any of its property or to which such Person or any of its
         property is subject.

                  "Reset Date": as defined in subsection 3.9(a).

                  "Responsible Officer": as to any Person, the chief executive
         officer, the president, the chief financial officer, managing or other
         director, any vice president, secretary, any assistant secretary,
         treasurer or any assistant treasurer of such Person.

                  "Restricted Payments": as defined in subsection 13.7.

                  "Revolving Credit Commitments": the collective reference to
         the US Revolving Credit Commitments and the Multicurrency Revolving
         Credit Commitments.

                  "Revolving Credit Commitment Period": the period from and
         including the Closing Date to, but not including, the Scheduled
         Revolving Credit Commitment Termination Date or such earlier date on
         which the Revolving Credit Commitments are terminated (whether pursuant
         to Section 14 or otherwise).

                  "Revolving Credit Lenders": the collective reference to the US
         Revolving Credit Lenders and the Multicurrency Revolving Credit
         Lenders.



<PAGE>   34


                                                                              27


                  "Revolving Credit Loans": the collective reference to the US
         Revolving Credit Loans and the Multicurrency Revolving Credit Loans.

                  "Revolving Credit Notes": the collective reference to any
         promissory note evidencing Revolving Credit Loans.

                  "Scheduled Revolving Credit Commitment Termination Date":
         September 30, 2005 or, if such date is not a Business Day, the Business
         Day next preceding such date.

                  "Secured Parties": the collective reference to the Collateral
         Agent, the Administrative Agent, the Canadian Administrative Agent, the
         Multicurrency Administrative Agent and the Lenders.

                  "Selected Currency": as defined in subsection 1.3(c).

                  "Senior Subordinated Indebtedness": the $500,000,000 in
         aggregate principal amount of the 9 3/4% Senior Subordinated Notes of
         the US Borrower due 2007 and any other unsecured subordinated
         Indebtedness of Holdings or the US Borrower; provided such other
         indebtedness has (i) no maturity, amortization, mandatory redemption or
         purchase option (other than with asset sale proceeds, subject to the
         provisions of this Agreement, or following a change of control) or
         sinking fund payment prior to April 1, 2007, (ii) no financial
         maintenance covenants and (iii) such other terms and conditions
         (including without limitation, interest rate, events of default,
         subordination and covenants) as shall be reasonably satisfactory to the
         Administrative Agent.

                  "Sharing Agreement": the Sharing Agreement, dated as of the
         Closing Date, among the Collateral Agent, the Administrative Agent, the
         Multicurrency Administrative Agent and the Canadian Administrative
         Agent, substantially in the form of Exhibit G, as the same may be
         amended, supplemented or otherwise modified from time to time.

                  "Single Employer Plan": any Plan which is covered by Title IV
         of ERISA, but which is not a Multiemployer Plan.

                  "Solvent" and "Solvency": with respect to any Person on a
         particular date, that on such date, (a) the fair value of the property
         of such Person is greater than the total amount of liabilities,
         including, without limitation, contingent liabilities, of such Person,
         (b) the present fair saleable value of the assets of such Person is not
         less than the amount that will be required to pay the probable
         liability of such Person on its debts as they become absolute and
         matured, (c) such Person does not intend to, and does not believe that
         it will, incur debts or liabilities beyond such Person's ability to pay
         as such debts and liabilities mature, and (d) such Person is not
         engaged in business or a transaction, and is not about to engage in
         business or a transaction, for which such Person's property would
         constitute an unreasonably small capital.

                  "SPPAQ": the Supplemental Pensions Plan Act (Quebec), as
         amended, and any successor thereto, and any regulations promulgated
         thereunder.


<PAGE>   35


                                                                              28


                  "Standby L/C": an irrevocable letter of credit issued by the
         Issuing Lender pursuant to subsection 2.5 or 3.5, as applicable, for
         the account of any Borrower in respect of obligations of such Borrower
         or any Subsidiary of the US Borrower incurred pursuant to contracts
         made or performances undertaken or to be undertaken or like matters
         relating to contracts to which such Borrower or Subsidiary is or
         proposes to become a party, including, without limiting the foregoing,
         for insurance purposes.

                  "Standby L/C Application": a standby letter of credit
         application in the Issuing Lender's then customary form.

                  "Subsidiary": as to any Person, any other Person of which
         shares of stock or other ownership interests having ordinary voting
         power (other than stock or such other ownership interests having such
         power only by reason of the happening of a contingency) to elect a
         majority of the board of directors or other managers of such other
         Person are at the time owned, or the management of which is otherwise
         controlled, directly or indirectly through one or more intermediaries,
         or both, by such Person. Unless otherwise qualified, all references to
         a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a
         Subsidiary or Subsidiaries of US Borrower.

                  "Supply Agreement": the Supply Agreement dated November 26,
         1996 between Lucent Technologies Inc. and VTC, as amended, supplemented
         or otherwise modified from time to time.

                  "Swing Line Commitment": the Swing Line Lender's obligation to
         make Swing Line Loans pursuant to subsection 2.9.

                  "Swing Line Lender": Chase, in its capacity as the lender of
         Swingline Loans.

                  "Swing Line Loans": as defined in subsection 2.9(a).

                  "Swing Line Note": any promissory note evidencing Swing Line
         Loans.

                  "Syndication Agents": as defined in the preamble hereto.

                  "TARGET Business Day": any day that is not (a) a Saturday or
         Sunday or (b) any other day on which the Trans-European Real-time Gross
         Settlement Operating System (or any successor settlement system) is not
         operating.

                  "Term Loans": the collective reference to the Tranche B Term
         Loans and, when they are outstanding, the Tranche A Chips Term Loans
         and the Tranche B Chips Term Loans.

                  "Term Loan Lenders": the collective reference to the Tranche B
         Term Loan Lenders, the Tranche A Chips Lenders and the Tranche B Chips
         Lenders.



<PAGE>   36


                                                                              29


                  "Term Notes": the collective reference to any promissory note
         evidencing Term Loans.

                  "Total Credit Percentage": as to any Lender at any time, the
         percentage (calculated without duplication) of the aggregate Revolving
         Credit Commitments, Chips Term Loan Commitments and outstanding Term
         Loans then constituted by its Revolving Credit Commitments, its Chips
         Term Loan Commitments and its outstanding Term Loans (or, if the
         Revolving Credit Commitments have terminated or expired, the percentage
         of the aggregate outstanding Loans and risk interests in the aggregate
         Letter of Credit Outstandings and Swing Line Loans then constituted by
         its outstanding Loans, and risk interests in Letters of Credit
         Outstandings and Swing Line Loans).

                  "Trade L/C": a commercial documentary letter of credit issued
         by the Issuing Lender pursuant to subsection 2.5 or 3.5, as applicable,
         for the account of a Borrower for the purchase of goods in the ordinary
         course of business.

                  "Trade L/C Application": a commercial letter of credit
         application in the Issuing Lender's then customary form.

                  "Tranche": the reference to Eurocurrency Loans of a Borrower
         the Interest Periods with respect to all of which begin on the same
         date and end on the same later date (whether or not such Loans shall
         originally have been made on the same day).

                  "Tranche A Chips Commitment": as to any Tranche A Chips
         Lender, its obligation to (a) make Tranche A Chips Term Loans to the US
         Borrower pursuant to subsection 4.1 and (b) participate in the Chips
         Letter of Credit as provided in subsection 4.5 in an aggregate amount
         not to exceed the amount set forth opposite such Tranche A Chips
         Lender's name in Schedule 1.1 under the heading "Tranche A Chips
         Commitment"; collectively, as to all Tranche A Chips Lenders, the
         "Tranche A Chips Commitments."

                  "Tranche A Chips Commitment Percentage": as to any Tranche A
         Chips Lender, the percentage of the aggregate Tranche A Chips
         Commitments constituted by its Tranche A Chips Commitment.

                  "Tranche A Chips Lender": any Lender that holds (a) a
         Participating Interest in the Chips Letter of Credit pursuant to
         Section 4 or (b) outstanding Tranche A Chips Term Loans, which
         collectively for purposes of subsection 17.1 shall be deemed to be a
         class of Term Loan Lenders.

                  "Tranche A Chips Term Loans": as defined in subsection 4.1(b).

                  "Tranche B Chips Funded Amount": as defined in subsection 5.5.

                  "Tranche B Chips Funding Account": the collective reference to
         any one or more accounts established by the Issuing Lender to hold
         Tranche B Chips Funded Amounts.


<PAGE>   37


                                                                              30


                  "Tranche B Chips Commitment": as to any Tranche B Chips
         Lender, its obligation to fund its Tranche B Chips Funded Amount in an
         amount not to exceed the amount set forth opposite such Tranche B Chips
         Lender's name in Schedule 1.1 under the heading "Tranche B Chips
         Commitment"; collectively, as to all Tranche B Chips Lenders, the
         "Tranche B Chips Commitments."

                  "Tranche B Chips Commitment Percentage": as to any Tranche B
         Chips Lender, the percentage of the aggregate Tranche B Chips
         Commitments constituted by its Tranche B Chips Commitment.

                  "Tranche B Chips Lender": any Lender that holds (a) a
         Participating Interest in the Chips Letter of Credit pursuant to
         Section 5 or (b) outstanding Tranche B Chips Term Loans, which
         collectively for purposes of subsection 17.1 shall be deemed to be a
         class of Term Loan Lenders.

                  "Tranche B Chips Participation": as defined in subsection 5.5.

                  "Tranche B Chips Term Loans": as defined in subsection 5.1(b).

                  "Tranche B Term Loans": as defined in subsection 6.1.

                  "Tranche B Term Loan Commitment": as to any Tranche B Term
         Loan Lender, its obligation to make Tranche B Term Loans pursuant to
         subsection 6.1 in an aggregate amount not to exceed the amount opposite
         such Tranche B Term Loan Lender's name in Schedule 1.1 under the
         heading 'Tranche B Term Loan Commitment'; collectively, as to all
         Tranche B Term Loan Lenders, the "Tranche B Term Loan Commitments."

                  "Tranche B Term Loan Lender": any Lender having a Tranche B
         Term Loan Commitment hereunder or a Tranche B Term Loan outstanding
         hereunder.

                  "Tranche B Term Loan Percentage": as to any Tranche B Term
         Loan Lender, the percentage of the aggregate outstanding Tranche B Term
         Loans constituted by its Tranche B Term Loan.

                  "Transactions": the collective reference to the Commercial
         Products Business Transfer, the Initial Public Offering, the WHB
         Acquisition and the refinancing of existing indebtedness of the US
         Borrower and its Subsidiaries.

                  "Transferee": as defined in subsection 17.6(f).

                  "Type": as to any Loan, its nature as a Base Rate Loan or a
         Eurocurrency Loan, or a Canadian B/A in the case of a Multicurrency
         Revolving Credit Loan in Canadian Dollars.



<PAGE>   38


                                                                              31


                  "Uniform Customs": the Uniform Customs and Practice for
         Documentary Credits (1993 Revision), International Chamber of Commerce
         Publication No. 500, and any revisions thereof or successors (in whole
         or in part) thereto.

                  "US Borrower": as defined in the preamble hereto.

                  "US Letters of Credit": as defined in subsection 2.1(c).

                  "US Letter of Credit Obligations": in respect of the US
         Borrower, the obligation of such Borrower to reimburse the Issuing
         Lender in accordance with the terms of this Agreement and any related
         Letter of Credit Application for any payment made or honored by the
         Issuing Lender under any US Letter of Credit.

                  "US Letter of Credit Outstandings": at any date, the sum of
         (a) the aggregate amount then available to be drawn under all
         outstanding US Letters of Credit and (b) the aggregate amount of
         drawings or payments under US Letters of Credit which have not then
         been reimbursed pursuant to subsection 2.8.

                  "US Revolving Credit Commitment": as to any US Revolving
         Credit Lender, its obligation to make US Revolving Credit Loans
         pursuant to subsection 2.1 and to participate in Swing Line Loans and
         US Letters of Credit in an aggregate amount not to exceed at any one
         time outstanding the amount set forth opposite such US Revolving Credit
         Lender's name in Schedule 1.1 under the heading "US Revolving Credit
         Commitment", as such amount may be reduced from time to time as
         provided herein; collectively, as to all the US Revolving Credit
         Lenders, the "US Revolving Credit Commitments."

                  "US Revolving Credit Commitment Percentage": as to any US
         Revolving Credit Lender, the percentage of the aggregate US Revolving
         Credit Commitments constituted by its US Revolving Credit Commitment.

                  "US Revolving Credit Lender": any Lender having a US Revolving
         Credit Commitment or that holds outstanding US Revolving Credit Loans
         or Participating Interests in US Letters of Credit hereunder.

                  "US Revolving Credit Loans": Loans made by any US Revolving
         Credit Lender to the US Borrower pursuant to subsection 2.1.

                  "U.S. Tax Compliance Certificate": as defined in subsection
         9.7(b)(ii).

                  "VTC": Viasystems Technologies Corp., L.L.C. (formerly known
         as Viasystems Technologies Corp.), a Delaware limited liability
         company.

                  "WHB": the wire harness business operated by Wirekraft
         Industries, Inc.



<PAGE>   39


                                                                              32


                  "WHB Acquisition": the acquisition by the US Borrower of all
         the stock of Wirekraft Industries, Inc. and its Subsidiaries.

                  "WHB Acquisition Document": as defined in subsection 11.1(c).

                  "Wholly Owned Subsidiary": as to any Person, any Subsidiary of
         which such Person owns, directly or indirectly, all of the Capital
         Stock of such Subsidiary other than directors' qualifying shares or any
         shares held by nominees.

                  1.2 Other Definitional Provisions. (a) Unless otherwise
specified therein or unless the context otherwise requires, all terms defined in
this Agreement shall have the defined meanings when used in any Note or any
certificate or other document made or delivered pursuant hereto.

                  (b) As used herein and in any Note, and any certificate or
other document made or delivered pursuant hereto, accounting terms relating to
Holdings and its Subsidiaries not defined in subsection 1.1 and accounting terms
partly defined in subsection 1.1, to the extent not defined, shall have the
respective meanings given to them under GAAP.

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

                  (d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                  1.3 EMU. (a) Redenomination of Alternative Currency Loans and
other Obligations into Euro Units. (i) On the date on which any nation becomes a
Participating Member State, each obligation under this Agreement of a party to
this Agreement which (1) was originally denominated in the former national
currency of such Participating Member State or (2) would otherwise have been
denominated in such former national currency prior to such date shall be
redenominated into the Euro Unit in accordance with EMU Legislation and
applicable state law, provided, that if and to the extent that any EMU
Legislation provides that amounts denominated either in euros or in the National
Currency Unit of a Participating Member State, that are payable by crediting an
account of the creditor within that country, may be paid by the debtor in either
euros or National Currency Units, the debtor shall be entitled to pay or repay
any such amounts in either the Euro Unit or such National Currency Unit.

                  (ii) Subject to any EMU Legislation, references in this
Agreement to a minimum amount (or an integral multiple thereof) in a National
Currency Unit to be paid to or by a party hereto shall be deemed to be a
reference to such reasonably comparable and convenient amount (or an integral
multiple thereof) in the Euro Unit as the Multicurrency Administrative Agent may
from time to time specify.



<PAGE>   40


                                                                              33


                  (b) Payments. (i) All payments by any Borrower or any Lender
of amounts denominated in the euro or a National Currency Unit of a
Participating Member State shall be made in immediately available, freely
transferable, cleared funds to the account of the Multicurrency Administrative
Agent in the principal financial center in such Participating Member State or in
London, England, as from time to time designated by the Multicurrency
Administrative Agent for such purpose.

                  (ii) All amounts payable by the Multicurrency Administrative
Agent to any party under this Agreement in the National Currency Unit of a
Participating Member State shall instead be paid in euros.

                  (iii) The Multicurrency Administrative Agent shall not be
liable to any party to this Agreement in any way whatsoever for any delay, or
the consequences of any delay, in the crediting to any account of any amount
denominated in euros or a National Currency Unit of a Participating Member
State.

                  (c) Unavailability of Euros. If the Multicurrency
Administrative Agent at any time determines that: (1) the euro has ceased to be
utilized as the basic accounting unit of the European Community, (2) for reasons
affecting the market in euros generally, euros are not freely traded between
banks internationally, or (3) it is illegal, impossible or impracticable for
payments to be made hereunder in euros, then the Multicurrency Administrative
Agent may in its discretion declare (such declaration to be binding on all the
parties hereto) that any payment made or to be made thereafter which, but for
this provision, would have been payable in euros shall be made in a component
currency of the euro or Dollars (as selected by the Multicurrency Administrative
Agent (the "Selected Currency")) and the amount to be so paid shall be
calculated on the basis of the equivalent of the euro in the Selected Currency.

                  (d) Basis of Accrual. If the basis of accrual of interest or
fees expressed in this Agreement with respect to the currency of any state that
becomes a Participating Member State shall be inconsistent with any convention
or practice in the relevant interbank market for the offering of deposits
denominated in such currency for the basis of accrual of interest or fees in
respect of the euro, such convention or practice shall replace such expressed
basis effective as of and from the date on which such state becomes a
Participating Member State, provided, that if any Loan in the currency of such
state is outstanding immediately prior to such date, such replacement shall take
effect, with respect to such Loan, at the end of the then current Interest
Period.

                  (e) Additional Changes at Multicurrency Administrative Agent's
Discretion. This subsection and other provisions of this Agreement relating to
euros and the National Currency Units of Participating Member States shall be
subject to such further changes as the Multicurrency Administrative Agent may
from time to time in its reasonable discretion specify to the other parties
hereto as necessary or appropriate to reflect the changeover to or operation of
the euro in Participating Member States.


<PAGE>   41


                                                                              34


               SECTION 2. TERMS OF US REVOLVING CREDIT COMMITMENTS

                  2.1 US Revolving Credit Commitments. (a) Subject to the terms
and conditions hereof, each US Revolving Credit Lender severally agrees to make
US Revolving Credit Loans to the US Borrower in Dollars from time to time during
the Revolving Credit Commitment Period in an aggregate principal amount at any
one time outstanding which, when added to such Lender's US Revolving Credit
Commitment Percentage of all US Letter of Credit Outstandings and outstanding
Swing Line Loans, does not exceed the amount of such Lender's US Revolving
Credit Commitment then in effect. During the US Revolving Credit Commitment
Period, the US Borrower may use the US Revolving Credit Commitments by
borrowing, prepaying the US Revolving Credit Loans in whole or in part, and
reborrowing, all in accordance with the terms and conditions hereof. The US
Revolving Credit Loans may from time to time be of any available Type, as
determined by the US Borrower and notified to the Administrative Agent in
accordance herewith.

                  (b) The principal amount of each US Revolving Credit Loan
shall be due and payable on the Scheduled Revolving Credit Commitment
Termination Date or on such earlier date as provided herein.

                  (c) The US Borrower on behalf of itself and the other
Borrowers acknowledges and confirms that the Issuing Lender has issued, and that
there are outstanding, certain letters of credit under the Existing Credit
Agreement as set forth on Schedule 2.1(c) (the "Existing US Letters of Credit").
The US Borrower on behalf of itself and the other Borrowers hereby represents,
warrants, agrees, covenants and reaffirms that (i) it has no (and it permanently
and irrevocably waives, and releases the Issuing Lender and the Existing Lenders
from any, to the extent arising on or prior to the Closing Date) defense,
setoff, claim or counterclaim against the Issuing Lender or any Existing Lender
in regard to any obligation in respect of the Existing US Letters of Credit and
(ii) reaffirms its obligations in respect of the Existing US Letters of Credit
in accordance with the terms and provisions of this Agreement and the other Loan
Documents. Subject to the terms and conditions hereof, the Issuing Lender, in
reliance on the agreements of the other US Revolving Credit Lenders set forth in
subsection 2.7, agrees to issue other letters of credit (together with the
Existing US Letters of Credit, "US Letters of Credit") for the account of the US
Borrower on any Business Day during the Revolving Credit Commitment Period in
such form as may be approved from time to time by the Issuing Lender; provided,
that, the Issuing Lender shall not issue any US Letter of Credit if, after
giving effect to such issuance, (i) the US Letter of Credit Outstandings and the
Multicurrency Letter of Credit Outstandings would exceed the Letter of Credit
Commitment or (ii) the sum of the US Revolving Credit Loans, Swing Line Loans
and US Letter of Credit Outstandings of the US Revolving Credit Lenders would
exceed the US Revolving Credit Commitments. Each US Letter of Credit shall (i)
be (x) a Standby L/C or (y) a Trade L/C, and (ii) expire or mature no later than
five (5) Business Days prior to the Scheduled Revolving Credit Commitment
Termination Date. No US Letter of Credit shall have an expiry or maturity date
more than one year after its date of issuance or creation; provided, that, any
US Letter of Credit may provide for the renewal thereof for additional periods
not to exceed one (1) year (which shall in no event extend beyond the Scheduled
Revolving Credit Commitment Termination Date); provided, further, that in no
case shall any US Letter of Credit have an expiry or maturity date later than
five (5) Business Days prior to the Scheduled


<PAGE>   42


                                                                              35


Revolving Credit Commitment Termination Date. Each US Letter of Credit shall be
denominated in Dollars. Each US Letter of Credit shall be subject to such laws
and agreements as the Issuing lender may agree. The Issuing Lender shall not at
any time be obligated to issue any US Letter of Credit hereunder if such
issuance would conflict with, or cause the Issuing Lender or any US Revolving
Credit Lender to exceed any limits imposed by, any applicable Requirement of
Law.

                  2.2 Termination or Reduction of US Revolving Credit
Commitments. The US Borrower shall have the right, upon not less than five (5)
Business Days' notice to the Administrative Agent, to terminate the US Revolving
Credit Commitments or, from time to time, reduce the unutilized portion of the
amount of the US Revolving Credit Commitments, provided that any such
termination of the US Revolving Credit Commitments shall be accompanied by
prepayment (or payment of cash collateral, as applicable in the case of US
Letters of Credit) in full of the US Revolving Credit Loans, Swing Line Loans
and US Letter of Credit Obligations then outstanding, as applicable, together
with accrued interest thereon to the date of such prepayment, cancellation of
all US Letters of Credit, as applicable, and the payment of any unpaid
commitment fees then accrued hereunder. Any such reduction shall be in a minimum
amount of $500,000, and shall reduce permanently the amount of the US Revolving
Credit Commitments then in effect. Upon termination of the US Revolving Credit
Commitments, any US Letter of Credit then outstanding which has been fully cash
collateralized shall no longer be considered a "US Letter of Credit" as defined
in subsection 1.1, and any participating interest theretofore granted by the
Issuing Lender to the US Revolving Credit Lenders in such US Letter of Credit
shall be deemed terminated but the letter of credit commissions fees payable
pursuant hereto shall continue to accrue to the Issuing Lender with respect to
such US Letter of Credit until the expiry thereof.

                  (b) In the case of any reduction of the US Revolving Credit
Commitments hereunder, to the extent, if any, that the sum of the US Revolving
Credit Loans, Swing Line Loans and the US Letter of Credit Outstandings exceeds
the applicable US Revolving Credit Commitments as so reduced, the US Borrower
shall make a prepayment equal to such excess amount, the proceeds of which shall
be applied first, to payment of the Swing Line Loans then outstanding, second,
to payment of the US Revolving Credit Loans, then outstanding, third, to payment
of any applicable US Letter of Credit Obligations then outstanding and last, to
cash collateralize any outstanding US Letter of Credit on terms reasonably
satisfactory to the Administrative Agent.

                  (c) Any US Revolving Credit Commitments once terminated or
reduced may not be reinstated.

                  2.3 Procedure for US Revolving Credit Borrowing. The US
Borrower may borrow under the US Revolving Credit Commitments during the
Revolving Credit Commitment Period on any Business Day, provided that the US
Borrower shall give the Administrative Agent irrevocable notice by 12:00 noon,
New York City time, three Business Days (in the case of a Eurocurrency Rate
borrowing) or one Business Day (in the case of a Base Rate borrowing) prior to
the requested Borrowing Date, specifying (i) the amount to be borrowed, (ii) the
requested Borrowing Date, (iii) the Type or Types of Loan, and (iv) if the
borrowing is to be entirely or


<PAGE>   43


                                                                              36


partly of Eurocurrency Loans, the respective amounts of each such Type of Loan
and the respective lengths of the initial Interest Periods therefor. Each
borrowing under the US Revolving Credit Commitments shall be in a minimum amount
equal to (A) in the case of Base Rate Loans, $500,000 (or, if the then Available
US Revolving Credit Commitments are less than $500,000, such lesser amount) and
(B) in the case of Eurocurrency Loans, $1,000,000. Upon receipt of any such
notice from the US Borrower, the Administrative Agent shall promptly notify each
US Revolving Credit Lender thereof. Each US Revolving Credit Lender will make
the amount of its pro rata share of each borrowing available to the
Administrative Agent for the account of the US Borrower at the office of the
Administrative Agent specified in subsection 17.2 prior to 11:00 a.m., New York
City time, on the Borrowing Date requested by the US Borrower in funds
immediately available to the Administrative Agent. Such borrowing will then be
made available to the US Borrower by the Administrative Agent crediting the
account of such Borrower on the books of such office with the aggregate of the
amounts made available to the Administrative Agent by the US Revolving Credit
Lenders and in like funds as received by the Administrative Agent.

                  2.4 Commitment Fee; Administrative Agent Fees; Maturity Date.
(a) The US Borrower agrees to pay to the Administrative Agent for the account of
each US Revolving Credit Lender a commitment fee for the period from and
including the first day of the Revolving Credit Commitment Period to the
Scheduled Revolving Credit Commitment Termination Date, computed at a rate per
annum equal to the Applicable Margin for Commitment Fees on the average daily
Available US Revolving Credit Commitment of such US Revolving Credit Lender
during the period for which payment is made, payable quarterly in arrears on the
last day of each of March, June, September, and December and on the Scheduled
Revolving Credit Commitment Termination Date.

                  (b) Each Borrower shall pay to Chase and the other Agents the
amounts payable by it set forth in the Fee Letter dated February 28, 2000 in the
amounts and on the dates set forth therein.

                  2.5 Procedure for Issuance of US Letters of Credit. The US
Borrower may from time to time request that the Issuing Lender issue a US Letter
of Credit for the account of the US Borrower by delivering to the Issuing Lender
and the Administrative Agent at their respective address for notices specified
herein, a Trade L/C Application or a Standby L/C Application completed to the
satisfaction of the Issuing Lender, and such other certificates, documents and
other papers and information as may be customary for letters of credit of the
kind being requested and as the Issuing Lender may reasonably request. Upon
receipt of any Letter of Credit Application and other appropriate documentation,
the Issuing Lender will process such documents, certificates and other papers
and information delivered to it in connection therewith in accordance with its
customary procedures and, upon receipt by the Issuing Lender of confirmation
from the Administrative Agent that issuance of such US Letter of Credit will not
contravene this Agreement, the Issuing Lender shall promptly issue the US Letter
of Credit requested thereby (but in no event shall the Issuing Lender be
required to issue any Letter of Credit earlier than three (3) Business Days
after its receipt of the appropriate documentation therefor and all such other
certificates, documents and other papers and information relating thereto) by
issuing the original of such US Letter of Credit to the beneficiary thereof or
as


<PAGE>   44


                                                                              37


otherwise may be agreed by the Issuing Lender and the US Borrower. The Issuing
Lender shall furnish a copy of such US Letter of Credit to the US Borrower and
the Administrative Agent promptly following the issuance thereof.

                  2.6 Fees, Commissions and Other Charges. (a) The US Borrower
shall pay to the Administrative Agent, for the account of the Issuing Lender and
the US Revolving Credit Lenders, a letter of credit commission with respect to
each US Letter of Credit, in an amount equal to 1/8 of 1% plus the Applicable
Margin applicable to US Revolving Credit Loans bearing interest at the
Eurocurrency Rate of the average daily face amount of such US Letter of Credit,
payable quarterly in arrears on the last day of each of March, June, September
and December and on the Scheduled Revolving Credit Commitment Termination Date.
A portion of such commission equal to 1/8 of 1% of the average daily face amount
of such US Letter of Credit shall be payable to the Issuing Lender for its own
account, and the remaining portion of such commission shall be payable to the
Issuing Lender and the US Revolving Credit Lenders to be shared ratably among
them in accordance with their respective US Revolving Credit Commitment
Percentages. Such commission shall be nonrefundable.

                  (b) In addition to the foregoing commissions, the US Borrower
shall pay or reimburse the Issuing Lender for such normal and customary costs
and expenses as are incurred or charged by the Issuing Lender in issuing,
effecting payment under, amending or otherwise administering any US Letter of
Credit.

                  (c) The Administrative Agent shall, promptly following its
receipt thereof, distribute to the Issuing Lender and the US Revolving Credit
Lenders all fees and commissions received by the Administrative Agent for their
respective accounts pursuant to this subsection.

                  2.7 US Letter of Credit Participations. (a) Effective on the
Closing Date (in the case of the Existing US Letters of Credit) or the date of
issuance (in the case of any other US Letter of Credit), the Issuing Lender
irrevocably agrees to grant and hereby grants to each US Revolving Credit
Lender, and each US Revolving Credit Lender irrevocably agrees to accept and
purchase and hereby accepts and purchases from the Issuing Lender, on the terms
and conditions hereinafter stated, for such US Revolving Credit Lender's own
account and risk an undivided interest equal to its US Revolving Credit
Commitment Percentage in the Issuing Lender's obligations and rights under each
US Letter of Credit issued by such Issuing Lender and the amount of each draft
paid by the Issuing Lender thereunder. Each US Revolving Credit Lender
unconditionally and irrevocably agrees with the Issuing Lender that, if a draft
is paid under any US Letter of Credit for which such Issuing Lender is not
reimbursed in full by the US Borrower in accordance with the terms of this
Agreement, such US Revolving Credit Lender shall pay to the Administrative
Agent, for the account of the Issuing Lender, upon demand at the Administrative
Agent's address specified in subsection 17.2, an amount equal to its US
Revolving Credit Commitment Percentage, of the amount of such draft, or any part
thereof, which is not so reimbursed. On the date that any Assignee becomes a US
Revolving Credit Lender party to this Agreement in accordance with subsection
17.6, participating interests in any outstanding US Letters of Credit held by
the transferor US Revolving Credit Lender from which such Assignee acquired its
interest hereunder shall be proportionately reallotted between such Assignee and
such transferor US Revolving Credit Lender. Each US Revolving Credit Lender


<PAGE>   45


                                                                              38


hereby agrees that its obligation to participate in each US Letter of Credit,
and to pay or to reimburse the Issuing Lender for its participating share of the
drafts drawn or amounts otherwise paid thereunder, is absolute, irrevocable and
unconditional and shall not be affected by any circumstances whatsoever
(including, without limitation, the occurrence or continuance of any Default or
Event of Default), and that each such payment shall be made without offset,
abatement, withholding or other reduction whatsoever.

                  (b) If any amount required to be paid by any US Revolving
Credit Lender to the Issuing Lender pursuant to subsection 2.7(a) in respect of
any unreimbursed portion of any draft paid by the Issuing Lender under any US
Letter of Credit is paid to the Issuing Lender after the date such payment is
due, such US Revolving Credit Lender shall pay to the Administrative Agent, for
the account of the Issuing Lender, on demand, an amount equal to the product of
such amount, times the daily average Base Rate during the period from and
including the date such payment is required to the date on which such payment is
immediately available to the Issuing Lender, times a fraction the numerator of
which is the number of days that elapse during such period and the denominator
of which is 365 or 366, as applicable. A certificate of the Issuing Lender
submitted to any Participating Lender with respect to any amounts owing under
this subsection shall be conclusive in the absence of manifest error.

                  (c) Whenever, at any time after the Issuing Lender has paid a
draft under any US Letter of Credit and has received from any US Revolving
Credit Lender its pro rata share of such payment in accordance with subsection
2.7(a), the Issuing Lender receives any reimbursement on account of such
unreimbursed portion, or any payment of interest on account thereof, the Issuing
Lender will pay to the Administrative Agent, for the account of such US
Revolving Credit Lender, its pro rata share thereof; provided, however, that in
the event that any such payment received by the Issuing Lender shall be required
to be returned by the Issuing Lender, such US Revolving Credit Lender shall
return to the Administrative Agent for the account of the Issuing Lender, the
portion thereof previously distributed to it.

                  2.8 Reimbursement Obligation of the US Borrower. The US
Borrower agrees to reimburse the Issuing Lender on each date on which the
Issuing Lender notifies the US Borrower of the date and amount of a draft
presented under any US Letter of Credit and paid by the Issuing Lender for the
amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs
or expenses incurred by the Issuing Lender in connection with such payment. Each
such payment shall be made to the Issuing Lender at its address for notices
specified herein in Dollars and in immediately available funds. Interest shall
be payable on any and all amounts remaining unpaid by the US Borrower under this
subsection from the date such amounts become payable until payment in full, at
the rate which would be payable on US Revolving Credit Loans which are Base Rate
Loans.

                  2.9 Swing Line Commitments. (a) Subject to the terms and
conditions hereof, the Swing Line Lender agrees to make swing line loans
(individually, a "Swing Line Loan"; collectively, the "Swing Line Loans") to the
US Borrower from time to time during the Revolving Credit Commitment Period in
an aggregate principal amount at any one time outstanding not to exceed
$10,000,000, provided that at no time may the sum of the Swing Line Loans, the
US Revolving Credit Loans and the US Letter of Credit Outstandings exceed the US


<PAGE>   46


                                                                              39


Revolving Credit Commitments. During the Revolving Credit Commitment Period, the
US Borrower may use the Swing Line Commitment by borrowing, prepaying the Swing
Line Loans in whole or in part, and reborrowing, all in accordance with the
terms and conditions hereof. All Swing Line Loans shall be Base Rate Loans. The
US Borrower shall give the Swing Line Lender irrevocable notice (which notice
must be received by the Swing Line Lender prior to 12:00 noon, New York City
time, on the requested Borrowing Date) specifying the amount of the requested
Swing Line Loan which shall be in a minimum amount of $100,000. The proceeds of
the Swing Line Loan will be made available by the Swing Line Lender to the US
Borrower at the office of the Swing Line Lender specified in subsection 17.2 by
2:00 p.m., New York City time, on the Borrowing Date by crediting the account of
the US Borrower at such office with such proceeds. The US Borrower may at any
time and from time to time, prepay the Swing Line Loans, in whole or in part,
without premium or penalty, by notifying the Swing Line Lender prior to 12:00
noon, New York City time, on any Business Day of the date and amount of
prepayment. If any such notice is given, the amount specified in such notice
shall be due and payable on the date specified therein. Partial prepayments
shall be in a principal amount of $100,000.

                  (b) The Swing Line Lender, at any time in its sole and
absolute discretion may, on behalf of the US Borrower (which hereby irrevocably
directs the Swing Line Lender to act on its behalf), and without regard to the
minimum amounts in subsection 2.3, request each US Revolving Credit Lender
including the Swing Line Lender to make a US Revolving Credit Loan in an amount
equal to its US Revolving Credit Commitment Percentage of the amount of the
Swing Line Loans outstanding on the date such notice is given (the "Refunded
Swing Line Loans"). Unless any of the events described in paragraph (f) of
Section 14 shall have occurred with respect to the US Borrower (in which event
the procedures of paragraph (d) of this subsection shall apply) each applicable
US Revolving Credit Lender shall make the proceeds of its US Revolving Credit
Loan available to the Administrative Agent for the account of the Swing Line
Lender at the office of the Administrative Agent specified in subsection 17.2
prior to 1:00 p.m., New York City time, in funds immediately available on the
Business Day next succeeding the date such notice is given. The proceeds of such
US Revolving Credit Loans shall be immediately applied to repay the Refunded
Swing Line Loans. Effective on the day such US Revolving Credit Loans are made,
the portion of the Swing Line Loans so paid shall no longer be outstanding as
Swing Line Loans, shall no longer be due under any Swing Line Note and shall be
US Revolving Credit Loans made by the US Revolving Credit Lenders in accordance
with their respective US Revolving Credit Commitment Percentages. The US
Borrower authorizes the Swing Line Lender to charge its accounts with the
Administrative Agent (up to the amount available in each such account) in order
to immediately pay the amount of such Refunded Swing Line Loans to the extent
amounts received from the US Revolving Credit Lenders are not sufficient to
repay in full such Refunded Swing Line Loans.

                  (c) Notwithstanding anything herein to the contrary, the Swing
Line Lender shall not be obligated to make any Swing Line Loans if the
conditions set forth in subsection 11.2 have not been satisfied.

                  (d) If prior to the making of US Revolving Credit Loans
pursuant to paragraph (b) of this subsection one of the events described in
paragraph (f) of Section 14 shall have occurred and be continuing with respect
to the US Borrower, each US Revolving Credit Lender


<PAGE>   47


                                                                              40


will, on the date such US Revolving Credit Loans were to have been made pursuant
to the notice in paragraph (b) of the subsection, purchase an undivided
participating interest in the Refunded Swing Line Loans in an amount equal to
(i) its US Revolving Credit Commitment Percentage times (ii) the Refunded Swing
Line Loans. Each US Revolving Credit Lender will immediately transfer to the
Swing Line Lender, in immediately available funds, the amount of its
participation.

                  (e) Whenever, at any time after any US Revolving Credit Lender
has purchased a participating interest in a Swing Line Loan, the Swing Line
Lender receives any payment on account thereof, the Swing Line Lender will
distribute to such US Revolving Credit Lender its participating interest in such
amount (appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such US Revolving Credit Lender's participating
interest was outstanding and funded); provided, however, that in the event that
such payment received by the Swing Line Lender is required to be returned, such
US Revolving Credit Lender will return to the Swing Line Lender any portion
thereof previously distributed by the Swing Line Lender to it.

                  (f) Each US Revolving Credit Lender's obligation to make the
US Revolving Credit Loans referred to in paragraph (b) of this subsection and to
purchase participating interests pursuant to paragraph (d) of this subsection
shall be absolute and unconditional and shall not be affected by any
circumstance, including, without limitation, (i) any set-off, counterclaim,
recoupment, defense or other right which such US Revolving Credit Lender or the
US Borrower may have against the Swing Line Lender, the US Borrower or any other
Person for any reason whatsoever; (ii) the occurrence or continuance of a
Default or an Event of Default; (iii) any adverse change in the condition
(financial or otherwise) of such Borrower; (iv) any breach of this Agreement or
any other Loan Document by the US Borrower, Holdings, any Subsidiary or any
other Lender; or (v) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing.


         SECTION 3. TERMS OF MULTICURRENCY REVOLVING CREDIT COMMITMENTS

                  3.1 Multicurrency Revolving Credit Commitments. (a) Subject to
the terms and conditions hereof, each Multicurrency Revolving Credit Lender
severally agrees to make Multicurrency Revolving Credit Loans to any Borrower in
any Multicurrency from time to time during the Revolving Credit Commitment
Period in an aggregate principal amount at any one time outstanding which, when
added to such Lender's Multicurrency Revolving Credit Commitment Percentage of
all Multicurrency Letter of Credit Outstandings, does not exceed the amount of
such Lender's Multicurrency Revolving Credit Commitment then in effect (it being
understood and agreed that the Multicurrency Administrative Agent shall
calculate the Equivalent Amount of the then outstanding Multicurrency Revolving
Credit Loans in any Multicurrency on the date on which any Borrower has given
the Multicurrency Administrative Agent a notice of borrowing with respect to any
Multicurrency Revolving Credit Loan for purposes of determining compliance with
this subsection). During the Revolving Credit Commitment Period, each of the
Borrowers may use the Multicurrency Revolving Credit Commitments by borrowing,
prepaying the Multicurrency Revolving Credit Loans in whole or in part, and
reborrowing, all in accordance with the terms and conditions hereof. The


<PAGE>   48


                                                                              41


Multicurrency Revolving Credit Loans may from time to time be of any available
Type, as determined by the applicable Borrower and notified to the Multicurrency
Administrative Agent in accordance herewith. In the event that the legal
currency of the United Kingdom becomes the euro prior to the termination of the
Revolving Credit Commitment Period, any references to Pounds Sterling shall be
deemed references to the euro converted at the appropriate exchange rate (as
reasonably determined by the Multicurrency Administrative Agent).

                  (b) The principal amount of each Multicurrency Revolving
Credit Loan shall be due and payable on the Scheduled Revolving Credit
Commitment Termination Date or on such earlier date as provided herein.

                  (c) Each Borrower acknowledges and confirms that the Issuing
Lender has issued, and that there are outstanding, certain letters of credit
under the Existing Credit Agreement as set forth on Schedule 3.1(c) (the
"Existing Multicurrency Letters of Credit"). Each Borrower hereby represents,
warrants, agrees, covenants and reaffirms that (i) it has no (and it permanently
and irrevocably waives, and releases the Issuing Lender and the Existing Lenders
from any, to the extent arising on or prior to the Closing Date) defense,
setoff, claim or counterclaim against the Issuing Lender or any Existing Lender
in regard to any obligation in respect of the Existing Multicurrency Letters of
Credit and (ii) reaffirms its obligations in respect of the Existing
Multicurrency Letters of Credit in accordance with the terms and provisions of
this Agreement and the other Loan Documents. Subject to the terms and conditions
hereof, the Issuing Lender, in reliance on the agreements of the other
Multicurrency Revolving Credit Lenders set forth in subsection 3.7(a), agrees to
issue other letters of credit (together with the Existing Multicurrency Letters
of Credit, "Multicurrency Letters of Credit") for the account of the relevant
Borrower on any Business Day during the Revolving Credit Commitment Period in
such form as may be approved from time to time by the Issuing Lender; provided,
that, the Issuing Lender shall not issue any Multicurrency Letter of Credit if,
after giving effect to such issuance, (i) the Multicurrency Letter of Credit
Outstandings and the US Letter of Credit Outstandings would exceed the Letter of
Credit Commitment or (ii) the sum of the Multicurrency Revolving Credit Loans
and Multicurrency Letter of Credit Outstandings of the Multicurrency Revolving
Credit Lenders would exceed the Multicurrency Revolving Credit Commitments. Each
Multicurrency Letter of Credit shall (i) be (x) a Standby L/C or (y) a Trade
L/C, and (ii) expire or mature no later than five (5) Business Days prior to the
Scheduled Revolving Credit Commitment Termination Date. No Multicurrency Letter
of Credit shall have an expiry or maturity date more than one year after its
date of issuance or creation; provided, that, any Multicurrency Letter of Credit
may provide for the renewal thereof for additional periods not to exceed one (1)
year (which shall in no event extend beyond the Scheduled Revolving Credit
Commitment Termination Date); provided, further, that in no case shall any
Multicurrency Letter of Credit have an expiry or maturity date later than five
(5) Business Days prior to the Scheduled Revolving Credit Commitment Termination
Date. Each Multicurrency Letter of Credit shall be denominated in a
Multicurrency. Each Multicurrency Letter of Credit shall be subject to such laws
and agreements as the Issuing Lender may agree. The Issuing Lender shall not at
any time be obligated to issue any Multicurrency Letter of Credit hereunder if
such issuance would conflict with, or cause the Issuing Lender or any
Multicurrency Revolving Credit Lender to exceed any limits imposed by, any
applicable Requirement of Law.



<PAGE>   49


                                                                              42


                  (d) The parties hereto agree that the provisions of Schedule
3.1(d) shall govern the borrowings under the Multicurrency Revolving Credit
Commitments by the Canadian Borrower. In the event of any conflict between the
provisions of Schedule 3.1(d) and the other provisions of this Agreement with
respect to any borrowings by the Canadian Borrower, the provisions of Schedule
3.1(d) shall control. No Multicurrency Letters of Credit shall be issued for the
account of the Canadian Borrower, unless the Administrative Agent shall
otherwise agree and any such issuance shall be on terms as the Administrative
Agent may determine in consultation with the Canadian Borrower, the Canadian
Administrative Agent and the Multicurrency Administrative Agent.

                  (e) Base Rate Loans under the Multicurrency Revolving Credit
Commitments shall only be available to the US Borrower for Multicurrency
Revolving Credit Loans in Dollars.

                  3.2 Termination or Reduction of Multicurrency Revolving Credit
Commitments. The US Borrower shall have the right, upon not less than five (5)
Business Days' notice to the Multicurrency Administrative Agent and the Canadian
Administrative Agent, to terminate the Multicurrency Revolving Credit
Commitments or, from time to time, reduce the unutilized portion of the amount
of the Multicurrency Revolving Credit Commitments, provided that any such
termination of the Multicurrency Revolving Credit Commitments shall be
accompanied by prepayment (or payment of cash collateral, as applicable in the
case of Multicurrency Letters of Credit or Canadian B/As) in full of the
Multicurrency Revolving Credit Loans and Multicurrency Letter of Credit
Obligations then outstanding, as applicable, together with accrued interest
thereon to the date of such prepayment, cancellation of all Multicurrency
Letters of Credit, as applicable, and the payment of any unpaid commitment fees
then accrued hereunder. Any such reduction shall be in a minimum Equivalent
Amount of $500,000, and shall reduce permanently the amount of the Multicurrency
Revolving Credit Commitments then in effect. Upon termination of the
Multicurrency Revolving Credit Commitments, any Multicurrency Letter of Credit
(or Canadian B/A, if applicable) then outstanding which has been fully cash
collateralized shall no longer be considered a "Multicurrency Letter of Credit"
(or "Canadian B/A") as defined in subsection 1.1, and any participating interest
theretofore granted by the Issuing Lender to the Multicurrency Revolving Credit
Lenders in such Multicurrency Letter of Credit shall be deemed terminated but
the letter of credit commission and fees payable pursuant hereto shall continue
to accrue to the Issuing Lender with respect to such Multicurrency Letter of
Credit until the expiry thereof.

                  (b) In the case of any reduction of the Multicurrency
Revolving Credit Commitments hereunder, to the extent, if any, that the sum of
the Multicurrency Revolving Credit Loans, and the Multicurrency Letter of Credit
Outstandings exceeds the applicable Multicurrency Revolving Credit Commitments
as so reduced, the Borrowers shall make a prepayment equal to such excess
amount, the proceeds of which shall be applied first, to payment of the
Multicurrency Revolving Credit Loans (except Canadian B/As, if applicable), then
outstanding, second, to payment of any applicable Multicurrency Letter of Credit
Obligations then outstanding and last, to cash collateralize any outstanding
Canadian B/As and Multicurrency Letter of Credit on terms reasonably
satisfactory to the Lenders holding a majority of the Multicurrency Revolving
Credit Commitments.



<PAGE>   50


                                                                              43


                  (c) Any Multicurrency Revolving Credit Commitments once
terminated or reduced may not be reinstated.

                  3.3 Procedure for Multicurrency Revolving Credit Borrowing.
Any Borrower may borrow under the Multicurrency Revolving Credit Commitments
during the Revolving Credit Commitment Period on any Business Day, provided that
such Borrower shall give the Multicurrency Administrative Agent irrevocable
notice by 12:00 Noon, London time, three Business Days (in the case of a
Eurocurrency Rate borrowing) or one Business Day (in the case of a Base Rate
borrowing) prior to such borrowing, specifying (i) the amount and currency to be
borrowed, (ii) the requested Borrowing Date, (iii) the Type or Types of Loan,
and (iv) if the borrowing is to be entirely or partly of Eurocurrency Loans, the
respective amounts of each such Type of Loan and the respective lengths of the
initial Interest Periods therefor. Each borrowing under the Multicurrency
Revolving Credit Commitments shall be in a minimum amount equal to (A) in the
case of Base Rate Loans, $500,000 (or, if the then Available Multicurrency
Revolving Credit Commitments are less than $500,000, such lesser amount) and (B)
in the case of Eurocurrency Loans, the Equivalent Amount of $1,000,000. Upon
receipt of any such notice from the relevant Borrower, the Multicurrency
Administrative Agent shall promptly notify each Multicurrency Revolving Credit
Lender thereof. Each Multicurrency Revolving Credit Lender will make the amount
of its pro rata share of each borrowing available to the Multicurrency
Administrative Agent for the account of the relevant Borrower at the office of
the Multicurrency Administrative Agent specified in subsection 17.2 prior to
11:00 a.m., London time, on the Borrowing Date requested by such Borrower in
funds immediately available to the Multicurrency Administrative Agent. Such
borrowing will then be made available to the relevant Borrower by the
Multicurrency Administrative Agent crediting the account of such Borrower on the
books of such office with the aggregate of the amounts made available to the
Multicurrency Administrative Agent by the Multicurrency Revolving Credit Lenders
and in like funds as received by the Multicurrency Administrative Agent.

                  3.4 Commitment Fee; Administrative Agent Fees. The US Borrower
agrees to pay to the Multicurrency Administrative Agent for the account of each
Multicurrency Revolving Credit Lender a commitment fee for the period from and
including the first day of the Revolving Credit Commitment Period to the
Scheduled Revolving Credit Commitment Termination Date, computed at a rate per
annum equal to the Applicable Margin for Commitment Fees on the average daily
Available Multicurrency Revolving Credit Commitment of such Multicurrency
Revolving Credit Lender during the period for which payment is made, payable
quarterly in arrears on the last day of each of March, June, September, and
December and on the Scheduled Revolving Credit Commitment Termination Date. A
commitment fee shall be payable under this subsection 3.4 only to the extent
that a commitment fee is not payable under Schedule 3.1(d).

                  3.5 Procedure for Issuance of Multicurrency Letters of Credit.
Each Borrower may from time to time request that the Issuing Lender issue a
Multicurrency Letter of Credit by delivering to the Issuing Lender and the
Multicurrency Administrative Agent at their respective address for notices
specified herein, a Trade L/C Application or a Standby L/C Application,
completed to the satisfaction of the Issuing Lender, and such other
certificates, documents and other papers and information as may be customary for
letters of credit of the kind being requested and as the Issuing Lender may
reasonably request. Upon receipt of any Letter of Credit


<PAGE>   51


                                                                              44


Application and other appropriate documentation, the Issuing Lender will process
such documents, certificates and other papers and information delivered to it in
connection therewith in accordance with its customary procedures and, upon
receipt by the Issuing Lender of confirmation from the Multicurrency
Administrative Agent that issuance of such Multicurrency Letter of Credit will
not contravene this Agreement, the Issuing Lender shall promptly issue the
Multicurrency Letter of Credit requested thereby (but in no event shall the
Issuing Lender be required to issue any Letter of Credit earlier than three (3)
Business Days after its receipt of the appropriate documentation therefor and
all such other certificates, documents and other papers and information relating
thereto) by issuing the original of such Multicurrency Letter of Credit to the
beneficiary thereof or as otherwise may be agreed by the Issuing Lender and the
relevant Borrower. The Issuing Lender shall furnish a copy of such Multicurrency
Letter of Credit to the relevant Borrower and the Multicurrency Administrative
Agent promptly following the issuance thereof.

                  3.6 Fees, Commissions and Other Charges. (a) The relevant
Borrower shall pay to the Multicurrency Administrative Agent, for the account of
the Issuing Lender and the Multicurrency Revolving Credit Lenders, a letter of
credit commission with respect to each Multicurrency Letter of Credit, in an
amount equal to 1/8 of 1% plus the Applicable Margin applicable to Multicurrency
Revolving Credit Loans bearing interest at the Eurocurrency Rate of the average
daily face amount of such Multicurrency Letter of Credit, payable quarterly in
arrears on the last day of each of March, June, September and December and on
the Scheduled Revolving Credit Commitment Termination Date. A portion of such
commission equal to 1/8 of 1% of the average daily face amount of such
Multicurrency Letter of Credit shall be payable to the Issuing Lender for its
own account, and the remaining portion of such commission shall be payable to
the Issuing Lender and the Multicurrency Revolving Credit Lenders to be shared
ratably among them in accordance with their respective Multicurrency Revolving
Credit Commitment Percentages. Such commission shall be nonrefundable.

                  (b) In addition to the foregoing commissions, the relevant
Borrower shall pay or reimburse the Issuing Lender for such normal and customary
costs and expenses as are incurred or charged by the Issuing Lender in issuing,
effecting payment under, amending or otherwise administering any Multicurrency
Letter of Credit.

                  (c) The Multicurrency Administrative Agent shall, promptly
following its receipt thereof, distribute to the Issuing Lender and the
Multicurrency Revolving Credit Lenders all fees and commissions received by the
Multicurrency Administrative Agent for their respective accounts pursuant to
this subsection.

                  3.7 Multicurrency Letter of Credit Participations. (a)
Effective on the Closing Date (in the case of the Existing Multicurrency Letters
of Credit) or the date of issuance (in the case of any other Multicurrency
Letter of Credit), the Issuing Lender irrevocably agrees to grant and hereby
grants to each Multicurrency Revolving Credit Lender, and each Multicurrency
Revolving Credit Lender irrevocably agrees to accept and purchase and hereby
accepts and purchases from the Issuing Lender, on the terms and conditions
hereinafter stated, for such Multicurrency Revolving Credit Lender's own account
and risk an undivided interest equal to its Multicurrency Revolving Credit
Commitment Percentage in the Issuing Lender's obligations and


<PAGE>   52


                                                                              45


rights under each Multicurrency Letter of Credit issued by such Issuing Lender
and the amount of each draft paid by the Issuing Lender thereunder. Each
Multicurrency Revolving Credit Lender unconditionally and irrevocably agrees
with the Issuing Lender that, if a draft is paid under any Multicurrency Letter
of Credit for which such Issuing Lender is not reimbursed in full by the
relevant Borrower in accordance with the terms of this Agreement, such
Multicurrency Revolving Credit Lender shall pay to the Multicurrency
Administrative Agent, for the account of the Issuing Lender, upon demand at the
Multicurrency Administrative Agent's address specified in subsection 17.2, an
amount equal to its Multicurrency Revolving Credit Commitment Percentage, of the
amount of such draft, or any part thereof, which is not so reimbursed. On the
date that any Assignee becomes a Multicurrency Revolving Credit Lender party to
this Agreement in accordance with subsection 17.6, participating interests in
any outstanding Multicurrency Letters of Credit held by the transferor
Multicurrency Revolving Credit Lender from which such Assignee acquired its
interest hereunder shall be proportionately reallotted between such Assignee and
such transferor Multicurrency Revolving Credit Lender. Each Multicurrency
Revolving Credit Lender hereby agrees that its obligation to participate in each
Multicurrency Letter of Credit, and to pay or to reimburse the Issuing Lender
for its participating share of the drafts drawn or amounts otherwise paid
thereunder, is absolute, irrevocable and unconditional and shall not be affected
by any circumstances whatsoever (including, without limitation, the occurrence
or continuance of any Default or Event of Default), and that each such payment
shall be made without offset, abatement, withholding or other reduction
whatsoever.

                  (b) If any amount required to be paid by any Multicurrency
Revolving Credit Lender to the Issuing Lender pursuant to subsection 3.7(a) in
respect of any unreimbursed portion of any draft paid by the Issuing Lender
under any Multicurrency Letter of Credit is paid to the Issuing Lender after the
date such payment is due, such Multicurrency Revolving Credit Lender shall pay
to the Multicurrency Administrative Agent, for the account of the Issuing
Lender, on demand, an amount equal to the product of such amount, times the
daily average Base Rate (or if there is no Base Rate available, daily
Eurocurrency Rate) during the period from and including the date such payment is
required to the date on which such payment is immediately available to the
Issuing Lender, times a fraction the numerator of which is the number of days
that elapse during such period and the denominator of which is 360 for
Eurocurrency Rate, or 365 or 366 for Base Rate, as applicable. A certificate of
the Issuing Lender submitted to any Participating Lender with respect to any
amounts owing under this subsection shall be conclusive in the absence of
manifest error.

                  (c) Whenever, at any time after the Issuing Lender has paid a
draft under any Multicurrency Letter of Credit and has received from any
Multicurrency Revolving Credit Lender its pro rata share of such payment in
accordance with subsection 3.7(a), the Issuing Lender receives any reimbursement
on account of such unreimbursed portion, or any payment of interest on account
thereof, the Issuing Lender will pay to the Multicurrency Administrative Agent,
for the account of such Multicurrency Revolving Credit Lender, its pro rata
share thereof; provided, however, that in the event that any such payment
received by the Issuing Lender shall be required to be returned by the Issuing
Lender, such Multicurrency Revolving Credit Lender shall return to the
Multicurrency Administrative Agent for the account of the Issuing Lender, the
portion thereof previously distributed to it.



<PAGE>   53


                                                                              46


                  3.8 Reimbursement Obligation of the Borrowers. The applicable
Borrower agrees to reimburse the Issuing Lender on each date on which the
Issuing Lender notifies such Borrower of the date and amount of a draft
presented under any Multicurrency Letter of Credit and paid by the Issuing
Lender for the amount of (a) such draft so paid and (b) any taxes, fees, charges
or other costs or expenses incurred by the Issuing Lender in connection with
such payment. Each such payment shall be made to the Issuing Lender at its
address for notices specified herein in the relevant Multicurrency and in
immediately available funds. Interest shall be payable on any and all amounts
remaining unpaid by such Borrower under this subsection from the date such
amounts become payable until payment in full, at the rate which would be payable
on Multicurrency Revolving Credit Loans which are Base Rate Loans (or in the
case of amounts not in Dollars, the daily Eurocurrency Rate).

                  3.9 Currency Fluctuations, etc. (a) On each Calculation Date,
the Multicurrency Administrative Agent shall determine the Exchange Rate as of
such Calculation Date with respect to each Multicurrency for which there are at
such time outstanding Multicurrency Revolving Credit Loans or Multicurrency
Letters of Credit. The Exchange Rates so determined shall become effective on
the first Business Day immediately following the relevant Calculation Date (a
"Reset Date") and shall remain effective until the next succeeding Reset Date.

                  (b) If on any Reset Date, the Equivalent Amount of the
aggregate principal amount of Multicurrency Revolving Credit Loans and
Multicurrency Letter of Credit Outstandings exceeds 105% of the aggregate amount
of the Multicurrency Revolving Credit Commitments, then the Borrowers shall,
within three Business Days after notice thereof from the Multicurrency
Administrative Agent, prepay Multicurrency Revolving Credit Loans in an
aggregate amount such that, after giving effect thereto, the Equivalent Amount
of all Multicurrency Revolving Credit Loans, together with the Multicurrency
Letter of Credit Outstandings, shall be equal to or less than such aggregate
amount of Multicurrency Revolving Credit Commitments (and in the event that
after such prepayment, the Equivalent Amount of the outstanding stated amount of
the Multicurrency Letters of Credit is more than such aggregate amount of the
Multicurrency Revolving Credit Commitments, the Borrowers shall provide cash
collateral for the difference by paying to the Multicurrency Administrative
Agent immediately available funds in an amount equal to such difference, which
funds shall be retained by the Multicurrency Administrative Agent in a
collateral account as collateral security for the Multicurrency Letter of Credit
Outstandings). If any such prepayment occurs on a day which is not the last day
of the then current Interest Period with respect thereto, the relevant Borrower
shall pay to the Multicurrency Revolving Credit Lenders such amounts, if any, as
may be required pursuant to subsection 9.8; provided that such Borrower may, in
its sole discretion, initially deposit a portion (up to 100%) of the amounts
that otherwise would have been prepaid pursuant to the foregoing in respect of
Multicurrency Revolving Credit Loans that are Eurocurrency Loans with the
Multicurrency Administrative Agent (which deposit must be equal in amount to the
amount of the Eurocurrency Loans not immediately prepaid) to be held as security
for the obligations of such Borrower to make such prepayment pursuant to a cash
collateral agreement to be entered into in form and substance reasonably
satisfactory to the Multicurrency Administrative Agent, with such cash
collateral to be directly applied upon the first occurrence (or occurrences)
thereafter of the last day of an Interest Period applicable to the relevant
Multicurrency Revolving Credit Loan that is a Eurocurrency Loan (or such earlier
date


<PAGE>   54


                                                                              47


or dates as shall be requested by the relevant Borrower), to repay an aggregate
principal amount of such Multicurrency Revolving Credit Loan equal to the
Eurocurrency Loans not initially repaid pursuant to this sentence. In addition,
if on any Reset Date, the Equivalent Amount of the aggregate US Letter of Credit
Outstandings and Multicurrency Letter of Credit Outstandings exceeds 105% of the
Letter of Credit Commitment, then the Borrowers shall provide cash collateral
for the difference by paying to the relevant Agent immediately available funds
in an amount equal to such difference, which funds shall be retained by such
Agent in a collateral account as collateral security for the relevant Letter of
Credit Outstandings).


                 SECTION 4. TERMS OF TRANCHE A CHIPS COMMITMENT

                  4.1 Tranche A Chips Commitment. (a) The US Borrower
acknowledges and confirms that the Issuing Lender has issued, and that there is
outstanding, the Chips Letter of Credit. The US Borrower hereby represents,
warrants, agrees, covenants and reaffirms that (i) it has no (and it permanently
and irrevocably waives, and releases the Issuing Lender and the Existing Lenders
from any, to the extent arising on or prior to the Closing Date) defense,
setoff, claim or counterclaim against the Issuing Lender or any Existing Lender
in regard to its obligation in respect of the Chips Letter of Credit and (ii)
reaffirms its obligations with respect thereto in accordance with the terms and
provisions of this Agreement and the other Loan Documents. In reliance upon the
foregoing and the agreements and obligations of the Tranche A Chips Lenders
herein, the Issuing Lender releases the Existing Lenders from any obligations
with respect to the Chips Letter of Credit and agrees to maintain the Chips
Letter of Credit outstanding pursuant hereto.

                  (b) Subject to the terms and conditions hereof, each Tranche A
Chips Lender severally agrees to make term loans ("Tranche A Chips Term Loans")
to the US Borrower on the dates of any principal drawings under the Chips Letter
of Credit after the Closing Date in an aggregate principal amount at any one
time outstanding which does not exceed the amount of the Tranche A Chips
Commitment of such Tranche A Chips Lender then in effect, provided that no
Tranche A Chips Term Loans shall be made unless and until the aggregate
principal amount of the Tranche B Chips Term Loans that have been made is equal
to the aggregate amount of the Tranche B Chips Commitments of the Tranche B
Chips Lenders.

                  4.2 Procedure for Tranche A Chips Term Loan Borrowings.
Subject to the limitations hereof, the US Borrower shall give the Administrative
Agent irrevocable notice by 12:00 noon, New York City time, three Business Days
prior to the requested Borrowing Date (in the case of a Eurocurrency Rate
borrowing) or one Business Day prior to the requested Borrowing Date (in the
case of a Base Rate borrowing) requesting that the Tranche A Chips Lenders make
Tranche A Chips Term Loans on or promptly following the Business Day of any
principal drawing on the Chips Letter of Credit. Each borrowing shall be in an
amount equal to the applicable principal reimbursement obligation, less any
portion to be funded by Tranche B Chips Term Loans. Upon receipt of any such
notice from the US Borrower, the Administrative Agent shall promptly notify each
Tranche A Chips Lender thereof. Each Tranche A Chips Lender will make the amount
of its pro rata share of each borrowing available to the Administrative Agent
for the account of the US Borrower at the office of the Administrative


<PAGE>   55


                                                                              48


Agent specified in subsection 17.2 for same day value, on the Borrowing Date
requested by the US Borrower in funds immediately available to the
Administrative Agent. Such borrowing will then be made available to the US
Borrower by applying (and the US Borrower hereby irrevocably requests and
instructs that the Administrative Agent apply) such amounts to directly
reimburse the Issuing Lender for the applicable reimbursement obligations.

                  4.3 Amortization of Tranche A Chips Term Loans. The Tranche A
Chips Term Loans shall be payable in five (5) consecutive semi-annual
installments on the dates and in a principal amount equal to the amount set
forth below (together with all accrued interest thereon) opposite the applicable
installment date (or, if less, the aggregate amount of the Tranche A Chips Term
Loans then outstanding):

<TABLE>
<CAPTION>
                  Installment                                        Amount
                  -----------                                        ------

<S>                                                              <C>
                  September 30, 2003                              $27,000,000.00
                  March 31, 2004                                  $27,000,000.00
                  September 30, 2004                              $27,000,000.00
                  March 31, 2005                                  $27,000,000.00
                  September 30, 2005                              $45,100,000.00
</TABLE>

In the event that the full amount of the Tranche A Chips Commitments is not
utilized, the amounts set forth above shall be reduced pro rata.

                  4.4 Fees, Commissions and Other Charges. (a) The US Borrower
shall pay to the Administrative Agent, for the account of the Issuing Lender and
the Tranche A Chips Lenders, a letter of credit commission with respect to the
portion of the Chips Letter of Credit in which the Tranche A Chips Lenders
participate in an amount equal to 1/8 of 1% plus the Applicable Margin
applicable to Tranche A Chips Term Loans bearing interest at the Eurocurrency
Rate of the average daily face amount of such portion, payable quarterly in
arrears on the last day of each of March, June, September and December and on
the date of each drawing under the Chips Letter of Credit and upon the expiry
thereof. A portion of such commission equal to 1/8 of 1% of the average daily
face amount of such portion shall be payable to the Issuing Lender for its own
account, and the remaining portion of such commission shall be payable to the
Issuing Lender and the Tranche A Chips Lenders to be shared ratably among them
in accordance with their respective Tranche A Chips Commitment Percentages. Once
paid, such commission shall be nonrefundable. In the event that the principal
portion of the Chips Letter of Credit referred to in subsection 4.5 has been
cash collateralized on terms satisfactory to the Administrative Agent, each
reference in this paragraph to "1/8" shall automatically be changed to "1/16".

                  (b) In addition to the foregoing commissions, the US Borrower
shall pay or reimburse the Issuing Lender for such normal and customary costs
and expenses as are incurred or charged by the Issuing Lender in issuing,
effecting payment under, amending or otherwise administering the Chips Letter of
Credit.



<PAGE>   56


                                                                              49


                  (c) The Administrative Agent shall, promptly following its
receipt thereof, distribute to the Issuing Lender and the Tranche A Chips
Lenders all fees and commissions received by the Administrative Agent for their
respective accounts pursuant to this subsection 4.4.

                  4.5 Tranche A Chips Letter of Credit Participations. (a)
Effective on the Closing Date, the Issuing Lender irrevocably agrees to grant
and hereby grants to each Tranche A Chips Lender, and each Tranche A Chips
Lender irrevocably agrees to accept and purchase and hereby accepts and
purchases from the Issuing Lender, on the terms and conditions hereinafter
stated, for such Tranche A Chips Lender's own account and risk an undivided
interest equal to its Tranche A Chips Commitment Percentage in the Issuing
Lender's obligations and rights with respect to the entire interest portion of
the Chips Letter of Credit and the principal portion of the Chips Letter of
Credit less $150,000,000. Each Tranche A Chips Lender unconditionally and
irrevocably agrees with the Issuing Lender that, if a draft is paid under any
such portion or part of Chips Letter of Credit for which such Issuing Lender is
not reimbursed in full by the US Borrower in accordance with the terms of this
Agreement, such Tranche A Chips Lender shall pay to the Administrative Agent,
for the account of the Issuing Lender, upon demand at the Administrative Agent's
address specified in subsection 17.2, an amount equal to its Tranche A Chips
Commitment Percentage, of the amount of such draft, or any part thereof, which
is not so reimbursed. On the date that any Assignee becomes a Tranche A Chips
Lender party to this Agreement in accordance with subsection 17.6, participating
interests in Chips Letter of Credit held by the transferor Tranche A Chips
Lender from which such Assignee acquired its interest hereunder shall be
proportionately reallotted between such Assignee and such transferor Tranche A
Chips Lender. Each Tranche A Chips Lender hereby agrees that its obligation to
participate in the Chips Letter of Credit, and to pay or to reimburse the
Issuing Lender for its participating share of the drafts drawn or amounts
otherwise paid thereunder, is absolute, irrevocable and unconditional and shall
not be affected by any circumstances whatsoever (including, without limitation,
the occurrence or continuance of any Default or Event of Default), and that each
such payment shall be made without offset, abatement, withholding or other
reduction whatsoever.

                  (b) If any amount required to be paid by any Tranche A Chips
Lender to the Issuing Lender pursuant to subsection 4.5(a) in respect of any
unreimbursed portion of any draft paid by the Issuing Lender under the Chips
Letter of Credit is paid to the Issuing Lender after the date such payment is
due, such Tranche A Chips Lender shall pay to the Administrative Agent, for the
account of the Issuing Lender, on demand, an amount equal to the product of such
amount, times the daily average Base Rate during the period from and including
the date such payment is required to the date on which such payment is
immediately available to the Issuing Lender, times a fraction the numerator of
which is the number of days that elapse during such period and the denominator
of which is 365 or 366, as applicable. A certificate of the Issuing Lender
submitted to any Participating Lender with respect to any amounts owing under
this subsection shall be conclusive in the absence of manifest error.

                  (c) Whenever, at any time after the Issuing Lender has paid a
draft under the Chips Letter of Credit and has received from any Tranche A Chips
Lender its share of such payment in accordance with subsection 4.5(a), the
Issuing Lender receives any reimbursement on account of such unreimbursed
portion, or any payment of interest on account thereof, the Issuing


<PAGE>   57


                                                                              50


Lender will pay to the Administrative Agent, for the account of such Tranche A
Chips Lender, its pro rata share thereof; provided, however, that in the event
that any such payment received by the Issuing Lender shall be required to be
returned by the Issuing Lender, such Tranche A Chips Lender shall return to the
Administrative Agent for the account of the Issuing Lender, the portion thereof
previously distributed to it.

                  4.6 Reimbursement Obligation of the US Borrower. The US
Borrower agrees to reimburse the Issuing Lender on each date on which the
Issuing Lender notifies the US Borrower of the date and amount of a draft
presented under the Chips Letter of Credit and paid by the Issuing Lender for
the amount of (a) such draft so paid and (b) any taxes, fees, charges or other
costs or expenses incurred by the Issuing Lender in connection with such
payment. Each such payment shall be made to the Issuing Lender at its address
for notices specified herein in Dollars and in immediately available funds.
Interest shall be payable on any and all amounts remaining unpaid by the US
Borrower under this subsection from the date such amounts become payable until
payment in full, at the rate which would be payable on US Revolving Credit Loans
which are Base Rate Loans. The US Borrower shall be deemed not to be in default
of its reimbursement obligations under this subsection 4.6 if the US Borrower
has given notice to the Administrative Agent pursuant to subsection 4.2 or 5.2
requesting Tranche A Chips Term Loans or Tranche B Chips Term Loans to finance
such reimbursement obligation unless and until such Loans are not made as
contemplated by subsection 4.2 or 5.2, as the case may be.


                 SECTION 5. TERMS OF TRANCHE B CHIPS COMMITMENT

                  5.1 Tranche B Chips Commitment. (a) The US Borrower
acknowledges and confirms that the Issuing Lender has issued, and that there is
outstanding, the Chips Letter of Credit. The US Borrower hereby represents,
warrants, agrees, covenants and reaffirms that (i) it has no (and it permanently
and irrevocably waives, and releases the Issuing Lender and the Existing Lenders
from any, to the extent arising on or prior to the Closing Date) defense,
setoff, claim or counterclaim against the Issuing Lender or any Existing Lender
in regard to any obligation in respect of the Chips Letter of Credit and (ii)
reaffirms its obligations with respect thereto in accordance with the terms and
provisions of this Agreement and the other Loan Documents. In reliance upon the
foregoing and the agreements and obligations of the Tranche B Chips Lenders
herein, the Issuing Lender releases the Existing Lenders from any obligations
with respect to the Chips Letter of Credit and agrees to maintain the Chips
Letter of Credit outstanding pursuant hereto.

                  (b) Subject to the terms and conditions hereof, each Tranche B
Chips Lender severally agrees to make term loans ("Tranche B Chips Term Loans")
to the US Borrower on the dates of any principal drawings under the Chips Letter
of Credit after the Closing Date in an aggregate principal amount at any one
time outstanding which does not exceed the amount of the Tranche B Chips
Commitment of such Tranche B Chips Lender then in effect, with such Tranche B
Chips Term Loans to be made by the application of the Tranche B Chips Funded
Amount funded by such Tranche B Chips Lender. It is agreed that the Tranche B
Chips Term Loans shall be fully borrowed and made prior to the making of any
Tranche A Chips Term Loans.



<PAGE>   58


                                                                              51


                  5.2 Procedure for Tranche B Chips Term Loan Borrowings.
Subject to the limitations hereof, the US Borrower shall give the Administrative
Agent irrevocable notice by 12:00 noon, New York City time, three Business Days
prior to the requested Borrowing Date (in the case of a Eurocurrency Rate
borrowing) or one Business Day prior to the requested Borrowing Date (in the
case of a Base Rate borrowing) requesting that the Tranche B Chips Lenders make
Tranche B Chips Term Loans on or promptly following the Business Day of any
principal drawing on the Chips Letter of Credit. Each borrowing shall be in an
amount equal to the applicable principal reimbursement obligation, less any
portion to be funded by Tranche A Chips Term Loans. Upon receipt of any such
notice from the US Borrower, the Administrative Agent shall promptly notify each
Tranche B Chips Lender thereof. Each Tranche B Chips Lender will make the amount
of its pro rata share of each borrowing available to the Administrative Agent
for the account of the US Borrower at the office of the Administrative Agent
specified in subsection 17.2 for same day value, on the Borrowing Date requested
by the US Borrower in funds immediately available to the Administrative Agent
(it being understood that the relevant portion of the Tranche B Chips Funded
Amounts shall be automatically applied in satisfaction of such obligation). Such
borrowing will then be made available to the US Borrower by applying (and the US
Borrower hereby irrevocably requests and instructs that the Administrative Agent
apply) such amounts to directly reimburse the Issuing Lender for the applicable
reimbursement obligations.

                  5.3 Amortization of Tranche B Chips Term Loans. The Tranche B
Chips Term Loans shall be payable in eight (8) consecutive semi-annual
installments on the dates and in a principal amount equal to the amount set
forth below (together with all accrued interest thereon) opposite the applicable
installment date (or, if less, the aggregate amount of the Tranche B Chips Term
Loans then outstanding).

<TABLE>
<CAPTION>
                  Installment                                        Amount
                  -----------                                        ------

<S>                                                          <C>
                  September 30, 2003                          $       500,000.00
                  March 31, 2004                              $       500,000.00
                  September 30, 2004                          $       500,000.00
                  March 31, 2005                              $       500,000.00
                  September 30, 2005                          $       500,000.00
                  March 31, 2006                              $       500,000.00
                  September 30, 2006                          $       500,000.00
                  March 31, 2007                              $   146,500,000.00
</TABLE>

                  5.4 Fees, Commissions and Other Charges. (a) The US Borrower
shall pay to the Administrative Agent, for the account of the Issuing Lender and
the Tranche B Chips Lenders, a letter of credit commission with respect to the
portion of the Chips Letter of Credit in which the Tranche B Chips Lenders
participate in an amount equal to 1/16 of 1% plus the Applicable Margin
applicable to Tranche B Chips Term Loans bearing interest at the Eurocurrency
Rate of the average daily face amount of such portion, payable quarterly in
arrears on the last day of each of March, June, September and December and on
the date of each drawing under the Chips Letter of Credit and upon the expiry
thereof. A portion of such commission equal to 1/16 of 1% of the average daily
face amount of such portion shall be payable to the


<PAGE>   59


                                                                              52


Issuing Lender for its own account, and the remaining portion of such commission
shall be payable to the Issuing Lender and the Tranche B Chips Lenders to be
shared ratably among them in accordance with their respective Tranche B Chips
Commitment Percentages. Once paid, such commission shall be nonrefundable.

                  (b) In addition to the foregoing commissions, the US Borrower
shall pay or reimburse the Issuing Lender for such normal and customary costs
and expenses as are incurred or charged by the Issuing Lender in issuing,
effecting payment under, amending or otherwise administering the Chips Letter of
Credit.

                  (c) The Administrative Agent shall, promptly following its
receipt thereof, distribute to the Issuing Lender and the Tranche B Chips
Lenders all fees and commissions received by the Administrative Agent for their
respective accounts pursuant to this subsection 5.4.

                  5.5 Tranche B Chips Letter of Credit Participations. (a)
Effective on the Closing Date, the Issuing Lender irrevocably agrees to grant
and hereby grants to each Tranche B Chips Lender, and each Tranche B Chips
Lender irrevocably agrees to accept and purchase and hereby accepts and
purchases from the Issuing Lender, on the terms and conditions hereinafter
stated, for such Tranche B Chips Lender's own account and risk an undivided
interest equal to its Tranche B Chips Commitment Percentage in the Issuing
Lender's obligations and rights with respect to the part of the principal
portion of the Chips Letter of Credit which is equal to $150,000,000 of the
principal portion of the Chips Letter of Credit (as to each Tranche B Chips
Lender, its "Tranche B Chips Participation"). The purchase price for the Tranche
B Chips Participation of each Tranche B Chips Lender shall equal the amount of
such Tranche B Chips Lender's Tranche B Chips Commitment and shall be paid to
the Issuing Lender in full on the Closing Date (as to each Tranche B Chips
Lender, its "Tranche B Chips Funded Amount"). Each Tranche B Chips Lender
unconditionally and irrevocably agrees with the Issuing Lender that, if a draft
is paid under such part of Chips Letter of Credit for which such Issuing Lender
is not reimbursed in full by the US Borrower in accordance with the terms of
this Agreement, such Tranche B Chips Lender shall pay to the Administrative
Agent, for the account of the Issuing Lender, upon demand at the Administrative
Agent's address specified in subsection 17.2, an amount equal to its Tranche B
Chips Commitment Percentage, of the amount of such draft, or any part thereof,
which is not so reimbursed (it being understood that the relevant portion of the
Tranche B Chips Funded Amounts shall be automatically applied in satisfaction of
such obligation). On the date that any Assignee becomes a Tranche B Chips Lender
party to this Agreement in accordance with subsection 17.6, the Tranche B Chips
Participation held by the transferor Tranche B Chips Lender from which such
Assignee acquired its interest hereunder shall be proportionately reallotted
between such Assignee and such transferor Tranche B Chips Lender. Each Tranche B
Chips Lender hereby agrees that its obligation to participate in the Chips
Letter of Credit, and to pay or to reimburse the Issuing Lender for its
participating share of the drafts drawn or amounts otherwise paid thereunder, is
absolute, irrevocable and unconditional and shall not be affected by any
circumstances whatsoever (including, without limitation, the occurrence or
continuance of any Default or Event of Default), and that each such payment
shall be made without offset, abatement, withholding or other reduction
whatsoever.



<PAGE>   60


                                                                              53


                  (b) If any amount required to be paid by any Tranche B Chips
Lender to the Issuing Lender pursuant to subsection 5.5(a) in respect of any
unreimbursed portion of any draft paid by the Issuing Lender under the Chips
Letter of Credit is paid to the Issuing Lender after the date such payment is
due, such Tranche B Chips Lender shall pay to the Administrative Agent, for the
account of the Issuing Lender, on demand, an amount equal to the product of such
amount, times the daily average Base Rate during the period from and including
the date such payment is required to the date on which such payment is
immediately available to the Issuing Lender, times a fraction the numerator of
which is the number of days that elapse during such period and the denominator
of which is 365 or 366, as applicable. A certificate of the Issuing Lender
submitted to any Tranche B Chips Lender with respect to any amounts owing under
this subsection shall be conclusive in the absence of manifest error.

                  (c) Whenever, at any time after the Issuing Lender has paid a
draft under the Chips Letter of Credit and has received from any Tranche B Chips
Lender its share of such payment in accordance with subsection 5.5(a), the
Issuing Lender receives any reimbursement on account of such unreimbursed
portion, or any payment of interest on account thereof, the Issuing Lender will
hold such amount in the Tranche B Chips Funding Account, for treatment as part
of such Tranche B Chips Lender's Tranche B Chips Funded Amount; provided,
however, that in the event that any such payment received by the Issuing Lender
shall be required to be returned by the Issuing Lender, such Tranche B Chips
Lender shall return to the Administrative Agent for the account of the Issuing
Lender (by means of application of the Tranche B Chips Funded Amounts), the
portion thereof previously distributed to it.

                  5.6 Tranche B Chips Funded Amounts. On the Closing Date, each
Tranche B Chips Lender shall fund to the Issuing Lender an amount equal to the
amount set forth opposite such Tranche B Chips Lender's name in Schedule 1.1
under the heading "Tranche B Chips Commitment", which amount shall be such
Tranche B Chips Lender's "Tranche B Chips Funded Amount" for the purposes of
this Agreement. The Tranche B Chips Funded Amounts shall be held by the Issuing
Lender in the Tranche B Chips Funding Account and the Tranche B Chips Lenders
shall have no right of withdrawal from the Tranche B Funding Account nor any
other right or power with respect to the Tranche B Chips Funded Amounts, except
as expressly provided in this Section 5. Notwithstanding anything to the
contrary in this Agreement, the sole funding obligation of each Tranche B Chips
Lender in respect of its Tranche B Chips Commitment shall be satisfied upon
funding of its Tranche B Chips Funded Amount.

                  5.7 Indemnity for Tranche B Chips Funded Amount Earnings. The
US Borrower hereby acknowledges and agrees that each Tranche B Chips Lender is
funding its Tranche B Chips Funded Amount to the Issuing Lender for application
in the manner contemplated by this Section 5 and that the Issuing Lender has
agreed to invest the Tranche B Chips Funded Amounts in eurodollar time deposits
of the Issuing Lender with consecutive interest periods of three months each.
The US Borrower agrees to pay to the Administrative Agent for distribution to
each Tranche B Chips Lender (a) the amount by which the earnings on the Tranche
B Chips Funded Amount of such Tranche B Chips Lender are less than the earnings
would have been thereon had such Tranche B Chips Funded Amount earned the
Eurocurrency Rate for each such interest period and (b) an amount equal to any
loss or expense resulting from any such investment having to be sold or
liquidated on other than the last day of an interest period


<PAGE>   61


                                                                              54


applicable to it in order for such Tranche B Chips Funded Amount to be used to
make a Tranche B Chips Term Loan or to satisfy any obligation pursuant to
subsection 5.5, or otherwise to be released to such Tranche B Chips Lender, on
other than the last day of an interest period applicable thereto or upon less
than three Business Days' notice. The Administrative Agent, in consultation with
each Tranche B Chips Lender and the US Borrower, shall compute all amounts due
under this subsection and shall notify the US Borrower and such Tranche B Chips
Lender of each such amount due, with the due dates corresponding to the last day
of each such interest period and the application of any such Tranche B Chips
Funded Amount. In addition to the foregoing, any differential between the sum of
the amounts described in this subsection 5.7 and the amount payable to the
Tranche B Chips Lenders pursuant to subsection 5.4(a) reflecting the initial
funding of the Tranche B Chips Commitments at an "all-in" rate of the Base Rate
plus 2.0% (for the period from the Closing Date to the second Business Day
thereafter) shall be for the account of the US Borrower. The US Borrower shall
pay the amounts due in immediately available funds on each such due date to the
Administrative Agent for the account of each Tranche B Chips Lender at the
office of the Administrative Agent specified in subsection 17.2, and the
Administrative Agent shall promptly pay such amounts to such Tranche B Chips
Lender.


               SECTION 6. TERMS OF TRANCHE B TERM LOAN COMMITMENT

                  6.1 Tranche B Term Loan Commitment. Subject to the terms and
conditions hereof, each Tranche B Term Loan Lender severally agrees to make a
term loan (a "Tranche B Term Loan") to the US Borrower to be made in a single
drawing on the Closing Date in an amount not to exceed the amount of the Tranche
B Term Loan Commitment of such Tranche B Term Loan Lender.

                  6.2 Procedure for Tranche B Term Loan Borrowing. The US
Borrower shall give the Administrative Agent irrevocable notice by 12:00 noon,
New York City time, one Business Day prior to the Closing Date requesting that
the Tranche B Term Loan Lenders make Tranche B Term Loans on the Closing Date.
The Tranche B Term Loans made on the Closing Date shall initially be Base Rate
Loans. Upon receipt of any such notice from the US Borrower, the Administrative
Agent shall promptly notify each Tranche B Term Loan Lender thereof. Each
Tranche B Term Loan Lender will make the amount of its pro rata share of such
borrowing available to the Administrative Agent for the account of the US
Borrower at the office of the Administrative Agent specified in subsection 17.2
for same day value, on the Borrowing Date requested by the US Borrower in funds
immediately available to the Administrative Agent. Such borrowing will then be
made available to the US Borrower at its account with the Administrative Agent
maintained at such office.

                  6.3 Amortization of Tranche B Term Loans. The Tranche B Term
Loans shall be payable in fourteen (14) consecutive semi-annual installments on
the dates and in principal amount equal to the amount set forth below (together
with all accrued interest thereon) opposite the applicable installment date.


<PAGE>   62


                                                                              55


<TABLE>
<CAPTION>
                  Installment                                        Amount
                  -----------                                        ------

<S>                                                           <C>
                  September 30, 2000                          $       500,000.00
                  March 31, 2001                              $       500,000.00
                  September 30, 2001                          $       500,000.00
                  March 31, 2002                              $       500,000.00
                  September 30, 2002                          $       500,000.00
                  March 31, 2003                              $       500,000.00
                  September 30, 2003                          $       500,000.00
                  March 31, 2004                              $       500,000.00
                  September 30, 2004                          $       500,000.00
                  March 31, 2005                              $       500,000.00
                  September 30, 2005                          $       500,000.00
                  March 31, 2006                              $       500,000.00
                  September 30, 2006                          $       500,000.00
                  March 31, 2007                              $   143,500,000.00
</TABLE>


               SECTION 7. REPAYMENT, CONTINUATIONS AND CONVERSIONS

                  7.1 Repayment of Loans. Each Borrower hereby unconditionally
promises to pay to the Administrative Agent, the Multicurrency Administrative
Agent or the Canadian Administrative Agent, as applicable, for the account of:
(i) each US Revolving Credit Lender or Multicurrency Revolving Credit Lender,
the then unpaid principal amount of each Revolving Credit Loan of such Lender,
on the Scheduled Revolving Credit Commitment Termination Date (or such earlier
date on which the applicable Revolving Credit Loans become due and payable
pursuant to Section 14); (ii) the Swing Line Lender, the then unpaid principal
amount of the Swing Line Loans of such Swing Line Lender, on the Scheduled
Revolving Credit Commitment Termination Date (or such earlier date on which the
Swing Line Loans become due and payable pursuant to Section 14); (iii) each
Tranche A Chips Lender or Tranche B Chips Lender, such Lender's Ratable Portion
of the amounts specified in subsection 4.3 or 5.3 (or, if less, the aggregate
amount of the Tranche A Chips Term Loan or Tranche B Chips Term Loan of such
Lender as applicable then outstanding), on the dates specified in subsection 4.3
or 5.3 (or such earlier date on which such Loans become due and payable pursuant
to Section 14) and (iv) each Tranche B Term Loan Lender, such Lender's Ratable
Portion of the amounts specified in subsection 6.3 (or, if less, the aggregate
amount of the Tranche B Term Loans of such Lender then outstanding), on the
dates specified in subsection 6.3 (or such earlier date on which the Tranche B
Term Loans become due and payable pursuant to Section 14). Each Borrower hereby
further agrees to pay interest on the unpaid principal amount of its Loans from
time to time outstanding from the date hereof until payment in full thereof at
the rates per annum, and on the dates, set forth in subsection 9.1.

                  (b) Each Lender (including the Swing Line Lender) shall
maintain in accordance with its usual practice an account or accounts evidencing
indebtedness of each Borrower to such Lender resulting from each Loan of such
Lender from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time under this Agreement.


<PAGE>   63


                                                                              56


                  (c) The Administrative Agent, the Multicurrency Administrative
Agent or the Canadian Administrative Agent, as applicable, shall maintain the
Register pursuant to subsection 17.6(d), and a subaccount therein for each
Lender, in which shall be recorded (i) the amount of each Loan made hereunder,
the Type thereof and each Interest Period, if any, applicable thereto, (ii) the
amount of any principal or interest due and payable or to become due and payable
from each Borrower to each Lender hereunder and (iii) both the amount of any sum
received by such Agent hereunder from each Borrower and each Lender's share
thereof.

                  (d) The entries made in each Register and the accounts of each
Lender maintained pursuant to subsection 7.1(c) shall, to the extent permitted
by applicable law and absent manifest error, be prima facie evidence of the
existence and amounts of the obligations of each Borrower therein recorded;
provided, however, that the failure of any Lender or the applicable Agent to
maintain the applicable Register or any such account, or any error therein,
shall not in any manner affect the obligation of each Borrower to repay (with
applicable interest) the Loans owing to such Lender in accordance with the terms
of this Agreement.

                  (e) Each Borrower agrees that, upon request to the applicable
Agent by any applicable Lender, such Borrower will execute and deliver to such
Lender a promissory note of such Borrower evidencing the Loans of such Lender to
such Borrower.

                  7.2 Optional Prepayments. (a) The US Borrower may, at any time
and from time to time, prepay, or cause any Foreign Subsidiary Borrower to
prepay, such Borrower's Loans, in whole or in part, without premium or penalty,
upon at least three (3) Business Days' irrevocable notice to the Administrative
Agent, the Multicurrency Administrative Agent or the Canadian Administrative
Agent, as applicable, specifying the date and amount of prepayment and the Types
and classes of Loans to be prepaid. Upon receipt of any such notice the
applicable Agent shall promptly notify each applicable Lender thereof. If any
such notice is given, the amount specified in such notice shall be due and
payable on the date specified therein, together with, in the case of prepayments
of the Eurocurrency Loans only, accrued interest to such date on the amount
prepaid.

                  (b) Optional prepayments of the Term Loans shall be applied to
the Term Loans and to the installments thereof as the US Borrower may elect.
Amounts prepaid on account of any Term Loans may not be reborrowed. Partial
prepayments shall be in an aggregate principal Equivalent Amount of at least
$500,000 and shall include any amounts due in respect thereof under subsection
9.8. Canadian B/As may not be optionally prepaid.

                  7.3 Mandatory Prepayments. (a) Subsequent to the Closing Date,
unless the Required Lenders and the US Borrower shall otherwise agree, if
Holdings or any of its Subsidiaries shall incur any Indebtedness other than any
Indebtedness permitted pursuant to subsection 13.2 or 16.6, on the date of such
issuance or incurrence, the US Borrower shall prepay the Term Loans and shall
cash collateralize an amount of the Chips Letter of Credit in an aggregate
amount equal to 100% of the Net Cash Proceeds thereof as set forth in paragraph
(d) of this subsection.



<PAGE>   64


                                                                              57


                  (b) Unless the Required Lenders and the US Borrower shall
otherwise agree, if Holdings or any of its Subsidiaries shall consummate any
Asset Sale, on the date of consummation of such Asset Sale, the US Borrower
shall prepay the Term Loans and shall cash collateralize an amount of the Chips
Letter of Credit in an aggregate amount equal to 100% of the Net Cash Proceeds
thereof as set forth in paragraph (d) of this subsection.

                  (c) Unless the Required Lenders and the US Borrower shall
otherwise agree, if for any fiscal year, commencing with the earlier to occur of
(x) the fiscal year ending December 31, 2002 and (y) December 31 of the first
fiscal year in which the aggregate amount of the principal drawings under the
Chips Letter of Credit exceeds $270,000,000, there shall be Excess Cash Flow and
the ratio of Consolidated Total Debt to Consolidated EBITDA exceeds 3.50 to 1.00
(determined as at the end of such fiscal year), the US Borrower shall prepay the
Term Loans and (if the Term Loans have been paid in full) cash collateralize an
amount of the Chips Letter of Credit in an amount equal to 50% of such Excess
Cash Flow (or Equivalent Amount thereof, as the case may be), such prepayment to
be applied as the US Borrower may elect. Each such prepayment or cash
collateralization shall be made on or before the date which is seven (7)
Business Days after the earlier of (A) the date on which the financial
statements referred to in subsection 12.1(a) are required to be delivered to the
Lenders and (B) the date on which said financial statements are actually
delivered.

                  (d) Mandatory prepayments of the Term Loans (other than
mandatory prepayments pursuant to subsection 7.3(c) above) shall be applied (i)
first, to the Tranche B Term Loans, the Tranche A Chips Term Loans and the
Tranche B Chips Term Loans (in each case, to the extent outstanding) ratably to
the next two installments thereof and thereafter to the installments thereof
ratably in accordance with the then outstanding amounts thereof, (ii) second, to
cash collateralize the Chips Letter of Credit ratably as between the Tranche A
Chips Commitment and the Tranche B Chips Commitment and (iii) subject to clauses
(i) and (ii), prepayments shall be applied first to Base Rate Loans and second,
pro rata, to Eurocurrency Loans; provided, that if the amount to be applied to
any installment as required by this Agreement would exceed the then remaining
amount of such installment, then an amount equal to such excess shall be applied
to the next succeeding installment after giving effect to all prior reductions
thereto (including the amount of prepayments theretofore allocated pursuant to
the preceding portion of this sentence).

                  (e) Notwithstanding anything to the contrary in subsection
7.3(d) or 9.4, with respect to the amount of any mandatory prepayment described
in subsection 7.3 that is allocated to Tranche B Term Loans or Tranche B Chips
Term Loans (such amount, the "Tranche B Prepayment Amount"), at any time when
Tranche A Chips Term Loans remain outstanding, the US Borrower will, in lieu of
applying such amount to the prepayment of Tranche B Term Loans or Tranche B
Chips Term Loans, as provided in paragraph (d) above, on the date specified in
subsection 7.3 for such prepayment, give the Administrative Agent telephonic
notice (promptly confirmed in writing) requesting that the Administrative Agent
prepare and provide to each Tranche B Term Loan Lender and Tranche B Chips
Lender a notice (each, a "Prepayment Option Notice") as described below. As
promptly as practicable after receiving such notice from the US Borrower, the
Administrative Agent will send to each Tranche B Term Loan Lender and Tranche B
Chips Lender a Prepayment Option Notice, which shall be in the form of Exhibit
I, and shall


<PAGE>   65


                                                                              58


include an offer by the US Borrower to prepay on the date (each a "Mandatory
Prepayment Date") that is 10 Business Days after the date of the Prepayment
Option Notice, the relevant Term Loans of such Lender by an amount equal to the
portion of the Tranche B Prepayment Amount indicated in such Lender's Prepayment
Option Notice as being applicable to such Lender's Tranche B Term Loans or
Tranche B Chips Term Loans. On the Mandatory Prepayment Date, (i) the US
Borrower shall pay to the relevant Lenders the aggregate amount necessary to
prepay that portion of the outstanding relevant Term Loans in respect of which
such Lenders have accepted prepayment as described above and (ii) the US
Borrower shall pay to the Tranche A Chips Lenders an amount equal to the portion
of the Tranche B Prepayment Amount not accepted by the relevant Lenders, and
such amount shall be applied to the prepayment of the Tranche A Chips Term
Loans.

                  (f) If at any time Holdings or any Subsidiary shall receive
any cash proceeds of any casualty or condemnation in excess of the Equivalent
Amount of $10,000,000 pursuant to subsection 13.6(c), such proceeds shall be
deposited with the Collateral Agent who shall hold such proceeds in a cash
collateral account reasonably satisfactory to it. From time to time upon
request, the Collateral Agent will release such proceeds to Holdings or such
Subsidiary, as necessary, to pay for replacement or rebuilding of the assets
lost or condemned or to otherwise acquire assets useful in the business. If such
proceeds are not so applied within eighteen months (subject to reasonable
extension for force majeure or weather delays) (or such earlier date as may be
necessary to eliminate any obligation on the part of Holdings or any of its
Subsidiaries to prepay or cash collateralize Indebtedness other than
Indebtedness hereunder) following the condemnation or casualty or if the
applicable Borrower fails to notify the Collateral Agent in writing on or before
180 days after such casualty or condemnation that such Borrower shall commence
the replacement or rebuilding of such asset (or shall otherwise reinvest such
proceeds), then, in either case, the Collateral Agent may treat any amounts in
the cash collateral account as Net Cash Proceeds of an Asset Sale in accordance
with subsection 7.3(b).

                  (g) The provisions of this subsection 7.3 shall not be in
derogation of any other covenant or obligation of Holdings and its Subsidiaries
under the Loan Documents and shall not be construed as a waiver of, or a consent
to departure from, any such covenant or obligation.

                  (h) Notwithstanding the foregoing provisions of this
subsection 7.3, if at any time the mandatory prepayment of any Term Loans
pursuant to this Agreement would result, after giving effect to the procedures
set forth in this Agreement, in the US Borrower incurring costs as a result of
Eurocurrency Loans ("Affected Eurocurrency Loans") being prepaid other than on
the last day of an Interest Period applicable thereto, which costs are required
to be paid pursuant to subsection 9.8, then, the US Borrower may, in its sole
discretion, initially deposit a portion (up to 100%) of the amounts that
otherwise would have been paid in respect to the Affected Eurocurrency Loans
with the applicable Agent (which deposit must be equal in amount to the amount
of the Affected Eurocurrency Loans not immediately prepaid) to be held as
security for the obligations of the US Borrower to make such mandatory
prepayment pursuant to a cash collateral agreement to be entered into in form
and substance reasonably satisfactory to the applicable Agent, with such cash
collateral to be directly applied upon the first occurrence (or occurrences)
thereafter of the last day of an Interest Period applicable to the relevant Term
Loan that is a Eurocurrency Loan (or such earlier date or dates as shall be
requested by the US


<PAGE>   66


                                                                              59


Borrower), to repay an aggregate principal amount of such Term Loan equal to the
Affected Eurocurrency Loans not initially repaid pursuant to this sentence.

                  (i) Notwithstanding anything to the contrary contained herein,
nothing herein shall require any Foreign Subsidiary Borrower to make any payment
to any Lenders (other than its Lenders), it being acknowledged that no Foreign
Subsidiary Borrower is in any way liable for any of the Domestic Obligations or
any Obligations of any other Foreign Subsidiary Borrower.

                  7.4 Conversion and Continuation Options. (a) Subject to the
terms and conditions hereof and to the extent available to it, any Borrower may
elect from time to time to convert its Base Rate Loans to Dollar Eurocurrency
Loans by giving the Administrative Agent or the Multicurrency Administrative
Agent as applicable at least three (3) Business Days' prior irrevocable notice
of such election; provided that at no time may any Borrower elect to convert any
or all of its Swing Line Loans from Base Rate Loans to Eurocurrency Loans. Any
such notice of conversion to Eurocurrency Loans shall specify the length of the
initial Interest Period or Interest Periods therefor. Upon receipt of any such
notice the Administrative Agent or the Multicurrency Administrative Agent as
applicable shall promptly notify each affected Term Loan Lender or Revolving
Credit Lender, as the case may be, thereof. All or any part of outstanding Base
Rate Loans may be converted as provided herein, provided that (i) no Base Rate
Loan may be converted into a Eurocurrency Loan when any Event of Default has
occurred and is continuing and the Administrative Agent or the Multicurrency
Administrative Agent as applicable has or the Required Lenders have determined
that such a conversion is not appropriate and (ii) any such conversion may only
be made if, after giving effect thereto, subsection 7.5 shall not have been
contravened.

                  (b) Any Eurocurrency Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
applicable Borrower giving notice to the Administrative Agent or the
Multicurrency Administrative Agent as applicable, in accordance with the
applicable provisions of the term "Interest Period" set forth in subsection 1.1,
of the length of the next Interest Period to be applicable to such Loans,
provided that no Eurocurrency Loan may be continued as such (i) when any Event
of Default has occurred and is continuing and the Administrative Agent or the
Multicurrency Administrative Agent as applicable has or the Required Lenders
have determined that such a continuation is not appropriate or (ii) if, after
giving effect thereto, subsection 7.5 would be contravened and provided,
further, that if (x) such Borrower shall fail to give any required notice as
described above in this paragraph or (y) such continuation is not permitted
pursuant to the preceding proviso, such Eurocurrency Loans shall be
automatically continued as Eurocurrency Loans with a new Interest Period of one
(1) month (or, in the case of clause (y) above, with respect to Dollar
Eurocurrency Loans, converted to Base Rate Loans) on the last day of such then
expiring Interest Period.

                  (c) Subject to the terms and conditions hereof and to the
extent available to it, any Borrower may elect from time to time to convert its
Dollar Eurocurrency Loans to Base Rate Loans, by giving the Administrative Agent
or the Multicurrency Administrative Agent as applicable at least two (2)
Business Days' prior irrevocable notice of such election, provided that, unless
such Borrower elects to deposit with the Administrative Agent or the
Multicurrency Administrative Agent the amount of any breakage costs and other
Eurocurrency Loan related


<PAGE>   67


                                                                              60


costs to be incurred by such Borrower under this Agreement with respect to the
prepayment or conversion of such Eurocurrency Loan prior to the end of an
Interest Period, any such conversion of Eurocurrency Loans may only be made on
the last day of an Interest Period with respect thereto.

                  (d) For greater certainty, the conversion of any Loan to
another Type of Loan, as provided in this subsection 7.4, shall not constitute a
repayment of amounts owing under the Loans under this Agreement nor a new
advance of funds hereunder.

                  7.5 Minimum Amounts of Tranches. All borrowings, conversions
and continuations of Loans hereunder and all selections of Interest Periods
hereunder shall be in such amounts and be made pursuant to such elections so
that, after giving effect thereto, the aggregate principal amount of the Loans
comprising each Eurocurrency Tranche shall be in a minimum Equivalent Amount of
$5,000,000 and so that there shall not be more than ten (10) Eurocurrency
Tranches of any Borrower at any one time outstanding.


                 SECTION 8. GENERAL LETTER OF CREDIT PROVISIONS

                  8.1 Obligations Absolute. Each Borrower's obligations under
this Agreement in respect of Letters of Credit issued for its account shall be
absolute and unconditional under any and all circumstances and irrespective of
any set-off, counterclaim or defense to payment which such Borrower or any other
Person may have or have had against the Issuing Lender or any beneficiary of a
Letter of Credit. Each Borrower also agrees with the Issuing Lender that the
Issuing Lender shall not be responsible for, and such Borrower's obligations
under this Agreement in respect of Letters of Credit issued for its account
shall not be affected by, among other things, the enforceability, validity or
genuineness of documents or of any endorsements thereon, even though such
documents shall in fact prove to be unenforceable, invalid, fraudulent or
forged, or any dispute between or among such Borrower and any beneficiary of any
Letter of Credit or any other party to which such Letter of Credit may be
transferred or any claims whatsoever of such Borrower against any beneficiary of
such Letter of Credit or any such transferee, except for errors or omissions
caused by the Issuing Lender's gross negligence or wilful misconduct. The
Issuing Lender shall not be liable for any error, omission, interruption or
delay in transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors or
omissions caused by the Issuing Lender's gross negligence or wilful misconduct.
Each Borrower agrees that any action taken or omitted by the Issuing Lender
under or in connection with any Letter of Credit or the related drafts or
documents, if done in the absence of gross negligence or wilful misconduct and
in accordance with the standards of care specified in the Uniform Commercial
Code of the State of New York, including, without limitation, Article V thereof
or the standards of care specified in the laws of the jurisdiction of the
Issuing Lender's issuing office, as applicable, shall be binding on such
Borrower and shall not result in any liability of the Issuing Lender to such
Borrower.

                  8.2 Letter of Credit Payments. If any draft shall be presented
for payment under any Letter of Credit, the Issuing Lender shall promptly notify
the US Borrower and the Administrative Agent or the Multicurrency Administrative
Agent as applicable of the date and


<PAGE>   68


                                                                              61


amount thereof. The responsibility of the Issuing Lender to the applicable
Borrower in connection with any draft presented for payment under any Letter of
Credit shall, in addition to any payment obligation expressly provided for in
such Letter of Credit, be limited to determining that the documents (including
each draft) delivered under such Letter of Credit in connection with such
presentment are in conformity with such Letter of Credit.

                  8.3 Letter of Credit Applications. To the extent that any
provision of any Letter of Credit Application, including any reimbursement
provision contained therein, related to any Letter of Credit is inconsistent
with the provisions of this Agreement, the provisions of this Agreement shall
prevail.

                  8.4 Cash Collateralization of Letters of Credit. Upon
termination of the Revolving Credit Commitments, the Letters of Credit then
existing which have been fully cash collateralized to the satisfaction of the
Issuing Lender shall no longer be considered outstanding hereunder, and any
Participating Interest heretofore granted to any Revolving Credit Lender by the
Issuing Lender shall be deemed terminated; provided that letter of credit
commissions and fees payable pursuant hereto shall continue to accrue to the
Issuing Lender with respect to the applicable Letters of Credit until the expiry
thereof.


                       SECTION 9. OTHER GENERAL PROVISIONS

                  9.1 Interest Rates and Payment Dates. (a) Each Eurocurrency
Loan shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurocurrency Rate determined for such
day plus the Applicable Margin.

                  (b) Each Base Rate Loan shall bear interest at a rate per
annum equal to the Base Rate plus the Applicable Margin.

                  (c) Upon the occurrence and during the continuance of any
Event of Default specified in subsection 14(a), the Loans and any overdue
amounts hereunder shall bear interest at a rate per annum which is (x) in the
case of the Loans, the rate that would otherwise be applicable thereto pursuant
to the foregoing provisions of this subsection plus 2% per annum or (y) in the
case of overdue interest, commitment fee, or other amount, the rate described in
paragraph (b) (or, if no Base Rate is available, paragraph (a) for Interest
Periods of one day) of this subsection 9.1 plus 2% per annum.

                  (d) Interest shall be payable in arrears on each Interest
Payment Date, provided that interest accruing pursuant to paragraph (c) of this
subsection shall be payable from time to time on demand.

                  9.2 Computation of Interest and Fees. (a) Interest on Loans,
fees, interest on overdue interest, and other amounts payable hereunder shall be
calculated on the basis of a 360-day year for the actual days elapsed, except
that, with respect to Base Rate Loans the rate of interest on which is
calculated on the basis of the Prime Rate, the interest thereon shall be
calculated on the basis of a 365-or 366-day year, in each case, for the actual
days elapsed. The


<PAGE>   69


                                                                              62


applicable Agent shall as soon as practicable notify the applicable Borrower and
the applicable Revolving Credit Lenders or the applicable Term Loan Lenders, as
the case may be, of each determination of a Eurocurrency Rate. Any change in the
interest rate on a Loan resulting from a change in the Base Rate or the
Eurocurrency Rate shall become effective as of the opening of business on the
day on which such change becomes effective. The applicable Agent shall as soon
as practicable notify the applicable Borrower and the applicable Revolving
Credit Lenders or the applicable Term Loan Lenders, as the case may be, of the
effective date and the amount of each such change in interest rate.

                  (b) Each determination of an interest rate by the applicable
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the applicable Borrower and the applicable Lenders and the other
parties hereto in the absence of manifest error. The applicable Agent shall, at
the request of the applicable Borrower, deliver to such Borrower a statement
showing the quotations used by the applicable Agent in determining any interest
rate pursuant to subsection 9.1(a) or (b).

                  (c) If any provision of any Loan Document would oblige any
Borrower to make any payment of interest or other amount payable to any Lender
in an amount or calculated at a rate which would be prohibited by law or would
result in a receipt by that Lender of interest at a criminal rate (as such terms
are construed under the applicable Requirement of Law), then notwithstanding
such provision, such amount or rate shall be deemed to have been adjusted with
retroactive effect to the maximum amount or rate of interest, as the case may
be, as would not be so prohibited by law or so result in a receipt by that
Lender of interest at a criminal rate, such adjustment to be effected, to the
extent necessary, as follows:

                           (i) firstly, by reducing the amount or rate of
                  interest required to be paid to the affected Lender under
                  subsection 9.1; and

                           (ii) thereafter, by reducing any fees, commissions,
                  premiums and other amounts required to be paid to the affected
                  Lender which would constitute interest for purposes of any
                  applicable Requirement of Law.

                  9.3 Inability to Determine Interest Rate. If prior to the
first day of any Interest Period:

                  (a) the applicable Agent shall have determined (which
         determination, absent manifest error, shall be conclusive and binding
         upon the applicable Borrower) that, by reason of circumstances
         affecting the relevant market, adequate and reasonable means do not
         exist for ascertaining the Eurocurrency Rate for such Interest Period,
         or

                  (b) the applicable Agent shall have received notice from
         holders of a majority of the Loans subject to such Interest Period that
         the Eurocurrency Rate determined or to be determined for such Interest
         Period will not adequately and fairly reflect the cost to such Lenders
         (as conclusively certified by such Lenders) of making or maintaining
         their affected Loans during such Interest Period, by an amount which
         such Lenders deem material,


<PAGE>   70


                                                                              63


the applicable Agent shall give telecopy or telephonic notice thereof to the
applicable Borrower and the applicable Lenders as soon as practicable
thereafter. If such notice is given (x) any Eurocurrency Loans requested to be
made on the first day of such Interest Period shall be made as Base Rate Loans,
(y) any Loans that were to have been converted on the first day of such Interest
Period to Eurocurrency Loans shall be converted to or continued as Base Rate
Loans and (z) any outstanding Eurocurrency Loans shall be converted, on the last
day of the Interest Periods therefor, to Base Rate Loans. Until such notice has
been withdrawn by the applicable Agent (which the applicable Agent agrees to do
when the circumstances that prompted the delivery of such notice no longer
exist), no further Eurocurrency Loans shall be made or continued as such, nor
shall the applicable Borrower have the right to convert Loans to Eurocurrency
Loans. Notwithstanding the foregoing, until such notice has been withdrawn by
the applicable Agent (which the applicable Agent agrees to do when the
circumstances that prompted the delivery of such notice no longer exist), if a
Base Rate is not available to the applicable Borrower, any Loans or Obligations
or other amounts due hereunder not subject to an Interest Period determined
prior to such notice shall bear interest at a rate determined from time to time
by the applicable Agent to be its cost of maintaining its share of such Loans,
specified Obligations or other amounts plus the Applicable Margin and any
applicable overdue percentage pursuant to Section 9.1(c).

                  9.4 Pro Rata Treatment and Payments. (a) Each borrowing,
conversion or continuation pursuant to subsection 7.4, of Loans (other than
Swing Line Loans) by a Borrower from the applicable Lenders and any reduction of
the Commitments of the Lenders hereunder shall be made pro rata, according to
the respective principal amounts of such Loans held by the Lenders or the
respective Commitments of the Lenders, as the case may be.

                  (b) Whenever (i) any payment received by the applicable Agent
under this Agreement or any Note or (ii) any other amounts received by the
applicable Agent for or on behalf of a Borrower (including, without limitation,
proceeds of collateral or payments under any guarantee) is insufficient to pay
in full all amounts then due and payable to such applicable Agent and the
applicable Lenders under this Agreement and any Note and the other Loan
Documents, such payment shall be distributed by the applicable Agent and applied
by the applicable Agent and the applicable Lenders in the following order:
First, to the payment of fees and expenses due and payable to the applicable
Agent under and in connection with this Agreement and the other Loan Documents;
Second, to the payment of all expenses due and payable under subsection 17.5,
ratably among the applicable Agent and the applicable Lenders in accordance with
the aggregate amount of such payments owed to the applicable Agent and each such
Lenders; Third, to the payment of commitment fees and letter of credit
commissions due and payable hereunder and to the payment of interest then due
and payable hereunder, ratably in accordance with the aggregate amount of
commitment fees, letter of credit commissions and interest owed to each such
Lender; Fourth, to the payment of the principal amount of the applicable Loans
and the Letter of Credit Obligations (including any amounts required to be cash
collateralized) then due and payable and, in the case of proceeds of collateral
or payments under any guarantee, to the payment of any other Obligations to any
Secured Party not covered in First through Third above ratably secured by such
collateral or ratably guaranteed under any such guarantee, ratably among the
Secured Parties in accordance with the aggregate principal amount and, in the
case of proceeds of collateral or payments under any guarantee, the obligations
secured or guaranteed thereby owed to each such Secured Party.


<PAGE>   71


                                                                              64


                  (c) If any Lender (a "Non-Funding Lender") has (x) failed to
make a Loan or otherwise to make a payment as required to be made by it
hereunder, and the applicable Agent has determined that such Lender is not
likely to make such Loan or payment or (y) given notice to the applicable
Borrower or the applicable Agent that it will not make, or that it has
disaffirmed or repudiated any obligation to make, any such Loan or payment, in
each case by reason of the provisions of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989 or otherwise, any payment made on account
of the principal of such Loans outstanding shall be made as follows:

                  (i) in the case of any such payment made on any date when and
         to the extent that, in the determination of the applicable Agent, the
         applicable Borrower would be able, under the terms and conditions
         hereof, to reborrow the amount of such payment under the applicable
         Commitments and to satisfy any applicable conditions precedent to such
         reborrowing, such payment shall be made on account of the outstanding
         applicable Loans held by the applicable Lenders other than the
         Non-Funding Lender pro rata according to the respective outstanding
         principal amounts of the applicable Loan of such Lenders;

                  (ii) otherwise, such payment shall be made on account of the
         outstanding applicable Loans held by the applicable Lenders, pro rata
         according to the respective outstanding principal amounts of such
         Loans; and

                  (iii) any payment made on account of interest on such Loans
         shall be made pro rata according to the respective amounts of accrued
         and unpaid interest due and payable on such Loans.

The applicable Borrower agrees to give the applicable Agent such assistance in
making any determination pursuant to this paragraph as the applicable Agent may
reasonably request. Any such determination by the applicable Agent shall be
conclusive and binding on the applicable Lenders.

                  (d) All payments (including prepayments) to be made by a
Borrower on account of principal, interest and fees shall be made without
set-off or counterclaim and shall be made to the applicable Agent, for the
account of the applicable Lenders at the applicable Agent's office listed in
subsection 17.2, in the currency in which such amounts are denominated and in
immediately available funds. The applicable Agent shall promptly distribute such
payments in accordance with the provisions of subsections 9.4(b) and (c)
promptly upon receipt in like funds as received. If any payment hereunder (other
than payments on the Eurocurrency Loans or Canadian B/As) would become due and
payable on a day other than a Business Day, such payment shall become due and
payable on the next succeeding Business Day and, with respect to payments of
principal, interest thereon shall be payable at the applicable rate during such
extension. If any payment on a Eurocurrency Loan or Canadian B/A becomes due and
payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day (and with respect to payments of
principal, interest thereon shall be payable at the then applicable rate during
such extension), unless the result of such extension would be to extend such
payment into another calendar month in which event such payment shall be made on
the immediately preceding Business Day.


<PAGE>   72


                                                                              65


                  (e) Unless the applicable Agent shall have been notified in
writing by any Lender prior to a Borrowing Date that such Lender will not make
the amount that would constitute its relevant Ratable Portion of the applicable
Loans on such date available to the applicable Agent, the applicable Agent may
assume that such Lender has made such amount available to the applicable Agent
on such Borrowing Date, and the applicable Agent may, in reliance upon such
assumption, make available to the applicable Borrower a corresponding amount. If
such amount is made available to the applicable Agent on a date after such
Borrowing Date, such Lender shall pay to the applicable Agent on demand an
amount equal to the product of (i) the daily average Base Rate (or, if a Base
Rate is not available, a Eurocurrency Rate with an Interest Period of one day)
during such period, times (ii) the amount of such Lender's relevant Ratable
Portion of such Loans, times (iii) a fraction the numerator of which is the
number of days that elapse from and including such Borrowing Date to the date on
which such Lender's relevant Ratable Portion of such Loans shall have become
immediately available to the applicable Agent and the denominator of which is
365/366 or 360, as applicable. A certificate of the applicable Agent submitted
to any Lender with respect to any amounts owing under this subsection shall be
conclusive in the absence of manifest error. If such Lender's relevant Ratable
Portion of such Loans is not in fact made available to the applicable Agent by
such Lender within three (3) Business Days of such Borrowing Date, the
applicable Agent shall be entitled to recover such amount with interest thereon
at the rate per annum applicable to Base Rate Loans denominated in the relevant
Multicurrency (or, if a Base Rate is not available, a Eurocurrency Rate with an
Interest Period of one day), on demand, from the applicable Borrower. The
failure of any Lender to make any Loan to be made by it shall not relieve any
other Lender of its obligation, if any, hereunder to make its Loan on such
Borrowing Date, but no Lender shall be responsible for the failure of any other
Lender to make the Loan to be made by such other Lender on such Borrowing Date.

                  9.5 Illegality. Notwithstanding any other provision herein, if
the adoption of or any change in any Requirement of Law or in the interpretation
or application thereof shall make it unlawful for any Lender to make or maintain
Eurocurrency Loans or Canadian B/As as contemplated by this Agreement, (a) the
commitment of such Lender hereunder to make Eurocurrency Loans or Canadian B/As,
continue Eurocurrency Loans or Canadian B/As as such and convert Base Rate Loans
to Eurocurrency Loans or Canadian B/As, as applicable, shall forthwith be
cancelled and (b) such Lender's Loans then outstanding as Eurocurrency Loans or
Canadian B/As, if any, shall be converted automatically to Base Rate Loans on
the respective last days of the then current Interest Periods or Canadian
Contract Periods, as applicable with respect to such Loans or within such
earlier period as required by law; provided that before making any such demand,
each Lender agrees to use reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions and so long as such efforts would
not be disadvantageous to it, in its reasonable discretion, in any legal,
economic or regulatory manner) to designate a different lending office if the
making of such a designation would allow such Lender or its lending office to
continue to perform its obligations to make Eurocurrency Loans or Canadian B/As.
If any such conversion of a Eurocurrency Loan or Canadian B/A occurs on a day
which is not the last day of the then current Interest Period with respect
thereto, the applicable Borrower shall pay to such Lender such amounts, if any,
as may be required pursuant to subsection 9.8. If circumstances subsequently
change so that any affected Lender shall determine that it is no longer so
affected, such Lender will promptly notify the applicable Borrower and the
applicable Agent, and


<PAGE>   73


                                                                              66


upon receipt of such notice, the obligations of such Lender to make or continue
Eurocurrency Loans or Canadian B/As or to convert Base Rate Loans into
Eurocurrency Loans or Canadian B/As, as applicable, shall be reinstated.
Notwithstanding the foregoing, until such notice has been withdrawn by such
Lender (which such Lender agrees to do when the circumstances that prompted the
delivery of such notice no longer exist), if a Base Rate is not available to the
applicable Borrower, any Loans or Obligations or other amounts due hereunder not
subject to an Interest Period determined prior to such notice shall bear
interest at a rate determined from time to time by such Lender to be its cost of
maintaining its share of such Loans, specified Obligations or other amounts plus
the Applicable Margin and any applicable overdue percentage pursuant to
subsection 9.1(c).

                  If any Lender becomes entitled to claim any additional amounts
pursuant to this subsection, it shall promptly notify (in any event no later
than ninety (90) days after such Lender becomes entitled to make such claim) the
applicable Borrower, through the applicable Agent, of the event by reason of
which it has become so entitled.

                  9.6 Requirements of Law. (a) If the adoption of or any change
in any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof:

                  (i) shall subject any Lender to any tax of any kind whatsoever
         with respect to this Agreement, any Eurocurrency Loan, any Note, any
         Letter of Credit or Letter of Credit Application or change the basis of
         taxation of payments to such Lender in respect thereof (except for
         taxes covered by subsection 9.7 and the establishment of a tax based on
         the net income of such Lender or changes in the rate of tax on the net
         income of such Lender);

                  (ii) shall impose, modify or hold applicable any reserve,
         special deposit, compulsory loan or similar requirement against assets
         held by, deposits or other liabilities in or for the account of,
         advances, loans or other extensions of credit (including, without
         limitation, letters of credit or bankers acceptances) by, or any other
         acquisition of funds by, any office of such Lender; or

                  (iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining Eurocurrency Loans or to increase the cost to such
Lender, by an amount which such Lender deems to be material, of issuing or
maintaining any Letter of Credit or participation therein or to reduce any
amount receivable hereunder in respect thereof, then, in any such case, the
applicable Borrower shall promptly pay such Lender, upon its demand, any
additional amounts necessary to compensate such Lender for such increased cost
or reduced amount receivable, provided, in respect of Eurocurrency Loans that
before making any such demand, each Lender agrees to use reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions and
so long as such efforts would not be disadvantageous to it, in its reasonable
discretion, in any legal,


<PAGE>   74


                                                                              67


economic or regulatory manner) to designate a different Eurocurrency lending
office if the making of such designation would allow the Lender or its
Eurocurrency Loan lending office to continue to perform its obligations to make
Eurocurrency Loans or to continue to fund or maintain Eurocurrency Loans or and
avoid the need for, or materially reduce the amount of, such increased cost. If
any Lender becomes entitled to claim any additional amounts pursuant to this
subsection, it shall promptly notify (in any event no later than ninety (90)
days after such Lender becomes entitled to make such claim) the applicable
Borrower, through the applicable Agent, of the event by reason of which it has
become so entitled. A certificate as to any additional amounts payable pursuant
to this subsection submitted by such Lender, through the applicable Agent, to
the applicable Borrower shall be conclusive in the absence of manifest error. If
the applicable Borrower so notifies the applicable Agent within five (5)
Business Days after any Lender notifies the such Borrower of any increased cost
pursuant to the foregoing provisions of this subsection 9.6, such Borrower may
convert all Eurocurrency Loans of such Lender then outstanding into Base Rate
Loans if a Base Rate option is available in accordance with subsection 7.4 and,
additionally, reimburse such Lender for any cost in accordance with subsection
9.8. This covenant shall survive the termination of this Agreement and the
payment of the Loans and all other amounts payable hereunder for nine (9) months
following such termination and repayment.

                  (b) If any Lender shall have determined that the adoption of
or any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof does or shall have the effect of
reducing the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder or under any Letter of Credit to a
level below that which such Lender or such corporation could have achieved but
for such change or compliance (taking into consideration such Lender's or such
corporation's policies with respect to capital adequacy) by an amount deemed by
such Lender to be material, then from time to time, after submission by such
Lender to the applicable Borrower (with a copy to the applicable Agent) of a
prompt written request therefor, the applicable Borrower shall pay to such
Lender such additional amount or amounts as will compensate such Lender for such
reduction; provided that the Borrowers shall not be required to compensate a
Lender pursuant to this paragraph for any amounts incurred more than four months
prior to the date that such Lender notifies the Borrowers of such Lender's
intention to claim compensation therefor; and provided further that, if the
circumstances giving rise to such claim have a retroactive effect, then such
four-month period shall be extended to include the period of such retroactive
effect. This covenant shall survive the termination of this Agreement and the
payment of the Loans and all other amounts payable hereunder for nine (9) months
following such termination and repayment.

                  9.7 Taxes. (a) Except as provided below in this subsection,
all payments made by each Borrower under this Agreement and any Notes shall be
made free and clear of, and without deduction or withholding for or on account
of, any present or future income, stamp or other taxes, levies, imposts, duties,
charges, fees, deductions or withholdings, now or hereafter imposed, levied,
collected, withheld or assessed by any Governmental Authority, excluding (i)
taxes imposed on any Agent, any Lender or any Participant as a result of a
present or former connection between such Agent, such Lender or such Participant
and the jurisdiction imposing


<PAGE>   75


                                                                              68


such taxes or any political subdivision thereof (other than any such connection
arising solely from such Agent, such Lender or such Participant having executed,
delivered or performed its obligations or received a payment under, or enforced,
this Agreement, the Notes or any other Loan Documents) and (ii) any United
States withholding taxes payable with respect to payments under this Agreement
or the Notes under laws (including any governing statute, treaty or regulation)
in effect on the Closing Date (or (x) in the case of an Assignee, the date of
the Assignment and Acceptance and (y) in the case of a Participant, the date of
the related purchase) applicable to any Lender, any Agent or any Participant, as
the case may be. If any such non-excluded taxes, levies, imposts, duties,
charges, fees, deductions or withholdings ("Non-Excluded Taxes") are required
to be withheld from any amounts payable to any Agent or any Lender hereunder or
under any Notes, the amounts so payable to such Agent or such Lender shall be
increased to the extent necessary to yield to such Agent or such Lender (after
deduction for all Non-Excluded Taxes) an amount equal to the sum it would have
received had no such deductions been made, provided, however, that the
applicable Borrower shall be entitled to deduct and withhold any Non-Excluded
Taxes and shall not be required to increase any such amounts payable to any
Lender if such Lender fails to comply with the requirements of paragraph (b) of
this subsection 9.7 (other than if such failure is due to a change in governing
statute, treaty, or regulation occurring subsequent to the date on which a form
or certification originally was required to be provided pursuant to paragraph
(b) of this subsection 9.7) or if such Lender fails to comply with the
requirements of paragraphs (c) or (d) of this subsection 9.7. Whenever any
Non-Excluded Taxes are payable by any of the Borrowers, reasonably promptly
thereafter, the applicable Borrower shall send to the applicable Agent for its
own account or for the account of such Lender, as the case may be, the original
or a certified copy of an official receipt, if any, received by such Borrower or
such other document acceptable to such Agent or such Lender showing payment
thereof. If any of the Borrowers fails to pay any Non-Excluded Taxes when due to
the appropriate taxing authority or fails to remit to the applicable Agent the
required receipts or other required documentary evidence, such Borrower shall
indemnify the applicable Agent and the Lenders for any incremental taxes,
interest or penalties that may become payable by the applicable Agent or any
Lender as a result of any such failure; provided, however, that for any period
with respect to which any Lender or any Agent fails to comply with the
requirements of paragraph (b) of this subsection 9.7 (other than if such failure
is due to a change in governing statute, treaty, or regulation occurring
subsequent to the date on which a form or certification originally was required
to be provided pursuant to paragraph (b) of this subsection 9.7), such Lender or
Agent shall not be entitled to indemnification under this paragraph (a) of this
subsection 9.7. The agreements in this subsection shall survive the termination
of this Agreement and the payment of the Loans and all other amounts payable
hereunder for a period of nine (9) months thereafter.

                  (b) Each Lender that is not incorporated under the laws of the
United States of America or a state thereof shall:

                           (i) (x) on or before the date of any payment under
                  this Agreement or any Notes to such Lender, deliver to the US
                  Borrower and the Administrative Agent two properly completed
                  copies of United States Internal Revenue Service Form W-8 BEN
                  (certifying to its entitlement to treaty benefits) or W-8 ECI
                  (certifying that the income received is effectively connected
                  with a U.S. trade or


<PAGE>   76


                                                                              69


                  business), or successor applicable form, as the case may be,
                  (A) certifying that all payments that it is entitled to
                  receive under this Agreement and any Notes may be made without
                  any deduction or withholding of any United States federal
                  income taxes and (B) certifying that it is entitled to an
                  exemption from United States backup withholding tax (to the
                  extent that such Lender receives fees that are not interest
                  income, separate Forms W-8BEN and W-8 ECI shall be provided
                  for such amounts at the written request of the US Borrower);

                                 (y) deliver to the US Borrower and the
                  Administrative Agent two further copies of any such form or
                  certification on or before the date that any such form or
                  certification expires or becomes obsolete and after the
                  occurrence of any event requiring a change in the most recent
                  form previously delivered by it to the US Borrower; and

                                 (z) obtain such extensions of time for filing
                  and complete such forms or certifications as may reasonably be
                  requested by the US Borrower or the Administrative Agent; or

                           (ii) in the case of any Lender that is not a "bank"
                  within the meaning of Section 881(c)(3)(A) of the Code, such
                  Lender, in lieu of complying with subparagraph (i) of this
                  paragraph (b) with respect to interest payments received by
                  such Lender, may, (x) represent to the US Borrower (for the
                  benefit of the US Borrower and the Administrative Agent) that
                  it is not a bank within the meaning of Section 881(c)(3)(A) of
                  the Code, (y) deliver to the US Borrower on or before the date
                  of any payment by the US Borrower, with a copy to the
                  Administrative Agent, (A) a certificate stating that such
                  Lender (1) is not a "bank" under Section 881(c)(3)(A) of the
                  Code, is not subject to regulatory or other legal requirements
                  as a bank in any jurisdiction, and has not been treated as a
                  bank for purposes of any tax, securities law or other filing
                  or submission made to any Governmental Authority, any
                  application made to a rating agency or qualification for any
                  exemption from tax, securities law or other legal
                  requirements, (2) is not a 10-percent shareholder within the
                  meaning of Section 881(c)(3)(B) of the Code and (3) is not a
                  controlled foreign corporation receiving interest from a
                  related person within the meaning of Section 881(c)(3)(C) of
                  the Code (any such certificate a "U.S. Tax Compliance
                  Certificate") and (B) two duly completed copies of Internal
                  Revenue Service Form W-8BEN, or successor applicable form,
                  certifying to such Lender's legal entitlement at the date of
                  such certificate to an exemption from U.S. withholding tax
                  under the provisions of Section 881(c) of the Code with
                  respect to interest payments to be made under this Agreement
                  and any Notes (and to deliver to the US Borrower and the
                  Administrative Agent two further copies of Form W-8BEN on or
                  before the date it expires or becomes obsolete and after the
                  occurrence of any event requiring a change in the most
                  recently provided form and, if necessary, obtain any
                  extensions of time reasonably requested by the US Borrower or
                  the Administrative Agent for filing and completing such
                  forms), and (z) agree, to the extent legally entitled to do
                  so, upon reasonable request by the US Borrower, to provide to
                  the US Borrower (for the


<PAGE>   77


                                                                              70


                  benefit of the US Borrower and the Administrative Agent) such
                  other forms as may be reasonably required in order to
                  establish the legal entitlement of such Lender to an exemption
                  from withholding with respect to interest payments under this
                  Agreement and any Notes; or

unless in any such case any change in treaty, law or regulation has occurred
after the date such Person becomes a Lender hereunder which renders all such
forms and certificates inapplicable or which would prevent such Lender from duly
completing and delivering any such form or certificate with respect to it and
such Lender so advises the US Borrower and the Administrative Agent. Each Person
that shall become a Lender or a Participant pursuant to subsection 17.6 shall,
upon the effectiveness of the related transfer, be required to provide all of
the forms, certifications and statements required pursuant to this subsection;
provided that in the case of a Participant the obligations of such Participant
pursuant to this paragraph (b) shall be determined as if such Participant were a
Lender except that such Participant shall furnish all such required forms,
certifications and statements to the Lender from which the related participation
shall have been purchased.

                  (c) Each Lender shall, upon request by the applicable
Borrower, deliver to such Borrower or the applicable Governmental Authority, as
the case may be, any form or certificate required in order that any payment by
such Borrower under this Agreement or any Notes may be made free and clear of,
and without deduction or withholding for or on account of any Non-Excluded
Taxes (or to allow any such deduction or withholding to be at a reduced rate)
imposed on such payment under the laws of any jurisdiction, provided that such
Lender is legally entitled to complete, execute and deliver such form or
certificate and such completion, execution or submission would not materially
prejudice the legal position of such Lender.

                  (d) If any Lender becomes entitled to claim any additional
amounts pursuant to this subsection, it shall promptly notify in writing (in any
event no later than ninety (90) days after such Lender becomes entitled to make
such claim) the applicable Borrower, through the applicable Agent, of the event
by reason of which it has become so entitled in accordance with clause (a) of
this subsection. Any Lender claiming any additional amounts payable pursuant to
this subsection 9.7 shall use reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions) to change the jurisdiction of its
principal office, if the making of such change would avoid the need for, or
reduce the amount of, any such additional amounts that may thereafter accrue and
such Lender in its reasonable discretion would not otherwise be disadvantaged.

                  (e) In the event that any Agent or any Lender receives a
refund or credit in respect of Non-Excluded Taxes paid by any of the Borrowers,
such Agent or such Lender shall, to the extent it can do so without jeopardizing
its right to such refund or credit, pay over to the relevant Borrower an amount
that would leave such Agent or such Lender in the same position as if no such
non-Excluded Taxes had been imposed. Nothing contained in the paragraph shall
interfere with the right of such Agent and such Lender to arrange its tax
affairs in whatever manner it thinks fit, nor to disclose any information
relating to its tax affairs or any computations in respect thereof or to do
anything that would prejudice its ability to benefit from any other credits,
relief, remissions or repayments to which it may be entitled.


<PAGE>   78


                                                                              71


                  9.8 Indemnity. Each Borrower agrees to indemnify each Lender
and to hold each Lender harmless from any loss or expense which such Lender may
sustain or incur as a consequence of (a) default by such Borrower in payment
when due of the principal amount of or interest on any Eurocurrency Loan or
Canadian B/A, (b) default by such Borrower in making a borrowing of, conversion
into or continuation of Eurocurrency Loans or Canadian B/As after such Borrower
has given a notice requesting the same in accordance with the provisions of this
Agreement, (c) default by such Borrower in making any prepayment after such
Borrower has given a notice thereof in accordance with the provisions of this
Agreement or (d) the making of a prepayment of Eurocurrency Loans or Canadian
B/As on a day which is not the last day of an Interest Period or Canadian
Contract Period with respect thereto, including, without limitation, in each
case, any such loss or expense (but excluding loss of margin) arising from the
reemployment of funds obtained by it or from fees payable to terminate the
deposits from which such funds were obtained. Calculation of all amounts payable
to a Lender under this subsection 9.8 shall be made as though such Lender had
actually funded its relevant Eurocurrency Loan or Canadian B/A through the
purchase of a deposit bearing interest at the Eurocurrency Rate in an amount
equal to the amount of such Eurocurrency Loan or Canadian B/A and having a
maturity comparable to the relevant Interest Period or Canadian Contract Period;
provided, however, that each applicable Lender may fund each of its Eurocurrency
Loans or Canadian B/As in any manner it sees fit, and the foregoing assumption
shall be utilized only for the calculation of amounts payable under this
subsection 9.8. This covenant shall survive the termination of this Agreement
and the payment of the Loans and all other amounts payable hereunder for a
period of nine (9) months thereafter.

                  9.9 Replacement of Lender. If at any time (a) a Borrower
becomes obligated to pay additional amounts described in subsections 9.5, 9.6 or
9.7 as a result of any condition described in such subsections or any Lender
ceases to make Eurocurrency Loans pursuant to subsection 9.5, (b) any Lender
becomes insolvent and its assets become subject to a receiver, liquidator,
trustee, custodian or other Person having similar powers, (c) any Lender becomes
a "Nonconsenting Lender" (as defined below in this subsection 9.9) or (d) any
Lender becomes a "Non-Funding Lender", then the applicable Borrower may, on ten
(10) Business Days' prior written notice to the applicable Agent and such
Lender, replace such Lender by causing such Lender to (and such Lender shall)
assign pursuant to subsection 17.6(c) all of its rights and obligations under
this Agreement to a Lender or other entity selected by such Borrower and
acceptable to the applicable Agent for a purchase price equal to the outstanding
principal amount of such Lender's Loans and all accrued interest and fees and
other amounts payable hereunder; provided that (i) such Borrower shall have no
right to replace the applicable Agent, (ii) neither the applicable Agent nor any
Lender shall have any obligation to such Borrower to find a replacement Lender
or other such entity, (iii) in the event of a replacement of a Nonconsenting
Lender or a Lender to which such Borrower becomes obligated to pay additional
amounts pursuant to clause (a) of this subsection 9.9, in order for such
Borrower to be entitled to replace such a Lender, such replacement must take
place no later than 180 days after (A) the date the Nonconsenting Lender shall
have notified such Borrower and the applicable Agent of its failure to agree to
any requested consent, waiver or amendment or (B) the Lender shall have demanded
payment of additional amounts under one of the subsections described in clause
(a) of this subsection 9.9, as the case may be, and (iv) in no event shall the
Lender hereby replaced be


<PAGE>   79


                                                                              72


required to pay or surrender to such replacement Lender or other entity any of
the fees received by such Lender hereby replaced pursuant to this Agreement. In
the case of a replacement of a Lender to which the applicable Borrower becomes
obligated to pay additional amounts pursuant to clause (a) of this subsection
9.9, such Borrower shall pay such additional amounts to such Lender prior to
such Lender being replaced and the payment of such additional amounts shall be a
condition to the replacement of such Lender. In the event that (x) the
applicable Borrower or the applicable Agent has requested the Lenders to consent
to a departure or waiver of any provisions of the Loan Documents or to agree to
any amendment thereto, (y) the consent, waiver or amendment in question requires
the agreement of all Lenders in accordance with the terms of subsection 17.1 and
(z) the Required Lenders have agreed to such consent, waiver or amendment, then
any Lender who does not agree to such consent, waiver or amendment shall be
deemed a "Nonconsenting Lender." The applicable Borrower's right to replace a
Non-Funding Lender pursuant to this subsection 9.9 is, and shall be, in addition
to, and not in lieu of, all other rights and remedies available to such Borrower
against such Non-Funding Lender under this Agreement, at law, in equity, or by
statute.


                   SECTION 10. REPRESENTATIONS AND WARRANTIES

                  To induce the Agents and the Lenders to enter into this
Agreement and to make their respective Loans and to issue and participate in
Letters of Credit, Holdings, and the US Borrower (and each Foreign Subsidiary
Borrower, only as to itself, and its Subsidiaries) hereby represent and warrant
to the Agents and each Lender that:

                  10.1 Financial Condition. (a) The audited consolidated
financial statements of the US Borrower and its Subsidiaries, dated December 31,
1999, copies of which have been furnished to the Administrative Agent, have been
prepared using accounting methods, procedures and policies which, except as set
forth in Schedule 10.1(a), are in accordance with GAAP and present fairly in all
material respects the financial positions of the US Borrower and its
Subsidiaries on a consolidated basis as at the date thereof and the results of
operations and cash flows for the period then ended.

                  (b) The pro forma balance sheet of the US Borrower and its
Subsidiaries (the "Pro Forma Balance Sheet"), certified by a Responsible Officer
of the US Borrower, copies of which have been heretofore furnished to the
Administrative Agent, is, to the best knowledge of the US Borrower, the
unaudited consolidated balance sheet of the US Borrower as at December 31, 1999,
adjusted to give effect to (i) the Initial Public Offering, (ii) the WHB
Acquisition, (iii) the Commercial Products Business Transfer and (iv) the other
transactions contemplated hereby. The Pro Forma Balance Sheet was prepared based
on good faith assumptions and are based on the best information available to the
US Borrower as of the date of delivery thereof, and reflect on a pro forma
basis, in all material respects, the financial position of the US Borrower and
its Subsidiaries as at the Closing Date.

                  10.2 No Change. Since December 31, 1999 there has been no
Material Adverse Change.

<PAGE>   80
                                                                              73


                  10.3 Corporate Existence; Compliance with Law. Holdings and
each of its Subsidiaries (a) is duly organized or formed and validly existing or
subsisting under the laws of the jurisdiction of its organization, incorporation
or formation, (b) has the power and authority, and the legal right, to own and
operate its property, to lease the property it operates as lessee and to conduct
the business in which it is currently engaged, (c) is in good standing in the
jurisdiction of its organization, incorporation or formation and duly qualified
and in good standing under the laws of each other jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification, except to the extent in each case that the failure
to so qualify could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect and (d) is in compliance with all Requirements of Law
except to the extent that the failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Affect.

                  10.4 Corporate Power; Authorization; Enforceable Obligations.
Each Credit Party has the power and authority, and the legal right, to execute,
deliver and perform this Agreement, the Notes and the other Loan Documents to
which it is a party and, with respect to each Borrower, to borrow hereunder.
Each Credit Party has taken all necessary action to authorize the execution,
delivery and performance of this Agreement, the Notes and the other Loan
Documents to which it is a party, including the borrowings on the terms and
conditions of and the granting of any security interests under this Agreement,
the Notes and the other Loan Documents. No consent or authorization of, filing
with, notice to or other act by or in respect of, any Governmental Authority or
any other Person is required in connection with the borrowings under this
Agreement or with the execution, delivery, performance, validity or
enforceability of, or the granting of any security interests under, this
Agreement, the Notes or the other Loan Documents to which any Credit Party is a
party, except for (i) those set forth on Schedule 10.4, each of which have been
or will be made or taken and are or will be in full force and effect, (ii)
consents under immaterial Contractual Obligations or (iii) those referred to
subsection 10.19. This Agreement, the Notes and each of the other Loan Documents
has been duly executed and delivered on behalf of each Credit Party party
thereto. This Agreement, the Notes and each of the other Loan Documents
constitutes a legal, valid and binding obligation of the Credit Party party
thereto enforceable against such Credit Party in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

                  10.5 No Legal Bar. The execution, delivery and performance of
this Agreement, the Notes and the other Loan Documents, the borrowings hereunder
and thereunder and the use of the proceeds thereof will not violate any
Requirement of Law or any material Contractual Obligation of any Credit Party or
of any of their Subsidiaries.

                  10.6 No Material Litigation. Except as set forth in Schedule
10.6, no litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of Holdings or any
Borrower, threatened by or against any of the Credit Parties or any of their
Subsidiaries or against any of their respective properties or revenues (a) with
respect to this Agreement, the other Loan Documents, or any of the transactions
contemplated hereby or thereby or (b) which could reasonably be expected to have
a Material Adverse Effect.


<PAGE>   81


                                                                              74


                  10.7 No Default. None of the Credit Parties or any of their
Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect which could reasonably be expected to have a Material
Adverse Effect. No Default or Event of Default has occurred and is continuing.

                  10.8 Ownership of Property; Liens. Each of the Credit Parties
and their Subsidiaries has good and valid title in fee simple (or the
substantial equivalent thereof) to, or a valid leasehold interest in, as
applicable, all its material real and immovable property, and good title to, or
a valid leasehold interest in, all its other material property, and none of such
property is subject to any Lien except as permitted by subsection 13.3. Such
real and other properties comprise all of the material properties the use of
which is necessary for the conduct of Holdings' and its Subsidiaries' business
as presently conducted and as proposed to be conducted by it. As of the Closing
Date, the Fee Properties as listed on Part I of Schedule 10.19 constitute all
the material real and immovable properties owned by Holdings or its
Subsidiaries, and the Leased Properties as listed on Part II of Schedule 10.19
constitute all of the material real and immovable properties leased by Holdings
or its Subsidiaries.

                  10.9 Intellectual Property. Each of the Credit Parties and
their Subsidiaries owns, or is validly licensed to use, all trademarks,
tradenames, copyrights, technology, know-how and processes necessary for the
conduct of its business as currently conducted except for those of which the
failure to own or license could not reasonably be expected to have a Material
Adverse Effect (the "Intellectual Property"). To the knowledge of any Borrower
and Holdings, and except as set forth on Schedule 10.9, no claim has been
asserted and is pending by any Person challenging or questioning the use of any
such Intellectual Property or the validity or effectiveness of any such
Intellectual Property, nor do the Credit Parties know of any valid basis for any
such claim which could reasonably be expected to have a Material Adverse Effect.
The use of such Intellectual Property by the Credit Parties and their
Subsidiaries does not infringe on the rights of any Person, except for such
claims and infringements that, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.

                  10.10 Taxes. Except as set forth on Schedule 10.10, each of
the Credit Parties and their Subsidiaries has filed or caused to be filed all
federal and all other material tax returns which, to the knowledge of the Credit
Parties, are required to be filed and has paid all taxes shown to be due and
payable on said returns and all other material taxes, assessments, fees or other
charges imposed on it or any of its property by any Governmental Authority
(other than (i) any such taxes, assessments, fees or other charges the amount or
validity of which are currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been
provided on the books of the Credit Parties or their Subsidiaries, as the case
may be, (ii) taxes, assessments, fees or other charges imposed by any
Governmental Authority, other than income taxes imposed by any Governmental
Authority, with respect to which the failure to make payments could not, by
reason of the amount thereof or of remedies available to such Governmental
Authorities, reasonably be expected to have a Material Adverse Effect, and (iii)
taxes, assessments, fees or other charges covered by indemnities from third
parties that are reasonably expected to be collectible); and, to the knowledge
of the Credit Parties, no claim is being asserted with respect to any such tax,
fee or other charge other than those being contested in good faith by
appropriate proceedings and with respect to which


<PAGE>   82


                                                                              75


reserves in conformity with GAAP have been provided on the books of the Credit
Parties or their Subsidiaries, as the case may be.

                  10.11 US Federal Regulations. No part of the proceeds of any
Loans will be used for "purchasing" or "carrying" any "margin stock" within the
respective meanings of each of the quoted terms under Regulations T, U or X as
now and from time to time hereafter in effect or for any purpose which violates
the provisions of the regulations of the Board. If requested by any US Lender or
the Administrative Agent, the US Borrower will furnish to the Administrative
Agent and each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form U-1 or G-3 referred to in Regulation U.

                  10.12 ERISA. Except where the liability which could reasonably
be expected to result, individually or in the aggregate, has not had or could
not reasonably be expected to have a Material Adverse Effect: (i) neither a
Reportable Event nor an "accumulated funding deficiency" (within the meaning of
Section 412 of the Code or Section 302 of ERISA) has occurred during the
five-year period prior to the date on which this representation is made or
deemed made with respect to any Single Employer Plan; (ii) each Plan (other than
a Multiemployer Plan) has complied in all material respects with the applicable
provisions of ERISA and the Code; (iii) no termination of a Single Employer Plan
has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has
arisen and remains outstanding, during such five-year period; (iv) the present
value of all accrued benefits under each Single Employer Plan (based on those
assumptions used to fund such Plans) did not, as of the last annual valuation
date prior to the date on which this representation is made or deemed made,
exceed the value of the assets of such Plan allocable to such accrued benefits
by an amount which could reasonably be expected to have a Material Adverse
Effect; (v) none of the Credit Parties nor any Commonly Controlled Entity has
had a complete or partial withdrawal from any Multiemployer Plan, and, to the
knowledge of the Credit Parties, no such complete or partial withdrawal is
expected to occur which would cause any of the Credit Parties or any Commonly
Controlled Entity to become subject to any liability under ERISA; and (vi) no
such Multiemployer Plan is in Reorganization or Insolvent.

                  10.13 Non-US Benefit and Pension Plans. (a) Except where the
liability, individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect, (i) the Canadian Pension Plans are duly
registered under the provisions of the ITA and any other Requirements of Law
applicable to a Credit Party and no event has occurred which is reasonably
likely to cause the loss of such registered status; (ii) the Canadian Pension
Plans and the Canadian Benefits Plans have been administered in accordance with
the ITA and all other Requirements of Law applicable to a Credit Party; (iii)
all material obligations of each Credit Party (including fiduciary and funding
obligations) required to be performed in connection with the Canadian Pension
Plans and the funding media therefor have been performed; (iv) there have been
no improper withdrawals or applications of the assets of the Canadian Pension
Plans or the Canadian Benefit Plans; and (v) except as disclosed in Schedule
10.13 as of the most current evaluation date (as the same may be updated at such
time), each of the Canadian Pension Plans is fully funded and there exist no
going concern unfunded actuarial liabilities or solvency deficiencies in respect
of such plans.


<PAGE>   83


                                                                              76


                  (b) Except as could not reasonably be expected to have a
Material Adverse Effect, the US Borrower and its Subsidiaries are in compliance
in all material respects with the laws, regulations and terms applicable to them
in respect of all pension and employee benefit plans of, or maintain, for the
benefit of employees of, the Foreign Subsidiaries of the US Borrower.

                  10.14 Investment Company Act; Other Regulations. Neither
Holdings nor any of its Subsidiaries is an "investment company", or a company
"controlled" by an "investment company", within the meaning of the Investment
Company Act of 1940, as amended. No Borrower is subject to regulation under any
Requirement of Law which limits its ability to incur Indebtedness.

                  10.15 Subsidiaries, Etc. As of the Closing Date, the only
Subsidiaries of Holdings, and the only Person in which Holdings or any of its
Subsidiaries has an interest are those listed on Schedule 10.15. As of the date
hereof, Holdings owns the percentage of the Capital Stock or other evidences of
the ownership of each Person listed on Schedule 10.15 as set forth on such
Schedule. As of the date hereof, no such Subsidiary has issued any securities
convertible into shares of its Capital Stock to any Person other than Holdings
or its Subsidiaries, and the outstanding stock and securities (or other evidence
of ownership) of such Persons owned by Holdings and its Subsidiaries are so
owned free and clear of all Liens, warrants, options or rights of others of any
kind except as permitted by subsection 13.3 or subsection 13.6.

                  10.16 Environmental Matters. After taking into account
environmental indemnities from third parties reasonably expected to be
collectible:

                  (a) The facilities and properties owned, leased or operated by
Holdings or any of its Subsidiaries (the "Properties") do not contain, and, to
the knowledge of the US Borrower and Holdings, have not previously contained,
any Materials of Environmental Concern in amounts or concentrations or under
such conditions which (i) constitute or constituted a violation of, or could
reasonably be expected to give rise to liability under, any Environmental Law in
effect at the time of the making of this representation, (ii) could materially
and adversely interfere with the continued operation of the Properties, or (iii)
materially impair the fair saleable value thereof except in each case insofar as
such violation, liability, interference, or reduction in fair market value, or
any aggregation thereof, could not reasonably be expected to have a Material
Adverse Effect.

                  (b) The business of Holdings and its Subsidiaries, the
Properties and all operations at the Properties are, and to the knowledge of the
US Borrower and Holdings have been, in compliance in all material respects with
all applicable Environmental Laws except for noncompliance which could not
reasonably be expected to have a Material Adverse Effect.

                  (c) Neither Holdings nor any of its Subsidiaries has received
any written notice of violation, alleged violation, non-compliance, liability or
potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Properties or the business of
Holdings and its Subsidiaries, nor does Holdings or any Borrower have knowledge
or reason to believe that any such notice will be received or is being
threatened



<PAGE>   84


                                                                              77


except insofar as such notice or threatened notice, or any aggregation thereof,
does not involve a matter or matters that could reasonably be expected to have a
Material Adverse Effect.

                  (d) Materials of Environmental Concern have not been
transported or disposed of from the Properties in violation of, or in a manner
or to a location which could reasonably be expected to give rise to liability
under, any Environmental Law in effect at the time of the making of this
representation, nor have any Materials of Environmental Concern been generated,
treated, stored or disposed of at, on or under any of the Properties in
violation of, or in a manner that could reasonably be expected to give rise to
liability under, any applicable Environmental Law in effect at the time of the
making of this representation except insofar as any such violation or liability
referred to in this paragraph, or any aggregation thereof, could not reasonably
be expected to have a Material Adverse Effect.

                  (e) No judicial proceeding or governmental or administrative
action is pending or, to the knowledge of any Borrower or Holdings, threatened,
under any Environmental Law to which Holdings or any Subsidiary is or will be
named as a party with respect to the Properties or the business of Holdings and
its Subsidiaries, nor are there any consent decrees or other decrees, consent
orders, administrative orders or other orders, or other administrative or
judicial requirements outstanding under any Environmental Law with respect to
the Properties or the business of Holdings and its Subsidiaries except insofar
as such proceeding, action, decree, order or other requirement, or any
aggregation thereof, could not reasonably be expected to have a Material Adverse
Effect.

                  (f) There has been no release or, to the knowledge of the US
Borrower and Holdings, threat of release of Materials of Environmental Concern
at or from the Properties, or arising from or related to the operations of
Holdings or any Subsidiary in connection with the Properties or otherwise in
connection with the business of Holdings and its Subsidiaries, in violation of
or in amounts or in a manner that could reasonably be expected to give rise to
liability under Environmental Laws in effect at the time of making this
representation except insofar as any such violation or liability referred to in
this paragraph, or any aggregation thereof, could not reasonably be expected to
have a Material Adverse Effect.

                  10.17 Delivery of WHB Acquisition Document. The US Borrower
has delivered to the Administrative Agent a complete copy of the WHB Acquisition
Document (including all exhibits, schedules and disclosure letters referred to
therein or delivered pursuant thereto, if any) and all amendments thereto,
waivers relating thereto and other side letters or agreements affecting the
terms thereof.

                  10.18 Disclosure. No information, financial statement, report,
certificate or other document prepared or furnished by or on behalf of any
Credit Party to any Agent or any Lender in connection with this Agreement or any
other Loan Document (but excluding all projections and pro forma financial
statements which shall have been prepared in good faith and based upon
reasonable assumptions at the time made) contains any untrue statement of a
material fact or omits to state any material fact necessary to make the
statements herein or therein not materially misleading. As of the Closing Date,
there is no fact known to the US Borrower or Holdings (other than general
economic conditions, which conditions are commonly known and affect


<PAGE>   85


                                                                              78


businesses generally) which has, or which could reasonably be expected to have,
in the reasonable judgment of such Credit Party, a Material Adverse Effect.

                  10.19 Guarantee and Collateral Agreement; Mortgages. (a) The
Guarantee and Collateral 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 Pledged Securities described therein
and proceeds thereof and all actions have been taken to cause the Liens created
by the Guarantee and Collateral Agreement to constitute a fully perfected first
Lien on, and security interest in, all right, title and interest of Holdings,
and its Domestic Subsidiaries, respectively, in such Pledged Securities
described therein and in proceeds thereof superior in right to any other Person
other than Liens permitted hereby.

                  (b) The Guarantee and Collateral 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
described therein and proceeds thereof, and the Liens created by the Guarantee
and Collateral Agreement constitute fully perfected, first priority Liens on,
and security interests in, all right, title and interest of Holdings, and its
Domestic Subsidiaries in such collateral and the proceeds thereof superior in
right to any other Person other than Liens permitted hereby.

                  (c) As of the Closing Date, the properties listed on Schedule
10.19 constitute all material real properties owned by Holdings or any of its
Subsidiaries. The Mortgages are each effective to create in favor of the
Collateral Agent, for the benefit of the Secured Parties, a legal, valid and
enforceable Lien on the properties described therein owned by the US Borrower
and its Domestic Subsidiaries and proceeds thereof, subject to obtaining
necessary consents and, the Mortgages shall constitute a fully perfected, first
priority Lien on, and security interest in, all right, title and interest of the
US Borrower and its Domestic Subsidiaries in the Mortgaged Properties and the
proceeds thereof, superior in right to any other Person other than Liens
permitted hereby.

                  (d) Each other Loan Document to which any Credit Party is a
party and which purports to grant a Lien on any property of such Credit Party to
secure the applicable Obligations is effective to create in favor of the
applicable Agent, for the benefit of the applicable Lenders, a legal, valid and
enforceable security interest in the respective collateral described therein and
proceeds thereof, and when appropriate filings and notices have been taken or
given, the Liens created by such Loan Document shall constitute fully perfected,
first priority Liens on, and security interests in, all right, title and
interest of such Credit Party in such collateral and the proceeds thereof
superior in right to any other Person other than Liens permitted hereby.

                  10.20 Solvency. Each of Holdings and each Borrower is,
individually and together with its Subsidiaries, Solvent.

                  10.21 No Fees. Neither Holdings nor any Subsidiary is under
any obligation to pay any broker's fees, finder's fee, commission, transaction
fee or expenses, other than customary professional fees and expenses, in
connection with the transactions contemplated by


<PAGE>   86


                                                                              79


this Agreement or the WHB Acquisition Document other than fees and expenses
listed on Schedule 10.21.

                  10.22 Insurance. The insurance maintained by or reserved
against on the books of Holdings, the Borrowers and their respective
Subsidiaries is sufficient to protect Holdings and its Subsidiaries against such
risks as are usually insured against in the same general area by Persons engaged
in the same or similar business. None of the Credit Parties or any of their
Subsidiaries is in material default under any provisions of any such policy of
insurance or has received notice of cancellation of any such insurance (other
than in connection with the replacement of any such policy). None of the Credit
Parties or any of their Subsidiaries has made any claims under any policy of
insurance with respect to which the insurance carrier has denied liability,
except as could not reasonably be expected to have a Material Adverse Effect.


                        SECTION 11. CONDITIONS PRECEDENT

                  11.1 Conditions to Closing Date. The effectiveness of this
Agreement is subject to the satisfaction of the following conditions precedent:

                  (a) Agreement; Guarantee and Collateral Agreement. The
         Administrative Agent shall have received (i)(A) from Holdings, the US
         Borrower and the Foreign Subsidiary Borrowers, counterparts of this
         Agreement and (B) from each Lender, an Addendum in the form of Exhibit
         D, signed on behalf of such Lender, and (ii) from Holdings, the US
         Borrower and each relevant Subsidiary thereof, the Guarantee and
         Collateral Agreement or any other security documents reasonably
         satisfactory to the Administrative Agent, signed on behalf of each such
         Person.

                  (b) Initial Public Offering. The gross cash proceeds from the
         Initial Public Offering shall not be less than $850,000,000.

                  (c) Acquisition. The WHB Acquisition shall have been
         consummated for an aggregate purchase price of approximately
         $210,000,000 under a stock purchase (the "WHB Acquisition Document")
         reasonably satisfactory to the Administrative Agent and in a manner
         substantially in compliance with the WHB Acquisition Document and all
         applicable Requirements of Law.

                  (d) Stock Transfer. The transfer of the stock of certain
         Foreign Subsidiaries of the US Borrower comprising its commercial
         products businesses to certain existing shareholders of Holdings (the
         "Commercial Product Business Transfer") shall have been consummated
         subject to certain Indebtedness consisting of ten-year unsecured senior
         subordinated, non-cash pay promissory notes (the "Commercial Products
         Notes") having an initial aggregate principal amount of approximately
         $124,000,000 and having terms as shall be reasonably satisfactory to
         the Administrative Agent.

                  (e) Fees. The Lenders, the Administrative Agent and the
         Syndication Agents shall have received all fees required to be paid in
         connection herewith, and all expenses


<PAGE>   87


                                                                              80


         for which invoices have been presented (including the fees and expenses
         of legal counsel in connection with the Existing Credit Agreement and
         this Agreement), on or before the Closing Date.

                  (f) Consents. (i) All governmental and third party approvals
         necessary or, in the reasonable discretion of the Administrative Agent,
         advisable in connection with this Agreement, the transactions
         contemplated hereby and the continuing operations of the US Borrower
         and its Subsidiaries shall have been obtained and be in full force and
         effect, and (ii) all applicable waiting periods shall have expired
         without any action being taken or threatened by any competent
         Governmental Authority that would restrain, prevent or otherwise impose
         adverse conditions on the transactions contemplated herein or the
         financing thereof.

                  (g) Financial Statements. The Lenders shall have received the
         financial statements referred to in subsection 10.1(a).

                  (h) Balance Sheet. The Lenders shall have received the Pro
         Forma Balance Sheet.

                  (i) Projections. The Lenders shall have received projections
         for fiscal years of the US Borrower and its Subsidiaries for the period
         from the Closing Date through the final maturity of the Term Loans,
         prepared on a pro forma basis giving effect to (i) the Initial Public
         Offering, (ii) the Commercial Products Business Transfer, (iii) the WHB
         Acquisition and (iv) the other transactions contemplated hereby.

                  (j) Opinions. The Lenders shall have received such legal
         opinions (including an opinion (A) from counsel to the US Borrower and
         its Subsidiaries and (B) from such special and local counsel as may be
         reasonably required by the Administrative Agent), documents and other
         instruments as are customary for transactions of this type or as they
         may reasonably request.

                  (k) WHB Acquisition. The Administrative Agent shall have
         received any information reasonably requested by it with respect to
         environmental matters relating to WHB, the supply and other
         arrangements of Holdings and its subsidiaries in connection with the
         WHB Acquisition and the Commercial Products Business Transfer.

                  (l) Existing Credit Agreement. All loans outstanding, interest
         thereon and other amounts due and payable under the Existing Credit
         Agreement and under each other agreement related thereto shall have
         been repaid in full (other than the Existing Letters of Credit, all of
         which shall be assumed under this Agreement).

                  (m) Corporate Proceedings of the Credit Parties. The
         Administrative Agent shall have received a copy of the resolutions, in
         form and substance reasonably satisfactory to the Administrative Agent,
         of the Board of Directors or duly authorized committee of each of
         Holdings, each Borrower and its applicable Subsidiaries authorizing (i)
         the execution, delivery and performance of this Agreement and the other
         Loan Documents to which it is


<PAGE>   88


                                                                              81


         a party, (ii) the borrowings contemplated hereunder, and (iii) if
         applicable, the Initial Public Offering, the WHB Acquisition and the
         Commercial Product Business Transfer, certified by the Secretary,
         Assistant Secretary, or comparable officer of such Person as of the
         Closing Date, which resolutions and certificates shall be in form and
         substance reasonably satisfactory to the Administrative Agent.

                  (n) Incumbency Certificates. The Administrative Agent shall
         have received a certificate of the Secretary, Assistant Secretary or
         comparable officer of each of Holdings, each Borrower and its
         applicable Subsidiaries, dated the Closing Date, as to the incumbency
         and signature of the officers of such Person executing this Agreement
         and any certificate or other document to be delivered by it pursuant
         hereto and thereto, together with evidence of the incumbency of such
         Secretary, Assistant Secretary, or comparable officer.

                  (o) Perfection Certificate. The Administrative Agent shall
         have received a Perfection Certificate in the form of Exhibit B duly
         completed by US Borrower and its Subsidiaries that are Credit Parties.

                  (p) Closing Certificate. The Administrative Agent shall have
         received a Closing Certificate substantially in the form of Exhibit C
         hereto and dated the Closing Date, executed by a Responsible Officer of
         the US Borrower and Holdings.

                  (q) Mortgages. The Administrative Agent shall have received a
         Mortgage with respect to each Mortgaged Property, executed and
         delivered by a duly authorized officer of each party thereto.

                  11.2 Conditions to Each Loan. The agreement of each applicable
Lender to make any Loan requested to be made by it on any date (including the
Closing Date) or of the Issuing Lender to issue any Letter of Credit is subject
to the satisfaction of the following conditions precedent:

                  (a) Representations and Warranties. Each of the
         representations and warranties made by the Credit Parties and their
         Subsidiaries in or pursuant to the Loan Documents shall be true and
         correct in all material respects on and as of such date as if made on
         and as of such date, except for any representation and warranty which
         is expressly made as of an earlier date, which representation and
         warranty shall have been true and correct in all material respects as
         of such earlier date.

                  (b) No Default. No Default or Event of Default shall have
         occurred and be continuing on such date or after giving effect to the
         Loans requested to be made, or Letter of Credit requested to be issued,
         on such date.

                  (c) Letter of Credit Application. With respect to the issuance
         of any Letter of Credit, the Issuing Lender shall have received a
         Letter of Credit Application, completed to its reasonable satisfaction
         and duly executed by a Responsible Officer; provided that if such
         Letter of Credit is being issued to support the repayment of any
         Indebtedness of any


<PAGE>   89

                                                                              82


         Subsidiary of any Borrower, such Subsidiary shall also execute such
         Letter of Credit Application and shall agree to be jointly and
         severally liable with the applicable Borrower for any and all
         obligations arising under or in connection with such Letter of Credit
         or the Letter of Credit Application related thereto; provided that such
         Subsidiary shall not be required to execute such Letter of Credit
         Application and shall not be jointly and severally liable if such
         liability could reasonably be expected to result in any adverse tax
         liability under applicable Requirements of Law.

Each borrowing by a Borrower hereunder and issuance of any Letter of Credit
shall constitute a representation and warranty by Holdings, US Borrower and the
applicable Borrower as of the date of such Loan or issuance, as the case may be,
that the conditions contained in this subsection 11.2 have been satisfied.


                        SECTION 12. AFFIRMATIVE COVENANTS

                  The US Borrower, each Foreign Subsidiary Borrower, only as to
itself and its Subsidiaries, and Holdings each hereby agrees that, so long as
any Commitment remains in effect, any Loan remains outstanding and unpaid, any
Letter of Credit is outstanding, or any other Obligations are owing to any
Secured Party, the US Borrower, each Foreign Subsidiary Borrower, only as to
itself and its Subsidiaries, and Holdings shall and (except in the case of
delivery of financial information, reports and notices) shall cause each of its
Subsidiaries to:

                  12.1 Financial Statements. Furnish to each Lender:

                  (a) as soon as available, but in any event within 90 days
         after the end of each fiscal year of US Borrower, a copy of the
         consolidated (and unaudited consolidating) balance sheet of US Borrower
         as at the end of such year and the consolidated (and unaudited
         consolidating) statements of income and retained earnings and
         consolidated statement of cash flows for such year, setting forth in
         each case in comparative form the figures for the previous year,
         reported on without a "going concern" or like qualification or
         exception, or qualification arising out of the scope of the audit, by
         independent certified public accountants of nationally recognized
         standing; and

                  (b) as soon as available, but in any event not later than 45
         days after the end of each of the first three (3) quarterly periods of
         each fiscal year of US Borrower, the unaudited consolidating and
         consolidated balance sheet of US Borrower as at the end of such quarter
         and the related unaudited consolidating and consolidated statements of
         income and retained earnings and consolidated statement of cash flows
         of US Borrower for such quarter and the portion of the fiscal year
         through the end of such quarter, setting forth in each case in
         comparative form (i) the figures for the previous year and (ii) the
         figures set forth in the relevant budgets required to be delivered in
         accordance with subsection 12.2(c);

all such financial statements shall fairly present in all material respects the
consolidated financial position of the US Borrower and its Subsidiaries as of
such date and shall be prepared in


<PAGE>   90


                                                                              83


reasonable detail and in accordance with GAAP applied consistently throughout
the periods reflected therein and with prior periods (except as approved by such
accountants or Responsible Officer, as the case may be, and disclosed therein).

                  12.2 Certificates; Other Information. Furnish to each Lender:

                  (a) concurrently with the delivery of the financial statements
         referred to in subsection 12.1(a), a certificate of the independent
         certified public accountants reporting on such financial statements
         stating that in making the examination necessary therefor no knowledge
         was obtained of any Default or Event of Default relating to the
         covenants contained in subsection 13.1, except as specified in such
         certificate.

                  (b) concurrently with the delivery of the financial statements
         referred to in subsections 12.1(a) and 12.1(b), a certificate of a
         Responsible Officer (i) stating that, to such Responsible Officer's
         knowledge, each of Holdings and the US Borrower and its Subsidiaries
         during such period has observed or performed all of its covenants and
         other agreements, and satisfied every condition, contained in this
         Agreement, in the Notes and the other Loan Documents to which it is a
         party to be observed, performed or satisfied by it, in all material
         respects, and that such Responsible Officer has obtained no knowledge
         of any Default or Event of Default except as specified in such
         certificate, (ii) stating that all such financial statements fairly
         present in all material respects (subject, in the case of interim
         statements, to normal year-end audit adjustments) and have been
         prepared in reasonable detail and in accordance with GAAP applied
         consistently throughout the periods reflected therein (except as
         disclosed therein) and (iii) showing in detail the calculations
         supporting such statement in respect of subsections 13.1, 13.8 and
         13.9;

                  (c) as soon as available but not later than forty-five (45)
         days subsequent to the end of each fiscal year of US Borrower, a copy
         of the projections by US Borrower of the operating budget and cash flow
         budget of US Borrower and its Subsidiaries for the succeeding fiscal
         year, such projections to be accompanied by a certificate of a
         Responsible Officer to the effect that such projections have been
         prepared in good faith and based upon reasonable assumptions as of the
         date thereof;

                  (d) within five (5) days after the same are filed, copies of
         all financial statements and reports which Holdings or any Subsidiary
         may make to, or file with, the Securities and Exchange Commission or
         any successor or analogous Governmental Authority;

                  (e) concurrently with the delivery of the financial statements
         referred to in subsections 12.1(a) and 12.1(b), a listing of
         applications filed for the registration of any Copyright, Patent or
         Trademark with the United States Patent and Trademark Office or any
         similar office or agency in any other country or any political
         subdivision thereof by any Credit Party, either by itself or through an
         agent, employee, licensee or designee, during the period covered by
         such financial statements;

                  (f) concurrently with the delivery of the financial statements
         referred to in subsections 12.1(a) and 12.1(b), each Instrument or
         Chattel Paper (as each such term is


<PAGE>   91


                                                                              84


         defined in the Guarantee and Collateral Agreement) in excess of
         $2,000,000 not previously delivered to the Collateral Agent to be held
         pursuant to the Guarantee and Collateral Agreement; and

                  (g) promptly, such additional financial and other information
         as any Lender may from time to time reasonably request.

                  12.3 Payment of Obligations. Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all its material obligations of whatever nature, except where (i) such
payment is not overdue by more than sixty (60) days or (ii) the amount or
validity thereof is currently being contested in good faith by appropriate
proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of Holdings or its Subsidiaries, as the case may be;
provided that, notwithstanding the foregoing, Holdings and each of its
Subsidiaries shall have the right to pay any such obligation and in good faith
contest, by proper legal actions or proceedings, the validity or amount of such
claims.

                  12.4 Conduct of Business and Maintenance of Existence. (a)
         Except as provided in subsection 13.5, continue to engage in business
         of the same general type as now conducted by it and preserve, renew and
         keep in full force and effect its existence and take all reasonable
         action to maintain all rights, privileges and franchises necessary or
         desirable in the normal conduct of its business except for any failure
         to preserve and maintain such privileges, rights or franchises that
         could not reasonably be expected to have a Material Adverse Effect.

                  (b) Comply with all Contractual Obligations and Requirements
         of Law except to the extent that failure to comply therewith could not,
         in the aggregate, reasonably be expected to have a Material Adverse
         Effect.

                  12.5 Maintenance of Property; Insurance. Keep all property
(including the Mortgaged Properties) useful and necessary in its business in
good working order and condition (ordinary wear and tear and casualty or
condemnation excepted); maintain with financially sound and reputable insurance
companies insurance on all its property in at least such amounts and against at
least such risks as are usually insured against in the same general area by
companies engaged in the same or a similar business or as otherwise reasonably
requested by the Administrative Agent; and furnish to each Lender, upon written
request, full information as to the insurance carried, except to the extent that
the failure to do any of the foregoing with respect to any such property could
not reasonably be expected to materially adversely affect the value or
usefulness of such property.

                  12.6 Inspection of Property; Books and Records; Discussions.
Keep proper books of records and account in which full, true and correct entries
in all material respects in conformity with GAAP and all Requirements of Law
shall be made of all material dealings and transactions in relation to its
business and activities; and permit representatives of any Lender to visit and
inspect any of its properties and examine and make abstracts from any of its
books and records upon reasonable advance notice at any reasonable time on any
Business Day and as often


<PAGE>   92


                                                                              85


as may reasonably be desired and to discuss the business, operations, properties
and financial and other condition of Holdings and its Subsidiaries with officers
and employees of Holdings and its Subsidiaries and with its independent
certified public accountants; provided that the Administrative Agent or such
Lender shall notify US Borrower prior to any contact with such accountants and
give US Borrower the opportunity to participate in such discussions.

                  12.7 Notices. Promptly give notice to the Administrative Agent
and each Lender of:

                  (a) the occurrence of any Default or Event of Default;

                  (b) any (i) default or event of default under any Contractual
         Obligation of Holdings or any of its Subsidiaries or (ii) litigation,
         investigation or proceeding which may exist at any time between
         Holdings or any of its Subsidiaries and any Governmental Authority,
         which in either case, if not cured or if adversely determined, as the
         case may be, could reasonably be expected to have a Material Adverse
         Effect;

                  (c) the following events, if, individually or in the
         aggregate, the liability that could reasonably be expected to result
         would be material to Holdings and its Subsidiaries, taken as a whole:
         (i) the occurrence or expected occurrence of any Reportable Event with
         respect to any Single Employer Plan, a failure to make any required
         contribution to a Plan, the creation of any Lien in favor of the PBGC
         or a Single Employer Plan or any withdrawal from, or the termination,
         Reorganization or Insolvency of, any Multiemployer Plan or (ii) the
         institution of proceedings or the taking of any other action by the
         PBGC or the US Borrower or any Commonly Controlled Entity or any
         Multiemployer Plan with respect to the withdrawal from, or the
         terminating, Reorganization or Insolvency of, any Single Employer Plan
         or Multiemployer Plan;

                  (d) the occurrence of any Material Adverse Change; and

                  (e) the receipt by Holdings or any Subsidiary of any
         complaint, order, citation, notice or other written communication from
         any Person with respect to the existence or alleged existence of a
         violation of any Environmental Laws or Materials of Environmental
         Concern or any other environmental matter including the occurrence of
         any spill, discharge or release in a quantity that is reportable under
         any Environmental Law on any Mortgaged Property or any other property
         owned, leased or utilized by Holdings or any Subsidiary of Holdings but
         only to the extent that such complaint, order, citation, notice or
         written communication individually or in the aggregate could reasonably
         be expected to result in Holdings and its Subsidiaries incurring
         material liability or a material obligation under any Environmental
         Law.

Each notice pursuant to this subsection shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action Holdings or the applicable Commonly Controlled Entity
proposes to take with respect thereto.


<PAGE>   93


                                                                              86


                  12.8 Benefit and Pension Plans. The US Borrower shall deliver
to the Administrative Agent, if requested by the Administrative Agent, acting
reasonably, promptly after the filing thereof with any applicable Governmental
Authority, copies of any annual and other return, report or valuation with
respect to each pension or benefit plan of, or for the benefit of any employees
of, the US Borrower or any of its Subsidiaries prepared by them or at their
direction, and promptly after receipt thereof, a copy of any direction, notice
or other communication in respect of any breach of any Requirement of Law, which
would have the effect of increasing in any material respect for the US Borrower
and its Subsidiaries taken as a whole the funding obligation in respect of any
such plan, or which could reasonably be expected to result in the imposition of
any Lien on any of the properties or assets of the US Borrower or any of its
Subsidiaries, and any order or ruling that it may receive from any applicable
Governmental Authority with respect to any such plan.

                  12.9 Environmental Laws.

                  (a) Comply with, and will use commercially reasonable efforts
         to ensure compliance by all tenants and subtenants, if any, with, all
         applicable Environmental Laws, except to the extent that the failure to
         comply therewith could not reasonably be expected to have a Material
         Adverse Effect; and

                  (b) Conduct and complete (or cause to be conducted and
         completed) all investigations, studies, sampling and testing, and all
         remedial, removal and other actions required by Environmental Laws and
         in a timely fashion comply with all lawful orders and directives of all
         Governmental Authorities regarding Environmental Laws except to the
         extent that the failure to comply therewith could not reasonably be
         expected to have a Material Adverse Effect.

                  12.10 Pledge of After Acquired Property. If at any time
following the Closing Date the US Borrower or any of its Domestic Subsidiaries
shall acquire property with a monetary value on the date of such acquisition in
excess of the Equivalent Amount of $5,000,000 in the aggregate, the US Borrower
and any such Domestic Subsidiary shall grant to the Collateral Agent for the
ratable benefit of the Secured Parties a first priority or first ranking Lien on
and security interest in such property as collateral security for the
Obligations pursuant to documentation reasonably satisfactory to the Collateral
Agent and take such actions as the Collateral Agent shall reasonably require to
ensure the priority and perfection of such Lien, provided that (i) only 65% of
the voting Capital Stock of any direct Foreign Subsidiary of the US Borrower or
its Domestic Subsidiaries need be so pledged, (ii) with respect to real or
immovable property, only fee owned real estate or immovable property in excess
of $5,000,000 need be mortgaged, and (iii) property subject to restrictions or
limitations of the type permitted under subsection 13.14(a)(ii) or (iii) need
not be so pledged.

                  12.11 Pledge During Event of Default. At any time during the
continuance of an Event of Default, upon the request of the applicable Agent,
grant to the applicable Agent for the ratable benefit of the Secured Parties a
first priority or first ranking Lien on and security interest in any
unencumbered property of any Borrower and its Subsidiaries of any nature
whatsoever, as collateral security for the applicable Obligations, pursuant to
documentation reasonably


<PAGE>   94


                                                                              87


satisfactory to the applicable Agent and take such actions as the applicable
Agent shall reasonably require to ensure the priority and perfection of such
Lien, provided, however, that if the grant of such Lien would be reasonably
likely to result in any adverse tax liability (as determined by Holdings and
agreed to by the applicable Agent), the property pledged pursuant hereto will be
that property which can be pledged without incurring such liability; provided,
further, that (i) only 65% of the voting Capital Stock of any direct Foreign
Subsidiary of the US Borrower or its Domestic Subsidiaries need be so pledged
and (ii) no voting Capital Stock of any indirect Foreign Subsidiary of the US
Borrower and its Domestic Subsidiaries need be so pledged unless such Foreign
Subsidiary is also a direct Subsidiary of a Foreign Subsidiary Borrower and such
pledge is only to secure the applicable Obligations of such Foreign Subsidiary
Borrower, in which case subsection 12.12 shall be complied with.

                  12.12 Additional Subsidiaries. If, at any time after the date
of this Agreement, any Borrower or any Domestic Subsidiary of the US Borrower
shall form any new Subsidiary, such Borrower or such Subsidiary, as the case may
be, shall (i) if such Subsidiary is a Domestic Subsidiary of the US Borrower,
(x) cause such new Subsidiary to guarantee the Obligations and (y) pledge to the
applicable Agent all of the Capital Stock of such Subsidiary owned by the US
Borrower or any of its Subsidiaries to secure the relevant obligations under the
Loan Documents, (ii) if such Subsidiary is a direct Foreign Subsidiary of the US
Borrower or its Domestic Subsidiaries, except as set forth in clause (iii)
below, pledge 65% of the voting Capital Stock of such Subsidiary and (iii) if
such Subsidiary is a Future Foreign Subsidiary Borrower or a direct Subsidiary
of any Foreign Subsidiary Borrower, cause 100% of the Capital Stock of such
Subsidiary (to the extent owned by the US Borrower, any Domestic Subsidiary of
the US Borrower or any Foreign Subsidiary Borrower) to be pledged to the
applicable Agent to secure the relevant obligations of the relevant Foreign
Subsidiary Borrower under the Loan Documents. Each pledge shall be accompanied
by such resolutions, incumbency certificates and legal opinions as are
reasonably requested by the applicable Agent.

                  12.13 Intellectual Property. Upon request of the applicable
Agent, the Credit Parties shall execute and deliver any and all agreements,
instruments, documents, and papers as the Collateral Agent may reasonably
request to evidence the Agent's security interest in any Copyright, Patent or
Trademark or such Intellectual Property and the goodwill and general intangibles
of such Credit Party relating thereto or represented thereby.

                  12.14 Use of Proceeds. Use the Revolving Credit Commitments to
finance the Transactions and for general corporate purposes of the US Borrower
and its Subsidiaries. Use the Chips Term Loans solely to refinance reimbursement
obligations of the US Borrower under the Chips Letter of Credit. Use the Tranche
B Term Loans to finance the Transactions.

                  12.15 Change in Location, Names, etc. Neither the US Borrower
nor any Domestic Subsidiary will, except on not less than 15 days' prior written
notice to the Collateral Agent under the Guarantee and Collateral Agreement and
delivery of all additional executed financing statements and other documents
reasonably requested by the Collateral Agent to maintain the validity,
perfection and priority of the security interests provided for in the Guarantee
and Collateral Agreement: (i) permit any of the Inventory and Equipment to be
kept at a location other than those listed on the schedules to the Guarantee and
Collateral Agreement, (ii)


<PAGE>   95


                                                                              88


change the location of its chief executive office from that referred to in the
Guarantee and Collateral Agreement; or (iii) change its name, identity or
corporate structure to such an extent that any financing statement filed by the
Collateral Agent in connection with this Agreement would become misleading.


                         SECTION 13. NEGATIVE COVENANTS

                  The US Borrower, each Foreign Subsidiary Borrower, only as to
itself and its Subsidiaries, and Holdings each hereby agrees that, so long as
any Commitment remains in effect, any Loan remains outstanding and unpaid, any
Letter of Credit is outstanding or any other Obligations are owing to any
Secured Party, the US Borrower, each Foreign Subsidiary Borrower, only as to
itself and its Subsidiaries, and Holdings shall not, and (except with respect to
subsection 13.1) shall not permit any of its Subsidiaries to, directly or
indirectly:

                  13.1 Financial Condition Covenants.

                  (a) Interest Coverage. Permit the Interest Coverage Ratio of
         the US Borrower for any period of four consecutive calendar quarters
         ending at the end of the calendar quarters set forth below to be less
         than the ratio set forth opposite such calendar quarter below:

<TABLE>
<CAPTION>
         Calendar Quarter                    Interest Coverage Ratio
         ----------------                    -----------------------
<S>               <C>                        <C>
         2000     2nd                                 2.25 to 1.00
                  3rd                                 2.25 to 1.00
                  4th                                 2.50 to 1.00

         2001     1st                                 2.75 to 1.00
                  2nd                                 2.75 to 1.00
                  3rd                                 2.75 to 1.00
                  4th                                 2.75 to 1.00

         2002     1st                                 3.00 to 1.00
                  2nd                                 3.00 to 1.00
                  3rd                                 3.00 to 1.00
                  4th                                 3.00 to 1.00

         2003     1st                                 3.00 to 1.00
                  2nd                                 3.00 to 1.00
                  3rd                                 3.00 to 1.00
                  4th                                 3.00 to 1.00

         2004     1st                                 3.25 to 1.00
                  2nd                                 3.25 to 1.00
                  3rd                                 3.25 to 1.00
                  4th                                 3.25 to 1.00
</TABLE>


<PAGE>   96


                                                                              89


<TABLE>
<S>               <C>                        <C>
         2005     1st                                 3.50 to 1.00
                  2nd                                 3.50 to 1.00
                  3rd                                 3.50 to 1.00
                  4th                                 3.50 to 1.00

         2006     1st                                 3.50 to 1.00
                  2nd                                 3.50 to 1.00
                  3rd                                 3.50 to 1.00
                  4th                                 3.50 to 1.00

         2007     1st                                 3.50 to 1.00
                  2nd                                 3.50 to 1.00
</TABLE>

         ; provided, that for purposes of determining the ratio described above
         for the 2nd, 3rd and 4th calendar quarters in 2000, the amount set
         forth in clause (b) of the definition of "Interest Coverage Ratio" for
         the relevant period shall be deemed to equal the amount set forth in
         clause (b) of the definition of "Interest Coverage Ratio" for such
         calendar quarter (and, in the case of the latter two such
         determinations, each previous calendar quarter commencing after the
         Closing Date) multiplied by 4, 2 and 4/3, respectively; provided
         further, that for purposes of determining the ratio described above for
         the 2nd and 3rd calendar quarters in 2000, Consolidated EBITDA for the
         relevant period shall be deemed to equal Consolidated EBITDA for such
         calendar quarter (and each previous calendar quarter of the 2000 fiscal
         year) multiplied by 2 and 4/3, respectively.

                  (b) Maintenance of Consolidated Total Debt to Consolidated
         EBITDA. Permit the ratio of Consolidated Total Debt of the US Borrower
         to Consolidated EBITDA of the US Borrower for any period of four
         consecutive calendar quarters ending at the end of the calendar
         quarters set forth below to be greater than the ratio set forth
         opposite such calendar quarter below:


<TABLE>
<CAPTION>
                  Calendar Quarter           Amount
                  ----------------           ------
<S>               <C>                        <C>

         2000     2nd                           4.75 to 1.00
                  3rd                           4.75 to 1.00
                  4th                           4.50 to 1.00

         2001     1st                           4.25 to 1.00
                  2nd                           4.25 to 1.00
                  3rd                           4.25 to 1.00
                  4th                           4.25 to 1.00

         2002     1st                           4.00 to 1.00
                  2nd                           4.00 to 1.00
                  3rd                           4.00 to 1.00
                  4th                           4.00 to 1.00
</TABLE>



<PAGE>   97


                                                                              90

<TABLE>
<S>               <C>                        <C>
         2003     1st                           4.00 to 1.00
                  2nd                           4.00 to 1.00
                  3rd                           4.00 to 1.00
                  4th                           4.00 to 1.00

         2004     1st                           3.75 to 1.00
                  2nd                           3.75 to 1.00
                  3rd                           3.75 to 1.00
                  4th                           3.75 to 1.00

         2005     1st                           3.50 to 1.00
                  2nd                           3.50 to 1.00
                  3rd                           3.50 to 1.00
                  4th                           3.50 to 1.00

         2006     1st                           3.25 to 1.00
                  2nd                           3.25 to 1.00
                  3rd                           3.25 to 1.00
                  4th                           3.25 to 1.00

         2007     1st                           3.25 to 1.00
                  2nd                           3.25 to 1.00
</TABLE>

                  (c) Maintenance of Consolidated Senior Debt to Consolidated
         EBITDA. Permit the ratio of Consolidated Senior Debt of the US Borrower
         to Consolidated EBITDA of the US Borrower for any period of four
         consecutive calendar quarters ending at the end of the calendar
         quarters set forth below to be greater than the ratio set forth
         opposite such calendar quarter below:

<TABLE>
<CAPTION>
         Calender Quarter                          Ratio
         ----------------                          -----
<S>               <C>                           <C>

         2000     2nd                           2.75 to 1.00
                  3rd                           2.75 to 1.00
                  4th                           2.50 to 1.00

         2001     1st                           2.25 to 1.00
                  2nd                           2.25 to 1.00
                  3rd                           2.25 to 1.00
                  4th                           2.25 to 1.00

         2002     1st                           2.00 to 1.00
                  2nd                           2.00 to 1.00
                  3rd                           2.00 to 1.00
                  4th                           2.00 to 1.00
</TABLE>


<PAGE>   98
                                                                              91



<TABLE>
<S>               <C>                           <C>
         2003     1st                           2.00 to 1.00
                  2nd                           2.00 to 1.00
                  3rd                           2.00 to 1.00
                  4th                           2.00 to 1.00

         2004     1st                           1.75 to 1.00
                  2nd                           1.75 to 1.00
                  3rd                           1.75 to 1.00
                  4th                           1.75 to 1.00

         2005     1st                           1.50 to 1.00
                  2nd                           1.50 to 1.00
                  3rd                           1.50 to 1.00
                  4th                           1.50 to 1.00

         2006     1st                           1.25 to 1.00
                  2nd                           1.25 to 1.00
                  3rd                           1.25 to 1.00
                  4th                           1.25 to 1.00

         2007     1st                           1.25 to 1.00
                  2nd                           1.25 to 1.00
</TABLE>


                  13.2 Limitation on Indebtedness. Create, incur, assume or
suffer to exist any Indebtedness, except:

                  (a) Indebtedness of the Credit Parties under the Loan
         Documents;

                  (b) (i) Indebtedness among the Credit Parties, (ii)
         Indebtedness of Foreign Subsidiaries of the US Borrower that are not
         Credit Parties to the Credit Parties in an aggregate Equivalent Amount
         outstanding not to exceed $75,000,000 at any one time, (iii)
         Indebtedness of Non-Credit Parties to other Non-Credit Parties and (iv)
         Indebtedness of any Credit Party to any Non-Credit Party (so long as
         the obligations of such Credit Party in respect thereof are
         contractually subordinated to the obligations of such Credit Party
         under the Loan Documents to which it is a party on terms reasonably
         satisfactory to the Administrative Agent);

                  (c) Indebtedness of Subsidiaries of Holdings listed on
         Schedule 13.2 and extensions, renewals or replacements thereof provided
         that no such extension, renewal or replacement shall increase the
         principal amount thereof except to the extent the increase in such
         Indebtedness could otherwise be incurred under this subsection 13.2;

                  (d) Indebtedness resulting from the endorsement of negotiable
         instruments in the ordinary course of business;


<PAGE>   99


                                                                              92


                  (e) Indebtedness of Subsidiaries of Holdings in respect of
         obligations under Financing Leases and purchase money Indebtedness in
         an aggregate amount outstanding not to exceed Equivalent Amount of
         $50,000,000 at any one time;

                  (f) Indebtedness in respect of Interest Rate Agreements;

                  (g) Guarantee Obligations permitted by subsection 13.4;

                  (h) Indebtedness (other than for borrowed money) subject to
         Liens permitted under subsections 13.3(b), (c), (d), (e) and (i);

                  (i) Indebtedness incurred in connection with the sale of the
         accounts receivable of Holdings and its Subsidiaries in connection with
         a trade receivables financing transaction otherwise permitted under
         subsection 13.6(i);

                  (j) additional Indebtedness of Subsidiaries of Holdings in an
         aggregate principal amount outstanding not to exceed the Equivalent
         Amount of $75,000,000 (of which up to $37,500,000 may be guaranteed by
         Holdings) at any one time;

                  (k) at any time following the termination of the Revolving
         Credit Commitment, Indebtedness of Subsidiaries of Holdings in respect
         of unsecured revolving lines of credit in an aggregate amount
         outstanding not to exceed $100,000,000 at any one time;

                  (l) (i) unsecured Indebtedness of Subsidiaries of Holdings to
         the seller in any Permitted Acquisition or (ii) Indebtedness assumed in
         connection with any Permitted Acquisition in an aggregate amount for
         clauses (i) and (ii) for all Permitted Acquisitions not to exceed the
         Equivalent Amount of $75,000,000; provided that at the time of
         incurrence the requirements of subsection 13.9(k) shall be satisfied;

                  (m) Indebtedness of any Foreign Subsidiary of the US Borrower
         which is not a Credit Party under overdraft facilities incurred in the
         ordinary course of business in an aggregate amount outstanding not to
         exceed the Equivalent Amount of $25,000,000 at any one time;

                  (n) unsecured Senior Subordinated Indebtedness of Holdings, in
         the case of clause (iv) below and the US Borrower (subject to pro forma
         compliance with subsection 13.1), in the case of clauses (i), (ii),
         (iii) and (iv) below, so long as any Net Cash Proceeds of such Senior
         Subordinated Indebtedness are immediately used to (i) make Permitted
         Acquisitions, (ii) refinance other Indebtedness, (iii) make a
         prepayment of the Term Loans in accordance with subsection 7.3(a), or
         (iv) redeem the Series B preferred stock of Holdings;

                  (o) Indebtedness arising from agreements with Governmental
         Authorities of any foreign country, or political subdivision or agency
         thereof, relating to the construction of plants and the purchase and
         installation (including related training costs) of equipment to


<PAGE>   100


                                                                              93


         be used in a Related Business; provided that such Indebtedness in the
         aggregate does not exceed $50,000,000 or the Equivalent Amount; and

                  (p) Indebtedness of Holdings in respect of the Chips Loan
         Notes not to exceed $303,100,000.

                  13.3 Limitation on Liens. Create, incur, assume or suffer to
exist any Lien upon any of its property, assets or revenues, whether now owned
or hereafter acquired, except for:

                  (a) Liens created by the Loan Documents;

                  (b) Liens for taxes not yet overdue by more than sixty (60)
         days or which are being contested in good faith by appropriate
         proceedings, provided that adequate reserves with respect to contested
         taxes are maintained on the books of Holdings or its Subsidiaries, as
         the case may be, in conformity with GAAP;

                  (c) carriers', landlords', warehousemen's, mechanics',
         materialmen's, repairmen's or other like Liens arising in the ordinary
         course of business which are not overdue for a period of more than
         sixty (60) days or which are being contested in good faith by
         appropriate proceedings;

                  (d) pledges or deposits in connection with workers'
         compensation, unemployment insurance and other social security
         legislation;

                  (e) deposits to secure the performance of bids, trade
         contracts (other than for borrowed money), leases, statutory
         obligations, insurance contracts, surety and appeal bonds, performance
         bonds and other obligations of a like nature incurred in the ordinary
         course of business;

                  (f) easements, rights-of-way, zoning restrictions,
         restrictions and other similar encumbrances (i) previously or
         hereinafter incurred in the ordinary course of business which, in the
         aggregate, are not material in amount and which, in the case of such
         encumbrances on any of the Mortgaged Properties, do not in the
         aggregate materially detract from the value of the Mortgaged Property
         subject thereto or, in the case of such encumbrances on any Mortgaged
         Property, materially interfere with the ordinary conduct of the
         business of Holdings or its Subsidiaries or (ii) which are set forth in
         the "marked up" commitments for title insurance at any time delivered
         to the Administrative Agent;

                  (g) Liens in existence listed on Schedule 13.3, securing
         Indebtedness permitted by subsection 13.2(c) (including extensions,
         renewals and replacements of such Indebtedness as permitted under
         subsection 13.2(c)), provided that no such Lien is spread to cover any
         additional property (other than after acquired title in or on such
         property and proceeds of the existing collateral in accordance with the
         instrument creating such Lien) after such date and that the amount of
         Indebtedness secured thereby is not increased (other than pursuant to
         subsection 13.3(o));



<PAGE>   101


                                                                              94


                  (h)(i) purchase money Liens and Liens in respect of Financing
         Leases upon or in any property acquired or held by Subsidiaries of
         Holdings to secure Indebtedness permitted under subsection 13.2(e)
         incurred solely for the purpose of financing the acquisition of such
         property, and (ii) Liens existing on such property at the time of its
         acquisition or existing on property of any Person that becomes a
         Subsidiary after the date hereof at the time such Person becomes a
         Subsidiary (other than any such Lien created in contemplation of such
         acquisition), provided that in the case of this clause (ii), the
         aggregate principal amount of Indebtedness secured thereby shall not
         exceed $40,000,000;

                  (i) Liens on the property of Holdings or any of its
         Subsidiaries in favor of landlords securing licenses, subleases, or
         leases permitted hereunder;

                  (j) licenses, leases or subleases permitted hereunder granted
         to others not interfering in any material respect in the business of
         Holdings or any of its Subsidiaries;

                  (k) attachment or judgment Liens (other than judgment Liens
         paid or fully covered by insurance which are not outstanding for more
         than sixty (60) days unless such judgment has been vacated, discharged,
         stayed or bonded pending appeal) in an aggregate amount outstanding at
         any one time not in excess of the Equivalent Amount of $20,000,000;

                  (l) Liens arising from precautionary Uniform Commercial Code
         financing statement filings with respect to operating leases or
         consignment arrangements entered into by Holdings or any of its
         Subsidiaries in the ordinary course of business;

                  (m) Liens in favor of a banking institution arising by
         operation of law encumbering deposits (including the right of set-off)
         held by such banking institutions incurred in the ordinary course of
         business and which are within the general parameters customary in the
         banking industry;

                  (n) Liens arising from the sale of the accounts receivable of
         Subsidiaries of Holdings in connection with a trade receivables
         financing transaction otherwise permitted under subsection 13.6(i);

                  (o) Liens (not otherwise permitted hereunder) which secure
         obligations not exceeding (as to Subsidiaries of Holdings) the
         Equivalent Amount of $75,000,000 in aggregate amount at any time
         outstanding; and

                  (p) Liens on property financed thereby securing grants and
         Indebtedness permitted under subsection 13.2(o).

                  13.4 Limitation on Guarantee Obligations. Create, incur,
assume or suffer to exist any Guarantee Obligation except:

                  (a)  Guarantee Obligations pursuant to the Loan Documents;


<PAGE>   102


                                                                              95


                  (b) guarantees set forth on Schedule 13.4 and extensions,
         renewals and replacements thereof, provided, however, that no such
         extension, renewal or replacement shall (i) amend or modify the
         subordination provisions, if any, contained in such guarantee in a
         manner adverse to the Secured Parties or (ii) increase the principal
         amount of such Indebtedness guaranteed by the original guarantee except
         to the extent that the increase in the Indebtedness covered by such
         guarantee was permitted under subsection 13.2;

                  (c) the Letter of Credit Obligations;

                  (d) indemnities in favor of the companies issuing title
         insurance policies insuring the title to any property to induce such
         issuance;

                  (e) surety bonds issued in respect of the type of obligations
         described in subsection 13.3(e);

                  (f) indemnities made in the Loan Documents, the WHB
         Acquisition Document, the documents effecting the Commercial Product
         Business Transfer, the monitoring and oversight agreement and the
         financial advisory agreements terminated on the date hereof or in any
         of the agreements contemplated hereby and thereby and in the corporate
         charter and/or bylaws of Holdings and its Subsidiaries;

                  (g) (i) indemnities and guarantees (other than guarantees of
         Indebtedness), provided that such indemnities and guarantees could not
         individually or in the aggregate have a Material Adverse Effect and
         (ii) guarantees of Indebtedness of Subsidiaries of Holdings permitted
         hereunder made in the ordinary course of business, provided that such
         guarantees could not individually or in the aggregate have a Material
         Adverse Effect;

                  (h) unsecured subordinated guarantees by the Domestic
         Subsidiaries of Holdings of the Senior Subordinated Indebtedness;

                  (i) Guarantee Obligations of Holdings or its Subsidiaries in
         respect of the incurrence of grants and Indebtedness permitted under
         subsection 13.2(o); and

                  (j) guarantees by Holdings and the US Borrower of Indebtedness
         permitted under subsection 13.2(j).

                  13.5 Limitation on Fundamental Changes. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially all of its property, business or
assets, except (i) a merger, consolidation, amalgamation, liquidation, winding
up, dissolution, conveyance, sale, lease, assignment, transfer or disposition of
a Subsidiary of the US Borrower or all or substantially all of the property,
business or assets of a Subsidiary of the US Borrower, the purpose of which is
to dispose of assets in a transaction otherwise permitted under subsection 13.6,
(ii) any merger, consolidation or amalgamation, the purpose of which is to
effect an Investment otherwise expressly permitted by subsection 13.9,


<PAGE>   103


                                                                              96


(iii) any Subsidiary of Holdings (other than the US Borrower) may be merged or
consolidated with or into the US Borrower or any one or more Subsidiaries of the
US Borrower, (iv) any Subsidiary of Holdings (other than the US Borrower) may
liquidate or dissolve if, in connection therewith, all of its assets are
transferred to the US Borrower or a Subsidiary thereof; and (v) any Subsidiary
of Holdings (other than the US Borrower) may convey, sell, lease, assign,
transfer or otherwise dispose of all or substantially all of its assets to the
US Borrower or any other Subsidiary; provided that (A) in the case of clause
(ii) above, if Holdings or any of its Subsidiaries party thereto is a Credit
Party, the survivor of such transaction shall become a Credit Party, (B) in the
case of each of clauses (iii), (iv) and (v) above, if any such merger,
consolidation, liquidation, dissolution, conveyance, sale, lease, assignment,
transfer or disposition shall be between (x) a Subsidiary that is not a Wholly
Owned Subsidiary and a Wholly Owned Subsidiary, the continuing or surviving
Person shall be owned in a percentage such that the value of the continuing or
surviving Person shall not be less than the aggregate value of such Subsidiaries
immediately prior to such transaction and (y) a Credit Party and a Non-Credit
Party, the continuing or surviving Person, or the transferee, as the case may
be, shall be (i) a Credit Party or (ii) such transaction shall fit within the
limitations for Indebtedness to or Investments in Non-Credit Parties set forth
in subsections 13.2 and 13.9, (C) in the case of clauses (iii), (iv) and (v)
above, if such Subsidiary is a Borrower, such surviving Person expressly assumes
all of the obligations of such Borrower hereunder pursuant to assumption
documents reasonably satisfactory to the applicable Agent and (D) in the case of
clause (iv) above, if such Subsidiary is a Non-Credit Party, such assets need
not be so transferred if such liquidation, wind up or dissolution is reasonably
determined by the Administrative Agent not to adversely affect the interests of
the Lenders.

                  13.6 Limitation on Sale of Assets. Convey, sell, lease,
assign, transfer or otherwise dispose of any of its property, business or assets
(including, without limitation, receivables and leasehold interests), whether
now owned or hereafter acquired, except:

                  (a) obsolete or worn out property disposed of in the ordinary
         course of business or property that is no longer useful in the conduct
         of Holdings' business disposed of in the ordinary course of business;

                  (b) the sale, transfer or exchange of inventory in the
         ordinary course of business;

                  (c) transfers resulting from any casualty or condemnation of
         property or assets;

                  (d) any sale or other transfer of any property or assets
         constituting fixed assets for at least 75% cash, provided that the net
         cash proceeds of the sales and transfers made pursuant to this
         paragraph (d) in the aggregate do not exceed the Equivalent Amount of
         $25,000,000 in any fiscal year;

                  (e) intercompany sales or transfers of assets made in the
         ordinary course of business;


<PAGE>   104


                                                                              97


                  (f) licenses or sublicenses of intellectual property and
         general intangibles and licenses, leases or subleases of other property
         in the ordinary course of business and which do not materially
         interfere with the business of Holdings and its Subsidiaries;

                  (g) any consignment arrangements or similar arrangements for
         the sale of assets in the ordinary course of business;

                  (h) the sale or discount of overdue accounts receivable
         arising in the ordinary course of business, but only in connection with
         the compromise or collection thereof;

                  (i) the sale of the accounts receivable of Subsidiaries of
         Holdings in connection with a trade receivable financing transaction
         reasonably acceptable to the Administrative Agent; provided that all of
         the Net Cash Proceeds of each such sale are applied as required by
         subsection 7.3(b); and

                  (j) dispositions permitted by subsection 13.5.

                  13.7 Limitation on Dividends. Declare or pay any dividend
(other than dividends payable solely in Capital Stock of the US Borrower or
Holdings of the same class or pursuant to a dividend reinvestment plan whereby
the relevant dividend results solely in an increase of the amount of Capital
Stock of the relevant class held by the relevant stockholder) on, or make any
payment on account of, or set apart assets for a sinking or other analogous fund
for, the purchase, redemption, defeasance, retirement or other acquisition of,
any class of Capital Stock of Holdings or any of its Subsidiaries, whether now
or hereafter outstanding, or make any other distribution in respect thereof,
either directly or indirectly, whether in cash or property, obligations of
Holdings or any Subsidiary or otherwise (such declarations, payments, setting
apart, purchases, redemptions, defeasances, retirements, acquisitions and
distributions being herein called "Restricted Payments"), except that:

                  (a) US Borrower may make Restricted Payments to Holdings, so
         long as no Event of Default under subsection 14(a) exists with respect
         to clause (iii) below and no other Event of Default exists with respect
         to any other clause in this paragraph (a), or would be continuing after
         giving effect to such Restricted Payment:

                               (i) the proceeds of which shall be applied by
                  Holdings directly to pay out of pocket expenses, for
                  administrative, legal and accounting services provided by
                  third parties that are reasonable and customary and incurred
                  in the ordinary course of business for such professional
                  services, or to pay franchise fees, costs and expenses
                  associated with the issuance and maintenance of its Capital
                  Stock and similar costs and expenses;

                              (ii) payments, the proceeds of which will be used
                  to repurchase the Capital Stock or other securities of
                  Holdings from outside directors, employees or members of the
                  management of Holdings, or any Subsidiary, at a price not in
                  excess of fair market value, in an aggregate amount not in
                  excess of $25,000,000, net of


<PAGE>   105


                                                                              98


                  the proceeds received by the US Borrower as a result of any
                  resales of any such Capital Stock or other securities;

                              (iii) payments, the proceeds of which will be used
                  to pay taxes of Holdings as part of a consolidated group;

                              (iv) if such Restricted Payment is a purchase of
                  Capital Stock or a distribution to Holdings to permit Holdings
                  to purchase its Capital Stock, in either case, made in order
                  to fulfil the obligations of Holdings or any of the Borrowers
                  under an employee stock purchase plan or similar plan covering
                  employees of Holdings or any Subsidiary as from time to time
                  in effect in an aggregate net amount not to exceed $5,000,000;
                  and

                              (v) Restricted Payments made to Holdings to
                  finance any Investment permitted to be made by Holdings
                  pursuant to subsection 13.9, provided that (i) such Restricted
                  Payment shall be made concurrently with the closing of such
                  Investment and (ii) other than in the case of subsection
                  13.9(n), Holdings shall, immediately following the closing
                  thereof, cause (A) the assets or Capital Stock acquired to be
                  contributed to the US Borrower or its Subsidiaries or (B) the
                  merger of the US Borrower with the Person formed to consummate
                  or acquired in such Investment;

                  (b) any Subsidiary of the US Borrower may make Restricted
         Payments to the US Borrower or to its Subsidiaries (and, on a pro rata
         basis, to any other stockholder of such Subsidiary);

                  (c) the US Borrower may make Restricted Payments to Holdings,
         the proceeds of which will be used to make cash payments in lieu of
         issuing fractional shares of Holding's Capital Stock in an aggregate
         amount not to exceed $100,000;

                  (d) Restricted Payments necessary to complete the transactions
         contemplated hereby;

                  (e) Holdings may repurchase or redeem its Series B preferred
         stock with the proceeds of issuances of (i) Capital Stock of Holdings
         or (ii) Senior Subordinated Indebtedness of Holdings, provided that in
         the case of this clause (ii) after giving effect thereto on a pro forma
         basis for the period of four consecutive fiscal quarters most recently
         ended (assuming such repurchase or redemption occurred on the first day
         of such period of four consecutive fiscal quarters), the ratio of
         Consolidated Total Debt of the US Borrower to Consolidated EBITDA of
         the US Borrower for such period is less than 3.00 to 1.00; and

                  (f) In addition to the Restricted Payments permitted pursuant
         to paragraphs (a) through (e) of this subsection 13.7, the US Borrower
         may make additional Restricted


<PAGE>   106


                                                                              99


         Payments to Holdings the proceeds of which will be utilized by Holdings
         to make additional Restricted Payments, in an aggregate amount not to
         exceed $7,500,000.

                  13.8 Limitation on Capital Expenditures. (a) Make or commit to
make any Capital Expenditure except for expenditures in the ordinary course of
business not exceeding, in the aggregate for US Borrower and its Subsidiaries
during any of the fiscal years of US Borrower set forth below the amount set
forth opposite such fiscal year below:

<TABLE>
<CAPTION>
                  Fiscal Year                                          Amount
                  -----------                                          ------
<S>                                                                 <C>
                  2000                                              $ 150,000,000
                  2001                                              $ 130,000,000
                  2002                                              $ 130,000,000
                  2003                                              $ 130,000,000
                  2004                                              $ 130,000,000
                  2005                                              $ 130,000,000
                  2006                                              $ 130,000,000
</TABLE>

; provided that (i) 100% of any amount not used in any fiscal year may be
carried forward only into the next succeeding fiscal year and (ii) each of the
respective amounts in the foregoing table for any fiscal year occurring from or
after any Permitted Acquisition shall be increased by an amount equal to 110% of
the Capital Expenditures for the four fiscal quarters ended immediately prior to
such Permitted Acquisition of the business acquired in such Permitted
Acquisition.

                  (b) In addition to the Capital Expenditures permitted pursuant
to paragraph (a) of this subsection 13.8, to the extent such proceeds are not
otherwise utilized pursuant to the penultimate paragraph of subsection 13.9, US
Borrower and its Subsidiaries may make additional Capital Expenditures (which
shall not be counted in the limitations set forth in paragraph (a) of this
subsection 13.8) consisting of the investment of (i) Excess Cash Flow generated
during prior fiscal years (in each case including the retained portion of Excess
Cash Flow for only those periods where the respective Excess Cash Flow payment
has theretofore occurred) and not required to be applied to prepay the Term
Loans or cash collateralize the Chips Letter of Credit pursuant to subsection
7.3(c), (ii) the net cash proceeds of any Capital Stock issuance by Holdings
after the date hereof and (iii) the Net Cash Proceeds not required to be applied
to prepay the Term Loans or cash collateralize the Chips Letter of Credit
pursuant to subsection 7.3, including (x) with respect to the investment of
proceeds of the insurance and condemnation proceeds not required to prepay the
Term Loans pursuant to subsection 7.3(f) and (y) with respect to the investment
of proceeds of the sale of assets which are permitted pursuant to subsection
13.6

                  (c) Notwithstanding the foregoing, in no event shall Capital
Expenditures be made by Holdings (other than in connection with an Investment
permitted under subsection 13.9).

                  13.9 Limitation on Investments, Loans and Advances. Make any
advance, loan, extension of credit or capital contribution to, or purchase any
stock, bonds, notes, debentures or


<PAGE>   107


                                                                             100


other securities of or any assets constituting a business unit of, or make any
other investment in, any Person ("Investments"), except:

                  (a) extensions of trade credit in the ordinary course of
         business;

                  (b) Investments in Cash Equivalents;

                  (c) (i) Investments (other than Permitted Acquisitions) by
         Holdings and its Subsidiaries in any of the Credit Parties, including
         any new Subsidiary which becomes a Credit Party, (ii) Investments by
         Credit Parties in Foreign Subsidiaries of the US Borrower that are not
         Credit Parties not to exceed $75,000,000 after giving effect to the WHB
         Acquisition; and (iii) Investments by Non-Credit Parties in the US
         Borrower or its Subsidiaries;

                  (d) loans and advances by Holdings or its Subsidiaries to
         their respective directors, officers and employees in an aggregate
         principal amount not exceeding the Equivalent Amount of $2,500,000 at
         any one time outstanding;

                  (e) loans, advances or Investments listed on Schedule 13.9,
         and extensions, renewals, modifications or restatements or replacements
         thereof, provided that no such extension, renewal, modification or
         restatement shall (i) increase the amount of the original loan, advance
         or investment, or (ii) adversely affect the interests of the Secured
         Parties with respect to such original loan, advance or investment or
         the interests of the Lenders under this Agreement or any other Loan
         Document in any material respect;

                  (f) Investments permitted by subsection 13.2(b), (c) or (j),
         subsection 13.4, subsection 13.7 or subsection 13.8;

                  (g) promissory notes and other similar non-cash consideration
         received by the Subsidiaries of Holdings in connection with the
         dispositions permitted by subsection 13.6;

                  (h) Investments in Interest Rate Agreements;

                  (i) Investments (including debt obligations and Capital Stock)
         received in connection with the bankruptcy or reorganization of
         suppliers and customers and in settlement of delinquent obligations of,
         and other disputes with, customers and suppliers arising in the
         ordinary course of business;

                  (j) in addition to the foregoing and clause (m) below,
         Investments by Holdings and its Subsidiaries in an aggregate amount not
         exceeding the Equivalent Amount of $25,000,000 (at cost, without regard
         to any write down or write up thereof) at any one time outstanding;
         provided that if such Investment is consummated by Holdings, Holdings
         shall, immediately following the closing thereof, cause (A) the assets
         or Capital Stock acquired to be contributed to the US Borrower or its
         Subsidiaries or (B) the merger


<PAGE>   108


                                                                             101


         of the US Borrower with the Person formed to consummate or acquired in
         such Investment;

                  (k) so long as after giving effect thereto no Default or Event
         of Default shall have occurred and be continuing, Investments after the
         Closing Date by Holdings and its Subsidiaries resulting from Permitted
         Acquisitions, provided, that (i) the Administrative Agent shall have
         received, prior to or simultaneously with such Permitted Acquisition,
         such opinions (including with respect to environmental matters),
         certificates and copies of related agreements and documents as it shall
         reasonably request, (ii) such actions as may be required or reasonably
         requested to ensure that the applicable Agent, for the ratable benefit
         of the Lenders, has a perfected first priority security interest or
         first ranking hypothec in any assets required to be secured pursuant to
         subsections 12.10 and 12.12 or any other Loan Document, subject to
         Liens permitted by subsection 13.3, shall have been taken; (iii) (I) on
         a pro forma basis for the period of four consecutive fiscal quarters
         most recently ended (assuming the consummation of such Permitted
         Acquisition and the incurrence or assumption of any Indebtedness in
         connection therewith occurred on the first day of such period of four
         consecutive fiscal quarters), (A) the US Borrower shall be in
         compliance with the covenants contained in subsection 13.1 (and, if
         applicable, the requirements of subsection 13.2) and (B) at least
         $50,000,000 in Revolving Credit Commitments shall be available to the
         Borrowers and (II) the Administrative Agent shall have received
         calculations in reasonable detail reasonably satisfactory to it showing
         compliance with the requirements of this clause (iii) certified by a
         Responsible Officer of the US Borrower; (iv) if such Investment is made
         with the Net Cash Proceeds of Senior Subordinated Indebtedness of the
         US Borrower permitted under subsection 13.2(n), such Investment shall
         be made in a Person that is, or concurrently therewith becomes, a
         Wholly Owned Subsidiary of the US Borrower (whether through
         contribution by Holdings or otherwise); and (v) if such Permitted
         Acquisition is entered into by Holdings, Holdings shall, immediately
         following the closing thereof cause (A) the assets or stock acquired to
         be contributed to the US Borrower or its Subsidiaries or (B) the merger
         of the US Borrower with the Person formed to consummate or acquired in
         such Permitted Acquisition;

                  (l) Investments as a result of the WHB Acquisition;

                  (m) Investments by Holdings made with the proceeds of
         issuances of Capital Stock by Holdings (i) in Subsidiaries of Holdings
         or (ii) made in any other Person not to exceed the Equivalent Amount of
         $50,000,000 in the case of this clause (ii); and

                  (n) so long as after giving effect thereto no Default or Event
         of Default shall have occurred and be continuing, purchases by Holdings
         or its Subsidiaries of the Chips Loan Notes; provided that (i) the
         acquisition price of the Chips Loan Notes does not exceed the principal
         of and accrued and unpaid interest on such Chips Loan Notes on the date
         of the acquisition and (ii) any such Chips Loan Notes are promptly
         delivered to the Paying Agent for cancellation.


<PAGE>   109


                                                                             102


                  In addition to the Investments permitted pursuant to this
subsection 13.9, to the extent such proceeds are not otherwise utilized pursuant
to subsection 13.8(b), Holdings and its Subsidiaries may make additional
Investments (which shall not be counted in the limitations set forth above) as
follows: (i) Investments consisting of the investment of Net Cash Proceeds not
required to be applied to prepay the Term Loans or cash collateralize the Chips
Letter of Credit pursuant to subsection 7.3(b), including (x) with respect to
the investment of proceeds of the insurance and condemnation proceeds not
required to prepay the Term Loans or cash collateralize the Chips Letter of
Credit pursuant to subsection 7.3 and (y) with respect to the investment of
proceeds of the sale of assets which are permitted pursuant to subsection 13.6;
and (ii) Investments consisting of the investment of Excess Cash Flow generated
during prior fiscal years (in each case including the retained portion of the
respective Excess Cash Flow for only those periods where the respective Excess
Cash Flow payment has theretofore occurred) and not required to be applied to
prepay the Term Loans or cash collateralize the Chips Letter of Credit pursuant
to subsection 7.3(c); provided that if such Investment is consummated by
Holdings, Holdings shall, immediately following the closing thereof, cause (A)
the assets or Capital Stock acquired to be contributed to the US Borrower or its
Subsidiaries or (B) the merger of the US Borrower with the Person formed to
consummate or acquired in such Investment.

                  Notwithstanding anything to the contrary in this subsection
13.9, no hostile acquisition of any publicly traded Capital Stock of any Person
contemplated to become a Subsidiary of (or merged into) Holdings or any of its
Subsidiaries may be made by Holdings or any of its Subsidiaries.

                  13.10 Limitation on Optional Payments and Modifications of
Subordinated Debt Instruments. (a) Make any optional payment or prepayment on or
redemption of any Senior Subordinated Indebtedness and any payments in
redemption, defeasance or repurchase thereof, except mandatory payments of
interest, fees and expenses required by the terms of the agreement governing or
instrument evidencing such Indebtedness but only to the extent permitted under
the subordination provisions applicable thereto and except for: (i) refinancings
of any such Senior Subordinate Indebtedness under terms that would be permitted
for new issuances of Senior Subordinated Indebtedness by virtue of the
definition thereof; (ii) optional payments or prepayments, redemptions,
defeasances or repurchases of up to $50,000,000 of Senior Subordinated
Indebtedness provided that (A) after giving effect thereto (I) on a pro forma
basis for the period of four consecutive fiscal quarters most recently ended
(assuming such payment, prepayment, redemption, defeasance or repurchase
occurred on the first day of such period of four consecutive fiscal quarters),
US Borrower shall be in compliance with the covenants contained in subsection
13.1 and (II) at least $50,000,000 in Revolving Credit Commitments shall be
available to the Borrowers and (B) the Administrative Agent shall have received
calculations in reasonable detail reasonably satisfactory to it showing
compliance with the requirements of this clause (ii) certified by a Responsible
Officer of the US Borrower; (iii) optional payments or prepayments, redemptions,
defeasances or repurchases of Senior Subordinated Indebtedness with the proceeds
of issuances of shares of Capital Stock by Holdings provided that after giving
effect thereto (A) on a pro forma basis for the period of four consecutive
fiscal quarters most recently ended (assuming such payment, prepayment,
redemption, defeasance or repurchase occurred on the first day of such period of
four consecutive fiscal quarters), the ratio of Consolidated Total Debt of the
US Borrower to Consolidated


<PAGE>   110


                                                                             103


EBITDA of the US Borrower for such period is less than 2.50 to 1.00 and (B) the
Administrative Agent shall have received calculations in reasonable detail
reasonably satisfactory to it showing compliance with the requirements of this
clause (iii) certified by a Responsible Officer of the US Borrower; and (iv) at
such time as $100,000,000 in aggregate principal amount of Tranche B Chips Term
Loans and Tranche B Term Loans shall have been repaid, optional payments or
prepayments, redemptions, defeasances or repurchases of up to $50,000,000 of
Senior Subordinated Indebtedness using Excess Cash Flow generated during prior
fiscal years (in each case including the retained portion of Excess Cash Flow
for only those periods where the respective Excess Cash Flow payment has
theretofore occurred) and not required to be applied to prepay the Term Loans or
cash collateralize the Chips Letter of Credit pursuant to subsection 7.3(c) and
not utilized pursuant to subsection 13.8(b) or the penultimate paragraph of
subsection 13.9, provided that after giving effect thereto (A) on a pro forma
basis for the period of four consecutive fiscal quarters most recently ended
(assuming such payment, prepayment, redemption, defeasance or repurchase
occurred on the first day of such period of four consecutive fiscal quarters),
the ratio of Consolidated Total Debt of the US Borrower to Consolidated EBITDA
of the US Borrower for such period is less than 3.00 to 1.00 and (B) the
Administrative Agent shall have received calculations in reasonable detail
reasonably satisfactory to it showing compliance with the requirements of this
clause (iv) certified by a Responsible Officer of the US Borrower, and provided
further that an amount equal to the amount of Senior Subordinated Indebtedness
paid, prepaid, redeemed, defeased or repurchased pursuant to this clause (iv)
shall be applied to prepay the Term Loans.

                  (b) Amend, supplement or otherwise modify any of the
provisions of any Senior Subordinated Indebtedness:

                  (i) which amends or modifies the subordination provisions
         contained therein;

                  (ii) which, with respect to any such Indebtedness already
         outstanding under the relevant agreement or instrument, shortens the
         fixed maturity, or increases the rate or shortens the time of payment
         of interest on, or increases the amount (other than pursuant to an
         incremental incurrence of Indebtedness resulting in cash proceeds to
         Holdings or the US Borrower, as applicable) or shortens the time of
         payment of any principal or premium payable whether at maturity, at a
         date fixed for prepayment or by acceleration or otherwise of such
         Indebtedness, or increases the amount of, or accelerates the time of
         payment of, any fees payable in connection therewith;

                  (iii) which relates to the affirmative or negative covenants,
         events of default or remedies under the documents or instruments
         evidencing such Indebtedness and the effect of which is to subject the
         US Borrower or any of its Subsidiaries, to any materially more onerous
         or more restrictive provisions; or

                  (iv) which otherwise adversely affects the interests of the
         Lenders as senior creditors or the interests of the Lenders under this
         Agreement or any other Loan Document in any material respect.


<PAGE>   111


                                                                             104


                  (c) Make any payment in cash on any subordinated debt security
that may be made under the terms thereof by the issuance of any security of the
same nature.

                  (d) Designate any Indebtedness (other than the Indebtedness
under the Loan Documents) as "Designated Senior Indebtedness" (or any comparable
concept) under the Senior Subordinated Indebtedness.

                  13.11 Limitation on Transactions with Affiliates. (a) Enter
into any transaction, including, without limitation, any purchase, sale, lease
or exchange of property or the rendering of any service, with any Affiliate
unless such transaction is (i) otherwise permitted under this Agreement, or (ii)
upon fair and reasonable terms no less favorable to Holdings or such Subsidiary,
as the case may be, than it would obtain in a comparable arm's length
transaction with a Person which is not an Affiliate.

                  (b) In addition, notwithstanding the foregoing, Holdings and
its Subsidiaries shall be entitled to make the following payments and/or to
enter into the following transactions:

                        (i) the payment of reasonable and customary fees and
         reimbursement of expenses payable to directors of Holdings;

                        (ii) the employment arrangements with respect to the
         procurement of services of directors, officers and employees in the
         ordinary course of business and the payment of reasonable fees in
         connection therewith; and

                       (iii) the transactions under each of the Commercial
         Products Business Transfer and the WHB Acquisition (including the
         Commercial Products Notes and the supply agreements).

                  13.12 Limitation on Sales and Leasebacks. Enter into any
arrangement with any Person providing for the leasing by Holdings or any
Subsidiary of real or personal, immovable or movable, property which has been or
is to be sold or transferred by Holdings or such Subsidiary to such Person or to
any other Person to whom funds have been or are to be advanced by such Person on
the security of such property or rental obligations of Holdings or such
Subsidiary; provided that this subsection 13.12 shall not prohibit any sale and
leaseback resulting from the incurrence of any lease in respect of any capital
asset entered into within 120 days of the acquisition of such capital asset for
the purpose of providing permanent financing of such capital asset.

                  13.13 Limitation on Changes in Fiscal Year. Permit the fiscal
year of the US Borrower to end on a day other than December 31; provided that
the US Borrower may change such fiscal year upon the approval of the
Administrative Agent.

                  13.14 Negative Pledge Clauses; Restrictions Affecting
Subsidiaries. Enter into with any Person, or suffer to exist any agreement which
prohibits or limits the ability of Holdings or any of its Subsidiaries to (a)
create, incur, assume or suffer to exist any Lien upon any of its property,
assets or revenues, whether now owned or hereafter acquired, other than (i) this


<PAGE>   112


                                                                             105


Agreement and the other Loan Documents, (ii) any industrial revenue bonds
(including government loans), purchase money mortgages or Financing Leases or
any other similar agreement or transaction permitted by this Agreement (in which
cases, any prohibition or limitation shall only be effective against the assets
financed thereby) and (iii) restrictions in leases, licenses and asset sale
agreements otherwise permitted hereby so long as such restrictions apply only to
the assets subject thereto or (b) pay dividends or make other distributions or
pay any Indebtedness owed to Holdings or any of its Subsidiaries except as
permitted by this Agreement and the other Loan Documents.

                  13.15 Limitation on Lines of Business. Enter into any
business, either directly or through any Subsidiary, except for any Related
Business.

                  13.16 Amendments to Corporate Documents; Supply Agreement. (a)
Amend its certificate of incorporation or by-laws or other governing documents
unless such amendment does not adversely affect the interests of any Secured
Party (as such) in any material respect, or (b) amend, supplement or otherwise
modify the terms and conditions of the Supply Agreement except to the extent
that any such amendment, supplement or modification could not reasonably be
expected to have a Material Adverse Effect.

                  13.17 Passive Status of International Holdings. Permit
International Holdings to engage in any activities or incur any Indebtedness or
Guarantee Obligations other than (A) owning the stock of certain Foreign
Subsidiaries of the US Borrower, (B) its activities incident to the performance
of the Loan Documents and (C) unsecured subordinated guarantees of the Senior
Subordinated Indebtedness.


                          SECTION 14. EVENTS OF DEFAULT

                  If any of the following events shall occur and be continuing:

                  (a) Any Borrower shall fail to pay any principal of any Loan
         and/or Note or any Letter of Credit Obligation when due in accordance
         with the terms thereof or hereof; or any Borrower shall fail to pay any
         interest on any Loan and/or Note, or any other amount payable hereunder
         by it, within five (5) days after any such interest or other amount
         becomes due in accordance with the terms thereof or hereof; or

                  (b) Any representation or warranty made or deemed made by any
         Credit Party or any of its Subsidiaries herein or in any other Loan
         Document or which is contained in any certificate, document or
         financial or other statement furnished at any time under or in
         connection with any Loan Document shall prove to have been incorrect in
         any material respect on or as of the date made or deemed made; or

                  (c) Any Credit Party or any of its Subsidiaries shall default
         in the performance or observance of any agreement contained in Section
         13 or Section 16.6 of this Agreement or Section 5.6 of the Guarantee
         and Collateral Agreement; or



<PAGE>   113


                                                                             106


                  (d) Any Credit Party or any of its Subsidiaries shall default
         in the observance or performance of any other agreement contained in
         this Agreement or in any other Loan Document (other than as provided in
         paragraphs (a) through (c) of this Section), and such default shall
         continue unremedied for a period of thirty (30) days after written
         notice from the Administrative Agent; or

                  (e) Except as set forth on Schedule 14(e), any Credit Party or
         any of its Subsidiaries shall (i) default (x) in any payment of
         principal of or interest on any Indebtedness (other than any of the
         Loans) or (y) in the payment of any Guarantee Obligation (other than
         the guarantees pursuant to the Loan Documents), having an outstanding
         principal amount individually or in the aggregate for both of clauses
         (x) and (y) in excess of the Equivalent Amount of $20,000,000, beyond
         the period of grace, if any, provided in the instrument or agreement
         under which such Indebtedness or Guarantee Obligation was created; or
         (ii) default in the observance or performance of any other agreement or
         condition relating to any such Indebtedness or Guarantee Obligation or
         contained in any instrument or agreement evidencing, securing or
         relating thereto, or any other event shall occur or condition exist,
         the effect of which default or other event or condition is to cause, or
         to permit the holder or holders of such Indebtedness or beneficiary or
         beneficiaries of such Guarantee Obligation (or a trustee or agent on
         behalf of such holder or holders or beneficiary or beneficiaries) to
         cause, with the giving of notice if required, such Indebtedness to
         become due prior to its stated maturity or such Guarantee Obligation to
         become payable; or

                  (f) (i) Any Credit Party or any of its Subsidiaries shall
         commence any case, proceeding or other action (A) under any existing or
         future law of any jurisdiction, domestic or foreign, relating to
         bankruptcy, liquidation, administration, winding up, insolvency,
         reorganization or relief of debtors, seeking to have an order for
         relief entered with respect to it, or seeking to adjudicate it a
         bankrupt or insolvent, or seeking reorganization, administration,
         arrangement, adjustment, winding-up, liquidation, dissolution,
         composition or other relief with respect to it or its debts, or (B)
         seeking appointment of a receiver, trustee, administrator, liquidator,
         custodian, conservator or other similar official for it or for all or
         any substantial part of its assets, or any of the Credit Parties or any
         of their Subsidiaries shall make a general assignment for the benefit
         of its creditors; or (ii) there shall be commenced against any Credit
         Party or any of its Subsidiaries any case, proceeding or other action
         of a nature referred to in clause (i) above which (A) results in the
         entry of an order for relief or any such adjudication or appointment or
         (B) remains undismissed, undischarged or unbonded for a period of sixty
         (60) days; or (iii) there shall be commenced against any Credit Party
         or any of its Subsidiaries any case, proceeding or other action seeking
         issuance of a warrant of attachment, execution, distraint or similar
         process against all or any substantial part of its assets which results
         in the entry of an order for any such relief which shall not have been
         vacated, discharged, or stayed or bonded pending appeal within sixty
         (60) days from the entry thereof; or (iv) any Credit Party or any of
         its Subsidiaries shall take any action in furtherance of, or indicating
         its consent to, approval of, or acquiescence in, any of the acts set
         forth in clause (i), (ii), or (iii) above; or (v) any Credit Party or
         any of its Subsidiaries


<PAGE>   114


                                                                             107


         shall generally not, or shall be unable to, or shall admit in writing
         its inability to, pay its debts (other than intercompany debts) as they
         become due; or

                  (g) (i) Any Person shall engage in any "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of the
         Code) involving any Plan, (ii) any "accumulated funding deficiency" (as
         defined in Section 302 of ERISA), whether or not waived, shall exist
         with respect to any Single Employer Plan or any Lien in favor of the
         PBGC or a Single Employer Plan shall arise on the assets of the US
         Borrower or any Commonly Controlled Entity, (iii) a Reportable Event
         shall occur with respect to, or proceedings shall commence to have a
         trustee appointed, or a trustee shall be appointed, to administer or to
         terminate, any Single Employer Plan, which Reportable Event or
         commencement of proceedings or appointment of a trustee is, in the
         reasonable opinion of the Required Lenders, likely to result in the
         termination of such Plan for purposes of Title IV of ERISA, (iv) any
         Single Employer Plan shall terminate for purposes of Title IV of ERISA,
         (v) the US Borrower or any Commonly Controlled Entity shall, or in the
         reasonable opinion of the Required Lenders is likely to, incur any
         liability in connection with a withdrawal from, or the Insolvency or
         Reorganization of, a Multiemployer Plan or (vi) any other event or
         condition shall occur or exist with respect to a Plan; and in each case
         in clauses (i) through (vi) above, such event or condition, together
         with all other such events or conditions, if any, could reasonably be
         expected to have a Material Adverse Effect; or

                  (h) Any Credit Party or any of its Subsidiaries shall directly
         or indirectly (i) terminate or cause to terminate, in whole or in part,
         or initiate the termination of, in whole or in part, any Canadian
         Pension Plan so as to result in any liability to a Credit Party, (ii)
         accept payment of any amount from any Canadian Pension Plan, or (iii)
         merge any Canadian Pension Plan which in each case in clauses (i), (ii)
         and (iii) above, could reasonably be expected to have a Material
         Adverse Effect; or

                  (i) One or more judgments or decrees shall be entered against
         Holdings, any Borrower or any of their Subsidiaries involving in the
         aggregate a liability (not paid or fully covered by insurance) of the
         Equivalent Amount of $20,000,000 or more, and all such judgments or
         decrees shall not have been vacated, discharged, stayed or bonded
         pending appeal within sixty (60) days from the entry thereof; or

                  (j) Holdings, any Borrower or any of their Subsidiaries shall
         incur any liability (not paid or fully covered by insurance) under any
         Environmental Law in an amount which could reasonably be expected to
         have a Material Adverse Effect; or

                  (k) Any Loan Document shall, at any time, cease to be in full
         force and effect (unless released by the applicable Agent, at the
         direction of the Required Lenders or as otherwise permitted under this
         Agreement) or shall be declared null and void (and, if such invalidity
         is such so as to be amenable to cure without materially disadvantaging
         the position of the applicable Agent and the Secured Parties, as
         secured parties thereunder, the Credit Party shall have failed to cure
         such invalidity within thirty (30) days after notice from the
         applicable Agent or such shorter time period as is specified by the


<PAGE>   115


                                                                             108


         applicable Agent in such notice and is reasonable in the
         circumstances), or the validity or enforceability thereof shall be
         contested by any Credit Party, or any of the Liens intended to be
         created by the Loan Documents shall cease to be or shall not be a valid
         and perfected Lien having the priority contemplated thereby (and, if
         such invalidity is such so as to be amenable to cure without materially
         disadvantaging the position of the applicable Agent and the Secured
         Parties, as secured parties thereunder, the Credit Party shall have
         failed to cure such invalidity within thirty (30) days after notice
         from the applicable Agent or such shorter time period as specified by
         the applicable Agent in such notice and is reasonable in the
         circumstances); or

                  (l) (x) A Change in Control shall occur, (y) Holdings shall
         fail to own directly or indirectly, beneficially and of record 100% of
         the Capital Stock of the US Borrower free and clear of all Liens other
         than Liens in favor of the Secured Parties pursuant to the Guarantee
         and Collateral Agreement, or (z) the US Borrower shall fail to own
         directly or indirectly, beneficially and of record 100% of the Capital
         Stock of each Foreign Subsidiary Borrower;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to a Borrower,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon), the maximum amount available to be
drawn under all outstanding Letters of Credit and all other amounts owing under
this Agreement and any Notes shall immediately become due and payable, and (B)
if such event is any other Event of Default, either or both of the following
actions may be taken: (i) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Borrowers declare the Commitments
to be terminated forthwith, whereupon the Commitments shall immediately
terminate; and (ii) with the consent of the Required Lenders, the Administrative
Agent may, or upon the request of the Required Lenders, the Administrative Agent
shall, by notice to the Borrowers declare the Loans hereunder (with accrued
interest thereon), the maximum amount available to be drawn under all
outstanding Letters of Credit and all other amounts owing under this Agreement
and any Notes to be due and payable forthwith, whereupon the same shall
immediately become due and payable. All payments under this Section 14 on
account of undrawn Letters of Credit shall be made by the applicable Borrower
directly to a cash collateral account established for such purpose for
application to such Borrower's obligations with respect thereto as drafts are
presented under the Letters of Credit. Any remaining amounts paid by the
applicable Borrower in respect of such undrawn Letters of Credit shall be
returned to such Borrower after the last expiry date of the Letters of Credit
and after the Obligations have been paid in full. Except as expressly provided
above in this Section, presentment, demand, protest and all other notices of any
kind are hereby expressly waived.


                             SECTION 15. THE AGENTS

                  15.1 Appointment. Each Lender hereby irrevocably designates
and appoints each Agent in its capacity as such an Agent of such Lender under
this Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes such Agent for such Lender, to take


<PAGE>   116


                                                                             109


such action on its behalf under the provisions of this Agreement and the other
Loan Documents and to exercise such powers and perform such duties as are
expressly delegated to such Agent by the terms of this Agreement and the other
Loan Documents, together with such other powers as are reasonably incidental
thereto including, without limitation, the execution and delivery of the Sharing
Agreement on behalf of such Lender, the appointment of Chase, as Collateral
Agent thereunder, and the performance of each Agent's obligations and duties
thereunder. Notwithstanding any provision to the contrary elsewhere in this
Agreement, no Agent shall have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against any Agent. For the purposes of Article 2692 of the Civil
Code of Quebec and without limiting the generality of the foregoing, each
Canadian Lender hereby irrevocably designates and appoints the Canadian
Administrative Agent in its capacity as agent and holder of a power of attorney
of each such Canadian Lender under this Agreement, the other Loan Documents and
the Sharing Agreement.

                  15.2 Delegation of Duties. Each Agent may execute any of its
duties under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. No Agent shall be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care.

                  15.3 Exculpatory Provisions. The Agents shall not, nor shall
any of their officers, directors, controlling persons, employees, agents,
attorneys-in-fact or Affiliates be (i) liable for any action lawfully taken or
omitted to be taken by it or such Person under or in connection with this
Agreement or any other Loan Document (except for its or such Person's own gross
negligence or wilful misconduct) or (ii) responsible in any manner to any of the
Lenders for any recitals, statements, representations or warranties made by any
Credit Party or any officer thereof contained in this Agreement or any other
Loan Document or in any certificate, report, statement or other document
referred to or provided for in, or received by the applicable Agent under or in
connection with, this Agreement or any other Loan Document or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any Notes or any other Loan Document or for any failure of any
Credit Party to perform its obligations hereunder or thereunder. No Agent shall
be under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of any Credit Parties.

                  15.4 Reliance by the Agents. The Agents shall be entitled to
rely, and shall be fully protected in relying, upon any Note, writing,
resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or
teletype message, statement, order or other document or conversation believed by
it to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to any Credit Party), independent accountants and
other experts selected by the Agent. The Agents shall deem and treat the payee
of any Note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been


<PAGE>   117


                                                                             110


filed with the applicable Agent. Each Agent shall be fully justified in failing
or refusing to take any action under this Agreement or any other Loan Document
unless it shall first receive such advice or concurrence of the Required Lenders
or all the Lenders, as it deems appropriate or it shall first be indemnified to
its satisfaction by the Lenders against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action.
Each Agent shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement and any Notes and the other Loan Documents in
accordance with a request of the Required Lenders or all the Lenders, and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders and all future holders of the Obligations.

                  15.5 Notice of Default. No Agent shall be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless it has received written notice from a Lender or any Credit
Party referring to this Agreement, describing such Default or Event of Default
and stating that such notice is a "notice of default". In the event that an
Agent receives such a notice, the applicable Agent shall give notice thereof to
the applicable Lenders and other Agents. The Agents shall each take such action
with respect to such Default or Event of Default as shall be reasonably directed
by the Required Lenders or all the Lenders; provided that unless and until such
Agents shall have received such directions, the Agents may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as they shall deem advisable in the best
interests of the Lenders.

                  15.6 Non-Reliance on Agent and Lenders. Each Lender expressly
acknowledges that no Agent has, nor has any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates made any representations or
warranties to it and that no act by any Agent hereinafter taken, including any
review of the affairs of any Credit Party, shall be deemed to constitute any
representation or warranty by any Agent to any Lender. Each Lender represents to
the Agents that it has, independently and without reliance upon the Agents or
any other Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
operations, property, financial and other condition and creditworthiness of the
Credit Parties and made its own decision to make its Loans hereunder and enter
into this Agreement. Each Lender also represents that it will, independently and
without reliance upon the Agents or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit analysis, appraisals and decisions in taking or not taking
action under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of any
Credit Party. Except for notices, reports and other documents expressly required
to be furnished to the Lenders by the applicable Agent hereunder, the Agents
shall not have any duty or responsibility to provide any Lender with any credit
or other information concerning the business, operations, property, condition
(financial or otherwise), prospects or creditworthiness of any Credit Party
which may come into the possession of the Agents or any of their officers,
directors, employees, agents, attorneys-in-fact or Affiliates.

                  15.7 Indemnification. The applicable Lenders agree to
indemnify the applicable Agent in its capacity as such (to the extent not
reimbursed by the applicable Borrower and without limiting the obligation of
such Borrower to do so), ratably according to their respective



<PAGE>   118


                                                                             111


applicable Total Credit Percentages in effect on the date on which
indemnification is sought under this subsection, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever which may at any time
(including, without limitation, at any time following the payment of the
applicable Loans) be imposed on, incurred by or asserted against the applicable
Agent in any way relating to or arising out of this Agreement, any of the other
Loan Documents or any documents contemplated by or referred to herein or therein
or the transactions contemplated hereby or thereby or any action taken or
omitted by the applicable Agent under or in connection with any of the
foregoing; provided that no Lender shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting solely from the
applicable Agent's gross negligence or wilful misconduct. The agreements in this
subsection shall survive the payment of the applicable Loans and all other
amounts payable hereunder.

                  15.8 Agents in Their Individual Capacity. The Agents and their
Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with the Credit Parties as though the Agents were not the
Agents hereunder and under the other Loan Documents. With respect to its Loans
made or renewed by it and any Note issued to it, the applicable Agent shall have
the same rights and powers under this Agreement and the other Loan Documents as
any Lender and may exercise the same as though it were not an Agent, and the
terms "Lender" and "Lenders" shall include each of the Agents in its individual
capacity.

                  15.9 Successor Agents. Any Agent may resign as an Agent upon
thirty (30) days' prior written notice to the Lenders. If any such Agent shall
resign as Agent under this Agreement and the other Loan Documents, then the
Required Lenders shall appoint from among the applicable Lenders a successor
agent for the applicable Lenders, which successor agent shall be subject to the
approval of the US Borrower, whereupon such successor agent shall succeed to the
rights, powers and duties of such Agent, and the term "Administrative Agent",
"Multicurrency Administrative Agent", "Canadian Administrative Agent" and
"Collateral Agent", as applicable, shall mean such successor agent effective
upon such appointment and approval, and the former Agent's rights, powers and
duties as Agent shall be terminated, without any other or further act or deed on
the part of such former Agent or any of the parties to this Agreement or any
holders of the Loans. After any retiring Agent's resignation as such Agent, the
provisions of this subsection shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was an Agent under this Agreement and the
other Loan Documents.

                  15.10 Additional Ministerial Powers of the Agents. Each Agent
is hereby irrevocably authorized by each of the applicable Lenders to execute
any document creating any Lien and to release any Lien covering any asset of a
Borrower or any of its Subsidiaries (including, without limitation, any
Properties, accounts receivable or inventory) that is the subject of a
disposition, sale or assignment which is permitted under this Agreement or which
has been consented to in accordance with subsection 17.1.

                  15.11 Issuing Lender. Each Lender hereby acknowledges that the
provisions of this Section 15 shall apply to the Issuing Lender, in its capacity
as issuer of any Letter of Credit, in the same manner as such provisions are
expressly stated to apply to an Agent.


<PAGE>   119


                                                                             112


                  15.12 Multicurrency Administrative Agent. It is understood
that the rights and obligations of the Multicurrency Administrative Agent
hereunder, under the other Loan Documents and under the Sharing Agreement may be
assigned or delegated in the Multicurrency Administrative Agent's discretion to
any of the other Agents.

                  15.13 Syndication Agents. Neither Syndication Agent shall have
any duties or responsibilities hereunder in its capacity as such.

                  15.14 Joint and Several Creditorship. For the purposes of
taking security in the Netherlands, CMIL shall be the joint and several creditor
(together with each Multicurrency Revolving Credit Lender) of each and every
obligation of any Credit Party towards each such Multicurrency Revolving Credit
Lender under any Loan Document (the "Multicurrency Obligations"), so that
accordingly CMIL will have its own independent right to demand performance by
the relevant Credit Party of such Multicurrency Obligations, and such
Multicurrency Obligations will be discharged by and to the extent of any
discharge thereof either to CMIL or the relevant Multicurrency Revolving Credit
Lender.

                  15.15 Covenant to Pay. Each Credit Party covenants in favor of
CMIL, with the agreement of each of the Multicurrency Revolving Credit Lenders,
to pay the Multicurrency Obligations to CMIL as joint and several creditor
thereof when and to the extent due from it under the terms of the relevant Loan
Documents, except that each Credit Party may also, subject to the terms of this
Agreement, until otherwise notified by CMIL, pay such Multicurrency Obligations
directly to the relevant Multicurrency Revolving Credit Lender (or the
Multicurrency Administrative Agent on its behalf), and each such payment will
constitute a pro rata discharge of the covenant to pay in favor of CMIL set
forth herein.


                              SECTION 16. GUARANTEE

                  16.1 Guarantee. To induce the Lenders to execute and deliver
this Agreement, to make Loans, and to issue and participate in Letters of
Credit, and in consideration thereof, Holdings hereby unconditionally and
irrevocably guarantees, as primary obligor and joint and several co-debtor and
not merely as surety to the Agents, the Secured Parties and their successors,
indorsees, transferees and assigns, the prompt and complete payment and
performance when due (whether at the stated maturity, by acceleration or
otherwise) of the Obligations, and Holdings further agrees to pay the expenses
which may be paid or incurred by the Agents or the Secured Parties in collecting
any or all of the Obligations and/or enforcing any rights under this Section 16
or under the Obligations in accordance with subsection 17.5. The guarantee
contained in this Section 16 shall remain in full force and effect until the
Obligations are paid in full and each of the Commitments is terminated,
notwithstanding that from time to time prior thereto any Borrower may be free
from any Obligations.

                  16.2 Waiver of Subrogation. Notwithstanding any payment or
payments made by Holdings in respect of the Obligations or any setoff or
application of funds of Holdings by any Agent or any Lender, until payment in
full of the Obligations and the termination of each of Commitments and until the
Letters of Credit have been terminated, Holdings shall not be entitled



<PAGE>   120


                                                                             113


to be subrogated to any of the rights of the Agents or the Lenders against the
Borrowers or any collateral security or guarantee or right of offset held by any
Agent or any Lender for the payment of the Obligations, nor shall Holdings seek
any reimbursement from any Borrower in respect of payments made by Holdings
hereunder.

                  16.3 Modification of Obligations. Holdings hereby consents
that, without the necessity of any reservation of rights against Holdings and
without notice to or further assent by Holdings, (a) any demand for payment of
the Obligations made by any Agent, the Issuing Lender or any Lender may be
rescinded by the Agent, the Issuing Lender, or the Lenders, and the Obligations
continued; (b) the Obligations, or the liability of any other party upon or for
any part thereof, or any collateral security or guarantee therefor or right of
offset with respect thereto, may, from time to time, in whole or in part, be
renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by any Agent, the Issuing Lender, or any Lender, and
that this Agreement, any Notes, and the other Loan Documents, including, without
limitation, any collateral security document or other guarantee or document in
connection therewith may be amended, modified, supplemented or terminated, in
whole or in part, as the Agents, the Issuing Lender, or the Lenders, may deem
advisable from time to time; and (c) to the extent permitted by applicable law,
any collateral security or guarantee or right of offset at any time held by any
Agent, the Issuing Lender, or any Lender, for the payment of the Obligations may
be sold, exchanged, waived, surrendered or released, all without the necessity
of any reservation of rights against Holdings and without notice to or further
assent by Holdings which will remain bound hereunder notwithstanding any such
renewal, extension, modification, acceleration, compromise, amendment,
supplement, termination, sale, exchange, waiver, surrender or release. The
Agents, the Issuing Lender, and the Lenders shall not have any obligation to
protect, secure, perfect or insure any collateral security document or property
subject thereto at any time held as security for the Obligations. When making
any demand hereunder against Holdings, the Agents, the Issuing Lender, or the
Lenders, may, but shall be under no obligation to, make a similar demand on any
other party or any other guarantor, and any failure by any Agent, the Issuing
Lender, or any Lender, to make any such demand or to collect any payments from
any Borrower or any such other guarantor shall not relieve Holdings of its
obligations or liabilities hereunder, and shall not impair or affect the rights
and remedies, express or implied, or as a matter of law, of the Agents, the
Issuing Lender, or the Lenders, against Holdings. For the purposes of this
subsection "demand" shall include the commencement and continuance of any legal
proceedings.

                  16.4 Waiver by Holdings. Holdings waives the benefits of
division and discussion and any and all notice of the creation, renewal,
extension or accrual of the Obligations and notice of or proof of reliance by
the Agents, the Issuing Lender, or the Lenders upon the guarantee contained in
this Section 16 or acceptance of the guarantee contained in this Section 16, and
the Obligations, and any of them, shall conclusively be deemed to have been
created, contracted, continued or incurred in reliance upon the guarantee
contained in this Section 16, and all dealings between Holdings and the Agents,
the Issuing Lender, or the Lenders shall likewise be conclusively presumed to
have been had or consummated in reliance upon the guarantee contained in this
Section 16. Holdings waives diligence, presentment, protest, demand for payment
and notice of default or nonpayment to or upon any Borrower or Holdings with
respect to any Obligations. This guarantee shall be construed as a continuing
absolute and unconditional
<PAGE>   121


                                                                             114


guarantee of payment without regard to the validity, regularity or
enforceability of this Agreement, any Note or any other Loan Document,
including, without limitation, any collateral security or guarantee therefor or
right of offset with respect thereto at any time or from time to time held by
any Agent, the Issuing Lender, or any Lender and without regard to any defense,
setoff or counterclaim which may at any time be available to or be asserted by
any Borrower against any Agent, the Issuing Lender, or any Lender, or any other
Person, or by any other circumstance whatsoever (with or without notice to or
knowledge of any Borrower or Holdings) which constitutes, or might be construed
to constitute, an equitable or legal discharge of any Borrower for any of its
Obligations, or of Holdings under the guarantee contained in this Section 16 in
bankruptcy or in any other instance, and the obligations and liabilities of
Holdings hereunder shall not be conditioned or contingent upon the pursuit by
any Agent, the Issuing Lender or any Lender or any other Person at any time of
any right or remedy against any Borrower or against any other Person which may
be or become liable in respect of any Obligations or against any collateral
security or guarantee therefor or right of offset with respect thereto. The
guarantee contained in this Section 16 shall remain in full force and effect and
be binding in accordance with and to the extent of its terms upon Holdings and
the successors and assigns thereof, and shall inure to the benefit of the
Lenders and their successors, indorsees, transferees and assigns, until the
Obligations shall have been satisfied in full and the Commitments shall be
terminated, notwithstanding that from time to time during the term of this
Agreement any Borrower may be free from any Obligations.

                  16.5 Reinstatement. This guarantee shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any Obligations is rescinded or must otherwise be restored or
returned by any Agent, the Issuing Lender, or any Lender upon the insolvency,
bankruptcy, dissolution, liquidation or reorganization of Holdings or any
Borrower or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for, Holdings, any Borrower or any
substantial part of their respective property, or otherwise, all as though such
payments had not been made.

                  16.6 Negative Covenants. Until the Obligations shall have been
paid in full, the Letters of Credit shall have expired or been terminated and
the Commitments shall have been terminated, Holdings hereby agrees that it shall
not (i) amend its certificate of incorporation or by-laws unless such amendment
does not adversely affect the interests of any Secured Party in any material
respect, (ii) engage in any activities other than (A) owning the stock of the US
Borrower and Persons formed to consummate, or acquired in, Permitted
Acquisitions or Investments permitted under subsection 13.9 (so long as Holdings
shall, immediately following the closing thereof, cause the assets or Capital
Stock acquired to be contributed to the US Borrower or its Subsidiaries or cause
the merger of the US Borrower with the Person formed to consummate or acquired
in such Investment), (B) its activities incident to the performance of (x) the
Loan Documents, and (y) the issuance and/or sale of its Capital Stock or options
or warrants in respect of its Capital Stock, (C) transactions contemplated
hereby, (D) as permitted by subsections 13.2(b), (d), (h), (n) and (p), 13.3(b),
(e), (h), (i), (j), (k), (l) and (m), 13.4(b), (e), (f), (g), (i) and (j), 13.5,
13.7, 13.8 and 13.9(b), (c), (d), (e), (f), (i), (j), (k), (m) and (n) and the
penultimate paragraph of subsection 13.9 and Schedules 13.2, 13.3, 13.4 and 13.9
(provided that in no event shall Holdings directly own the Capital Stock of any
Person other than the US Borrower or other Persons to the extent expressly
contemplated by clause (ii)(A) above) and (D)




<PAGE>   122


                                                                             115


activities contemplated by this Section 16, (iii) make any Restricted Payment
except as permitted by subsection 13.7 or (iv) amend, supplement or otherwise
modify any of the provisions of the Chips Loan Notes without the consent of the
Administrative Agent and the Required Lenders, provided this clause (iv) shall
not prevent investments in the Chips Loan Notes by Holdings in accordance with
subsection 13.9, or redemption of the Chips Loan Notes by Holdings as long as
the redemption price of the Chips Loan Notes does not exceed the principal of
and accrued and unpaid interest on such Chips Loan Notes on the date of the
redemption.


                            SECTION 17. MISCELLANEOUS

                  17.1 Amendments and Waivers. Neither this Agreement, any Note,
any other Loan Document, nor any terms hereof or thereof may be amended,
supplemented or otherwise modified except in accordance with the provisions of
this subsection. The Required Lenders may, or, with the written consent of the
Required Lenders, the applicable Agent, as the case may be, may, from time to
time, (a) enter into with any Credit Party written amendments, supplements or
modifications hereto and to any Notes and the other Loan Documents for the
purpose of adding any provisions to this Agreement or any Notes or the other
Loan Documents or changing in any manner the rights of the Secured Parties or
any Credit Party or any other Person hereunder or thereunder or (b) waive, on
such terms and conditions as the Required Lenders or the applicable Agent, as
the case may be, may specify in such instrument, any of the requirements of this
Agreement or any Notes or the other Loan Documents or any Default or Event of
Default and its consequences; provided, however, that no such waiver and no such
amendment, supplement or modification shall directly (i) reduce the aggregate
principal amount or extend the final scheduled date of maturity of any Loan or
any installment thereof, or reduce the stated rate of any interest or fee
payable hereunder or thereunder (except (x) in connection with the waiver of
applicability of any post-default increase in interest rates and (y) that any
amendment or modification of defined terms used in the financial covenants in
this Agreement shall not constitute a reduction in the rate of interest or fees
for purposes of this clause (i)) or extend the scheduled date of any payment
thereof, increase the aggregate amount or extend the expiration date of any
Lender's Revolving Credit Commitment, eliminate or reduce the voting rights of
any Lender under this subsection 17.1 or change the currency of any Commitment,
Loan or Letter of Credit, or subordinate the rights to payment or collateral of
any Lenders to any other Indebtedness, or permit the extension of an Interest
Period beyond twelve months, in each case without the consent of each Lender
directly affected thereby, (ii) reduce the percentage specified in the
definition of Required Lenders or consent to the assignment or transfer by the
US Borrower of any of its rights and obligations under this Agreement and the
other Loan Documents (other than in a transaction permitted hereby), release all
or substantially all of the collateral, release Holdings from its Guarantee
Obligations under the Loan Documents or release all or substantially all of the
other guarantors from their Guarantee Obligations under the Loan Documents, in
each case, except as set forth in subsection 15.10, without the written consent
of all the Lenders, (iii) amend, modify or waive any provision of subsection 2.9
or Section 7 (to the extent applicable to Swing Line Notes or the Swing Line
Lender) without the written consent of the Swing Line Lender, (iv) amend, modify
or waive any provision of Section 15 without the written consent of each Agent
directly affected thereby, (v) amend, modify or waive any prepayment required by
subsection 7.3(a), (b) or (c), without the consent of Lenders having in the


<PAGE>   123


                                                                             116


aggregate at least a majority of the outstanding Term Loans, Tranche A Chips
Commitments and Tranche B Chips Commitments (taken as a whole), (vi) amend,
modify or waive the provisions of any Letter of Credit or any Letter of Credit
Obligation without the written consent of the Issuing Lender, (vii) amend,
modify or waive any provision of this Agreement or any other Loan Document
relating to the Multicurrency Revolving Credit Commitments or the extensions of
credit thereunder without the written consent of each Multicurrency Revolving
Credit Lender directly affected thereby (and any such amendment, modification or
waiver approved by each such Multicurrency Revolving Credit Lender shall become
effective without any requirement for consent of any other Lender), or (viii)
amend, modify or waive any provision of subsection 7.3(d) without the written
consent of the Majority Lenders under each adversely affected Facility (as each
such term is defined below). Any such waiver and any such amendment, supplement
or modification shall apply equally to each of the Lenders and shall be binding
upon each of the Borrowers, the Agents, the Lenders, and all future holders of
any of the Obligations. In the case of any waiver, the Credit Parties, the
Lenders, and each of the Agents shall be restored to their former position and
rights hereunder and under the outstanding Loans and the other Loan Documents,
and any Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon. As used in this
subsection, "Facility" refers to each of the Tranche A Chips Commitments, the
Tranche B Chips Commitments and the Tranche B Term Loans and "Majority Lenders"
refers to holders of a majority of the Tranche A Chips Commitment Percentages,
Tranche B Chips Commitment Percentages or Tranche B Term Loan Percentages, as
applicable.

                  17.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered by hand, or two (2) days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of any Borrower, Holdings and the
Agents, the Issuing Lender and the Swing Line Lender, and as set forth on the
signature pages hereto or in any Joinder Agreement in the case of the other
parties hereto, or to such other address as may be hereafter notified by the
respective parties hereto and any future holders of the Loans or any Notes:

         The Borrowers:             c/o Mills & Partners, Inc.
                                    101 South Hanley Road
                                    St. Louis, Missouri 63105
                                    Attention:  David Sindelar
                                    Telecopy:  (314) 746-2299

         with copies to:            Hicks, Muse, Tate & Furst Incorporated
                                    200 Crescent Court, Suite 1600
                                    Dallas, Texas  75201
                                    Attention:  Lawrence D. Stuart, Jr.
                                    Telecopy:   (214) 740-7313



<PAGE>   124


                                                                             117


         Holdings:                  c/o Mills & Partners, Inc.
                                    101 South Hanley Road
                                    St. Louis, Missouri 63105
                                    Attention:  David Sindelar
                                    Telecopy:   (314) 746-2299

         with copies to:            Hicks, Muse, Tate & Furst Incorporated
                                    200 Crescent Court, Suite 1600
                                    Dallas, Texas  75201
                                    Attention:  Lawrence D. Stuart, Jr.
                                    Telecopy:   (214) 740-7313

         The Administrative         The Chase Manhattan Bank
         Agent, the                 Loan & Agency Services Group
         Issuing Lender or          One Chase Manhattan Plaza, 8th Floor
         Swing Line                 New York, New York  10081
         Lender:                    Attention:  Janet Belden
                                    Telecopy: (212) 552-5658

         with copies to:            The Chase Manhattan Bank
                                    270 Park Avenue, 37th Floor
                                    New York, New York  10017
                                    Attention: Dorothy Vena
                                    Telecopy:  (212) 270-4164

         The Canadian               The Chase Manhattan Bank of Canada
         Administrative             1 First Canadian Place
         Agent:                     Suite 6900, P.O. Box 106
                                    Canadian Swing Line
                                    Toronto, Ontario
                                    Canada  M5X 1A4
                                    Attention: Christine Chan
                                    Telecopy: (416) 216-4162

         with copies to:            The Chase Manhattan Bank
                                    270 Park Avenue, 37th Floor
                                    New York, New York  10017
                                    Attention:  Dorothy Vena
                                    Telecopy:  (212) 270-4164

         The Multicurrency          Chase Manhattan International Limited
         Agent:                     Trinity Tower
                                    9 Thomas More Street
                                    London, England  E19YT
                                    Attention: Stephen Clark or Stephen Hurfford
                                    Telecopy: 011 44 171 777 3840


<PAGE>   125


                                                                             118


         with copies to:            The Chase Manhattan Bank
                                    270 Park Avenue, 37th Floor
                                    New York, New York  10017
                                    Attention:  Dorothy Vena
                                    Telecopy:  (212) 270-4164

         The Collateral             The Chase Manhattan Bank
         Agent:                     Loan & Agency Services Group
                                    One Chase Manhattan Plaza, 8th Floor
                                    New York, New York  10081
                                    Attention:  Janet Belden
                                    Telecopy:  (212) 552-5658

provided that any notice, request or demand to or upon the applicable Agent or
the applicable Lenders shall not be effective until received.

                  17.3 No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of any Agent or any Lender, any right,
remedy, power or privilege hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and
privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.

                  17.4 Survival of Representations and Warranties. All
representations and warranties made hereunder and in any document, certificate
or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Agreement and the making of the Loans
hereunder.

                  17.5 Payment of Expenses and Taxes. Each Borrower agrees (a)
to pay or reimburse the applicable Agent for all reasonable out-of-pocket costs
and expenses incurred in connection with the development, preparation and
execution of, and any amendment, supplement or modification to, this Agreement
and any Notes and the other Loan Documents and any other documents prepared in
connection herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including, without limitation, the
reasonable fees and disbursements of counsel to the applicable Agent, (b) to pay
or reimburse each Lender and the applicable Agent for all its reasonable
out-of-pocket costs and expenses incurred in connection with the enforcement or
preservation of any rights under this Agreement, any Notes, the other Loan
Documents and any such other documents, including, without limitation, the
reasonable fees and disbursements of counsel to the applicable Agent and, at any
time after and during the continuance of an Event of Default, of one counsel to
all the Lenders, and (c) to pay, indemnify, and hold each Lender and the
applicable Agent (and their respective directors, officers, employees and
agents) harmless from, any and all recording and filing fees and any and all
liabilities with respect to, or resulting from any delay in paying, stamp,
excise and other similar taxes, if any, which may be payable or determined to be
payable in connection with the execution and delivery of, or consummation or
administration of any of the


<PAGE>   126


                                                                             119


transactions contemplated by, or any amendment, supplement or modification of,
or any waiver or consent under or in respect of, this Agreement, any Notes, the
other Loan Documents and any such other documents, and (d) to pay, indemnify,
and hold each Lender and the applicable Agent (and their respective directors,
officers, employees and agents) harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever with respect
to the execution, delivery, enforcement, performance and administration of this
Agreement, any Notes, the other Loan Documents, the WHB Acquisition Documents,
the WHB Acquisition or the use of the proceeds of the Tranche B Term Loans in
connection with the WHB Acquisition and any such other documents (all the
foregoing in this clause (d), collectively, the "indemnified liabilities"),
provided that the applicable Borrower shall have no obligation hereunder to the
applicable Agent, or any Lender (or their respective directors, officers,
employees and agents) with respect to indemnified liabilities arising from the
gross negligence or wilful misconduct of the indemnified party or, in the case
of indemnified liabilities arising under this Agreement, any Notes and the other
documents, from material breach by the indemnified party of this Agreement, any
Notes or the other Loan Documents, as the case may be. The agreements in this
subsection shall survive repayment of the Loans and all other amounts payable
hereunder.

                  17.6 Successors and Assigns; Participations and Assignments.
(a) This Agreement shall be binding upon and inure to the benefit of the
Borrowers, the Lenders, Agents, and all future holders of the Loans and their
respective successors and assigns, except that no Borrower nor Holdings may,
except as permitted under subsection 13.5 or subsection 17.1, assign or transfer
any of its rights or obligations under this Agreement without the prior written
consent of each Lender directly affected thereby.

                  (b) Any Lender may, in the ordinary course of its commercial
lending business and in accordance with applicable law, at any time sell to one
or more banks, insurance companies, mutual funds, or other financial
institutions or other entities ("Participants") participating interests in any
Loan owing to such Lender, any Note held by such Lender, any Commitment of such
Lender or any other interest of such Lender hereunder and under the other Loan
Documents. In the event of any such sale by a Lender of a participating interest
to a Participant, such Lender's obligations under this Agreement to the other
parties to this Agreement shall remain unchanged, such Lender shall remain
solely responsible for the performance thereof, such Lender shall remain the
holder of any such Loan for all purposes under this Agreement and the other Loan
Documents, and the applicable Borrower and the applicable Agent shall continue
to deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement and the other Loan Documents. No
Lender shall permit any Participant to have the right to consent to any
amendment or waiver in respect of this Agreement or any of the other Loan
Documents, except that such Lender may grant such Participant the right to
consent to any amendment or waiver in respect of this Agreement or the other
Loan Documents that would, directly or indirectly, (i) reduce the aggregate
amount or extend the final maturity of any Loan, or reduce the stated rate of
any interest or fee payable hereunder or extend the scheduled date of any
payment thereof or (ii) consent to the assignment or transfer by the applicable
Borrower of any of its rights and obligations under this Agreement or any of the
other Loan Documents. Each Borrower agrees that if amounts outstanding under
this Agreement and the Loans are due or unpaid, or shall have been declared or
shall have


<PAGE>   127


                                                                             120


become due and payable upon the occurrence of an Event of Default, each
Participant shall be deemed to have the right of setoff in respect of its
participating interest in amounts owing under this Agreement and any Note to the
same extent as if the amount of its participating interest were owing directly
to it as a Lender under this Agreement or any Note, provided that in purchasing
such participating interest, such Participant shall be deemed to have agreed to
share with the Lenders the proceeds thereof as provided in subsection 17.7(a) as
fully as if it were a Lender hereunder. The applicable Borrower also agrees that
each Participant shall be entitled to the benefits of subsections 9.5, 9.6 and
9.7 with respect to its participation in the Commitments and the Loans and
Letters of Credit outstanding from time to time as if it was a Lender; provided
that in the case of subsections 9.5, 9.6 and 9.7, such Participant shall have
complied with the requirements of said subsections as if it were a Lender and
provided, further, that no Participant shall be entitled to receive any greater
amount pursuant to any such subsection than the transferor Lender would have
been entitled to receive in respect of the amount of the participation
transferred by such transferor Lender to such Participant had no such transfer
occurred.

                  (c) Any Lender may, in the ordinary course of its commercial
lending business and in accordance with applicable law, at any time and from
time to time assign to any other Lender of the same class or any local affiliate
or Approved Fund thereof or, with the consent of the applicable Agent and the US
Borrower (such consents not to be unreasonably withheld or delayed), to an
additional bank, mutual fund, or financial or lending institution or any fund
that is regularly engaged in making, purchasing, or investing in loans or
securities (an "Assignee") all or any part of its rights and obligations under
this Agreement and any Notes pursuant to an Assignment and Acceptance, executed
by such Assignee, such assigning Lender (and, in the case of an Assignee that is
not then a Lender of the same class or a local affiliate thereof, by the
applicable Agent) and delivered to the applicable Agent for its acceptance and
recording in the Register; provided that (x) each such transfer (other than to a
Lender or an affiliate or Approved Fund thereof) shall be in respect of a
portion of such assigning Lender's rights and obligations under this Agreement
and any Notes equal to or in excess of the Equivalent Amount of $5,000,000 (or
$2,500,000 with respect to such Lender's Tranche B Term Loan Commitment, Tranche
B Chips Commitment, Tranche B Term Loans or Tranche B Chips Term Loans) or, if
such assigning Lender's outstanding Commitment on the date of such assignment is
less than the Equivalent Amount of $5,000,000, the aggregate of such assigning
Lender's Commitments hereunder unless otherwise consented to by the US Borrower
and the applicable Agent (such consents not to be unreasonably withheld or
delayed) and (y) the Swing Line Lender may not transfer any portion of its Swing
Line Commitment without the consent of the US Borrower (such consent not to be
unreasonably withheld or delayed). Any such assignment need not be ratable as
among the Commitments and Loans. Upon such execution, delivery, acceptance and
recording, from and after the effective date determined pursuant to such
Assignment and Acceptance, (x) unless such transfer is being made to another
Lender or an affiliate or Approved Fund thereof, the Assignee thereunder shall
be a party hereto and, to the extent provided in such Assignment and Acceptance,
have the rights and obligations of a Lender hereunder with Commitments as set
forth therein, and (y) the assigning Lender thereunder shall, to the extent
provided in such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all or the remaining portion of an assigning Lender's rights and obligations
under this Agreement, such assigning Lender shall cease to be a party hereto but
shall continue to be entitled to the expense


<PAGE>   128


                                                                             121


reimbursement and indemnity provisions hereof for the period prior to such
assignment). Without the consent of the Administrative Agent, the Tranche B
Chips Funded Amount funded by any Tranche B Chips Lender under Section 5 shall
not be released in connection with any assignment by it of its Tranche B Chips
Commitment, but shall instead be purchased by the relevant Assignee and continue
to be held for application pursuant to Section 5 in respect of such Assignee's
obligations under the Tranche B Chips Commitment assigned to it. No Assignee of
a Multicurrency Revolving Credit Lender under this subsection 17.6(c) which is a
non-resident of Canada (as defined in the ITA) (to the extent the relevant
assignment involves a Canadian Commitment or C$ Loans (as each such term is
defined in Schedule 3.1(d)) shall be entitled to the benefit of Section 9.7.
References in this subsection 17.6 to "local affiliates" of any transferee
Lender refer to affiliates of such Lender organized under the laws of the same
country as such Lender.

                  (d) The applicable Agent acting, for this purpose, as agent of
the Borrowers shall maintain at its address referred to in subsection 17.2 a
copy of each Assignment and Acceptance delivered to it and a register (the
"Register") for the recordation of the names and addresses of the Lenders and
the Commitments of, and principal amount of the Loans owing to, each Lender from
time to time. The entries in the Register shall be conclusive, in the absence of
manifest error, and the Borrowers, the Agents and the Lenders may treat each
Person whose name is recorded in the Register as the owner of the Loans recorded
therein for all purposes of this Agreement. No assignment or transfer of any
Loan (or portion thereof) or any Note and the obligations evidenced thereby,
shall be effected unless and until it has been recorded in the Register as
provided in this subsection 17.6(d). The Register shall be available for
inspection by the Borrowers or any Lender at any reasonable time and from time
to time upon reasonable prior notice.

                  (e) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and an Assignee (and any other party required by
subsection 17.6(c) to consent thereto) together with payment, by the Assignee,
to the applicable Agent of a registration and processing fee of the Equivalent
Amount of $4,000 if the Assignee is not a Lender, or an affiliate or an Approved
Fund thereof, prior to the execution of the Assignment and Acceptance and $1,000
otherwise, the applicable Agent shall (i) promptly accept such Assignment and
Acceptance and (ii) on the effective date determined pursuant thereto record the
information contained therein in the Register and give notice of such acceptance
and recordation to the assigning Lender, the Assignee and the US Borrower;
provided however, that, in the case of contemporaneous assignments by a Lender
to more than one fund managed by the same investment advisor (which funds are
not then Lenders hereunder), only a single such $4,000 (or $1,000, as
applicable) fee shall be payable for all such contemporaneous assignments). On
or prior to such effective date, if requested, the applicable Borrower, at its
own expense, shall execute and deliver to the applicable Agent (in exchange for
any Revolving Credit Note, Swing Line Note or Term Note of the assigning Lender)
a new Revolving Credit Note, Swing Line Note or Term Note, as the case may be,
to the order of such Assignee in an amount equal to the Revolving Credit
Commitment, Swing Line Commitment or portion of the Term Loan, as the case may
be, assumed by it pursuant to such Assignment and Acceptance and, if the
assigning Lender has retained a Revolving Credit Commitment, Swing Line
Commitment or portion of a Term Loan hereunder, a new Revolving Credit Note,
Swing Line Note or Term Note, as the case may be, to the order of


<PAGE>   129


                                                                             122


the assigning Lender in an amount equal to the Revolving Credit Commitment or
Term Loan, as the case may be, retained by it hereunder. Such new Notes shall be
in the form of the Note replaced thereby.

                  (f) Each Borrower authorizes each Lender to disclose to any
Participant or Assignee (each, a "Transferee") and any prospective Transferee
any and all financial information in such Lender's possession concerning the
Credit Parties and their Affiliates which has been delivered to such Lender by
or on behalf of the Credit Parties pursuant to this Agreement or which has been
delivered to such Lender by or on behalf of the Credit Parties in connection
with such Lender's credit evaluation of each Borrower and its Affiliates prior
to becoming a party to this Agreement, under the condition such Transferee or
prospective Transferee agrees to comply with the provisions of subsection 17.18.

                  (g) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this subsection concerning assignments of
Loans and Notes relate only to absolute assignments and that such provisions do
not prohibit assignments creating security interests, including, without
limitation, any pledge or assignment by a Lender of any Loan or Note to (i) any
Federal Reserve Bank in accordance with applicable law or (ii) any trustee for,
or any other representative of, holders of obligations owed, or securities
issued, by such Lender, as security for such obligations or securities (provided
that such Lender shall not, as between the Borrowers and such Lender, be
relieved of any of its obligations hereunder as a result thereof).

                  17.7 Adjustments; Set-off. (a) If any Lender (a "Benefitted
Lender") shall at any time receive any payment of all or part of the Obligations
owing to it or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in subsection 14(f), or otherwise), in a greater proportion than any
such payment to or collateral received by any other Lender, if any, in respect
of the Obligations owing to such other Lender, such Benefitted Lender shall
purchase for cash from the other Lenders a participating interest in such
portion of the Obligations owing to each such other Lender, or shall provide
such other Lenders with the benefits of any such collateral, or the proceeds
thereof, as shall be necessary to cause such Benefitted Lender to share the
excess payment or benefits of such collateral or proceeds ratably with each of
the Lenders; provided, however, that if all or any portion of such excess
payment or benefits is thereafter recovered from such Benefitted Lender, such
purchase shall be rescinded, and the purchase price and benefits returned, to
the extent of such recovery, but without interest.

                  (b) In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to any
Credit Party, any such notice being expressly waived by each Credit Party to the
extent permitted by applicable law, upon any amount becoming due and payable by
any Credit Party hereunder or under any Notes (whether at the stated maturity,
by acceleration or otherwise) to set-off and appropriate and apply against such
amount any and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by such Lender or any branch,
affiliate or agency thereof to or for the credit or the account of such Credit
Party. Each Lender agrees promptly to notify the relevant Credit Party and the
applicable


<PAGE>   130


                                                                             123


Agent after any such set-off and application made by such Lender, provided that
the failure to give such notice shall not affect the validity of such set-off
and application.

                  17.8 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. A set of the copies of this Agreement signed by all the
parties shall be lodged with each of the Borrowers and Agents. The execution and
delivery of this Agreement by any Lender shall be binding upon each of its
successors and assigns (including Transferees of its Commitments and Loans in
whole or in part prior to effectiveness hereof) and binding in respect of all of
its Commitments and Loans, including any acquired subsequent to its execution
and delivery hereof and prior to the effectiveness hereof.

                  17.9 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                  17.10 Integration. This Agreement and the other Loan Documents
represent the agreement of the Credit Parties and the Secured Parties with
respect to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by any of the Agents or any Lender relative to the
subject matter hereof not expressly set forth or referred to herein or in the
other Loan Documents.

                  17.11 Judgment Currency.

                  (a) If, for the purpose of obtaining or enforcing a judgment
against any Credit Party in any court in any jurisdiction, it becomes necessary
to convert into any other currency (such other currency being hereinafter in
this subsection 17.11 referred to as the "Judgment Currency") an amount due in a
particular currency (the "Denominated Currency") under any Loan Document, the
conversion shall be made at the rate of exchange prevailing on the Business Day
immediately preceding the date of actual payment of the amount due, in the case
of any proceeding in the courts of any jurisdiction that will give effect to
such conversion being made on such date, or the date on which the judgment is
given, in the case of any proceeding in the courts of the province of Ontario or
in the courts of any other jurisdiction (the applicable date as of which such
conversion is made pursuant to this subsection 17.11 being hereinafter in this
subsection 17.11 referred to as the "Judgment Conversion Date").

                  (b) If, in the case of any proceeding in the court of any
jurisdiction referred to in subsection 17.11(a), there is a change in the rate
of exchange prevailing between the Judgment Conversion Date and the time of
actual receipt of the amount due in immediately available funds, the applicable
Credit Party shall pay such additional amount (if any, but in any event not a
lesser amount) as may be necessary to ensure that the amount actually received
in the Judgment Currency, when converted at the rate of exchange prevailing on
the date of payment, will produce the amount of Denominated Currency which could
have been purchased with the amount of the


<PAGE>   131


                                                                             124


Judgment Currency stipulated in the judgment or judicial order at the rate of
exchange prevailing on the Judgment Conversion Date.

                  (c) Any amount due from any Credit Party under this subsection
17.11 shall be due as a separate debt, shall survive as a separate cause of
action independent of the judgment and shall not be affected by judgment being
obtained for any other amounts due under or in respect of any of the Loan
Documents.

                  (d) The term "rate of exchange" in this subsection 17.11 means
the spot rate of exchange at which the applicable Agent would, on the relevant
date at or about 12:00 noon, be prepared to sell Denominated Currency against
the Judgment Currency.

                  17.12 Risks of Superior Force. Each of the Credit Parties
expressly assumes all risks of superior force, such that it shall be bound to
timely execute each and every of its obligations under this Agreement
notwithstanding the existence or occurrence of any event or circumstance
constituting a superior force within the meaning of Article 1693 of the Civil
Code of Quebec.

                  17.13 Language. The parties hereto have agreed that this
Agreement as well as any document or instrument relating thereto be drawn up in
English only. Les parties aux presentes ont convenu que la presente Convention
ainsi que tous autres actes ou documents s'y rattachant soient rediges en
anglais seulement.

                  17.14 GOVERNING LAW. THIS AGREEMENT AND ANY NOTES AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND ANY NOTES SHALL
BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.

                  17.15 Submission To Jurisdiction; Waivers. Each of the
Borrowers and Holdings hereby irrevocably and unconditionally:

                  (a) submits for itself and its property in any legal action or
         proceeding relating to this Agreement and the other Loan Documents to
         which it is a party, or for recognition and enforcement of any
         judgement in respect thereof, to the non-exclusive general jurisdiction
         of the courts of the State of New York, the courts of the United States
         of America for the Southern District of New York, and appellate courts
         from any thereof;

                  (b) consents that any such action or proceeding may be brought
         in such courts and waives any objection that it may now or hereafter
         have to the venue of any such action or proceeding in any such court or
         that such action or proceeding was brought in an inconvenient court and
         agrees not to plead or claim the same;



<PAGE>   132


                                                                             125


                  (c) agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar form of mail), postage
         prepaid, to Holdings or such Borrower at their respective addresses set
         forth in subsection 17.2 or at such other address of which any Agent
         shall have been notified pursuant thereto;

                  (d) agrees that nothing herein shall affect the right to
         effect service of process in any other manner permitted by law or shall
         limit the right to sue in any other jurisdiction;

                  (e) waives, to the maximum extent not prohibited by law, any
         right it may have to claim or recover in any legal action or proceeding
         referred to in this subsection any special, exemplary, punitive or
         consequential damages; and

                  (f) with respect to the Foreign Subsidiary Borrowers, appoints
         Viasystems, Inc., 101 South Hanley Road, Suite 400, St. Louis, Missouri
         63105, as its agent (the "Process Agent") to receive on its behalf
         service of copies of the summons and complaint and any other process
         that may be served in any such proceeding. Service may be made on the
         Process Agent at its address specified above or on the Foreign
         Subsidiary Borrower at its address specified hereunder, in each case in
         the manner provided for the giving of notices in subsection 17.2
         hereof.

                  17.16 Acknowledgements. Each of the Borrowers and Holdings
hereby acknowledges that:

                  (a) it has been advised by counsel in the negotiation,
         execution and delivery of this Agreement and any Notes and the other
         Loan Documents;

                  (b) no Secured Party has any fiduciary relationship with or
         duty to the Credit Parties arising out of or in connection with this
         Agreement or any of the other Loan Documents, and the relationship
         between the Secured Parties, on one hand, and the Credit Parties, on
         the other hand, in connection herewith or therewith is solely that of
         creditor and debtor; and

                  (c) no joint venture exists among the Secured Parties or among
         the Credit Parties and the Secured Parties.

                  17.17 WAIVERS OF JURY TRIAL. HOLDINGS, EACH BORROWER, THE
LENDERS, AND EACH AGENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY NOTES
OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

                  17.18 Confidentiality. Each Lender agrees to keep confidential
any information obtained by it pursuant hereto and the other Loan Documents
identified as confidential in writing at the time of delivery in accordance with
such Lender's customary practices and agrees that it will only use such
information in connection with the transactions contemplated by this


<PAGE>   133


                                                                             126


Agreement and not disclose any of such information other than (a) to such
Lender's officers, directors, employees, representatives, attorneys, agents or
affiliates who are advised of the confidential nature of such information, (b)
to the extent such information presently is or hereafter becomes available to
such Lender on a non-confidential basis from any source or such information that
is in the public domain at the time of disclosure, (c) to the extent disclosure
is required by law, regulation, subpoena or judicial order or process (provided
that notice of such requirement or order shall be promptly furnished to the US
Borrower unless such notice is legally prohibited) or requested or required by
bank regulators or auditors or any administrative body, commission, or other
Governmental Authority to whose jurisdiction such Lender may be subject, (d) to
Assignees or Participants or potential Assignees or Participants or to
professional advisors or direct or indirect contractual counterparties in swap
agreements provided in each case such Person agrees to be bound by the
provisions of this subsection 17.18, (e) to the extent required in connection
with any litigation between any Credit Party and any Lender with respect to the
Loans or this Agreement and the other Loan Documents, (f) to rating agencies,
their employees, representatives, attorneys, agents or affiliates who are
advised of the confidential nature of such information and agree to be bound by
provisions of this subsection 17.18, (g) to the National Association of
Insurance Commissioners and (h) with the applicable Borrower's prior written
consent. The agreements in this subsection shall survive repayment of the Loans
and all other amounts payable hereunder.

                  17.19 Sharing Agreement. Each Lender agrees to comply with all
of the obligations applicable to it under the Sharing Agreement. Notwithstanding
anything to the contrary contained in this Agreement, any of the other Loan
Documents, or the Sharing Agreement, the Credit Parties and their respective
Subsidiaries are not a party to and shall not be bound by the Sharing Agreement.

                  17.20 No Guarantee of Domestic Obligations by Foreign
Subsidiaries of US Borrower. Notwithstanding anything herein to the contrary or
in any of the other Loan Documents, no Foreign Subsidiary of the US Borrower
guarantees the Domestic Obligations and none of the assets of any Foreign
Subsidiary secure or shall be used to pay the Domestic Obligations.

                  17.21 Application of Indentures. The US Borrower represents,
acknowledges and agrees that (a) the incurrence of the Loans hereunder is
permitted under Section 4.3(a) of each of the existing indentures for the Senior
Subordinated Notes and the borrowing of the Loans hereunder will be made
pursuant thereto and (b) for all purposes of such indentures it is not intended
that the Loans hereunder be treated as a borrowing under such indentures.

                  17.22 Conflicts. In the event of a conflict between the terms
and conditions of this Agreement and the terms and conditions of the other Loan
Documents, the terms and conditions of this Agreement shall control.


            [The remainder of this page is intentionally left blank]



<PAGE>   134





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

                                   VIASYSTEMS GROUP, INC.,
                                    as Guarantor


                                   By: /s/ DAVID M. SINDELAR
                                      -----------------------------------
                                   Name:   David M. Sindelar
                                   Title:  Senior Vice President


                                   BORROWERS

                                   VIASYSTEMS, INC.,
                                    as US Borrower


                                   By: /s/ DAVID M. SINDELAR
                                      -----------------------------------
                                   Name:   David M. Sindelar
                                   Title:  Senior Vice President


                                   VIASYSTEMS CANADA, INC.,
                                    as Canadian Borrower


                                   By: /s/ DAVID M. SINDELAR
                                      -----------------------------------
                                   Name:   David M. Sindelar
                                   Title:  Senior Vice President


                                   PRINT SERVICE HOLDING N.V.,
                                    as a Foreign Subsidiary Borrower


                                   By: /s/ DAVID M. SINDELAR
                                      -----------------------------------
                                   Name:   David M. Sindelar
                                   Title:  Senior Vice President





<PAGE>   135



                                   AGENTS


                                   THE CHASE MANHATTAN BANK,
                                    as Administrative Agent and Collateral
                                    Agent, and as a Lender


                                   By: /s/ ROBERT ANASTASIO
                                      -----------------------------------
                                   Name: Robert Anastasio
                                   Title: Vice President


                                   THE CHASE MANHATTAN BANK
                                   OF CANADA, as Canadian Administrative Agent


                                   By: /s/ CHRISTINE CHAN
                                      -----------------------------------
                                   Name: Christine Chan
                                   Title: Vice President


                                   CHASE MANHATTAN INTERNATIONAL
                                   LIMITED, as Multicurrency Administrative
                                    Agent

                                   By: /s/ STEPHEN CLARKE
                                      -----------------------------------
                                   Name: Stephen Clarke
                                   Title: Second Vice President


                                   CHASE MANHATTAN BANK DELAWARE,
                                   as Issuing Lender

                                   By: /s/ ROBERT ANASTASIO
                                      -----------------------------------
                                   Name: Robert Anastasio
                                   Title: Vice President

                                   BANK OF AMERICA CANADA,
                                   as Canadian Lender

                                   By: /s/ RICHARD J. HALL
                                      -----------------------------------
                                   Name: Richard J. Hall
                                   Title: Vice President


<PAGE>   136



                                                                 SCHEDULE 3.1(d)

                          CANADIAN BORROWER PROVISIONS

                             SECTION 1. DEFINITIONS

                  Defined Terms. Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement, and the following terms shall have the following meanings:

                  "Acceptance Fee" shall mean the fee payable in C$ to each
         Canadian Lender in respect of Bankers' Acceptances computed in
         accordance with subsection 2.3(e).

                  "Applicable BA Discount Rate" shall mean (i) with respect to
         any Schedule I Canadian Lender, as applicable to a Bankers' Acceptance
         being purchased by such Schedule I Canadian Lender on any day, the
         average (as determined by the Canadian Administrative Agent) of the
         respective percentage discount rates (expressed to two decimal places
         and rounded upward, if necessary, to the nearest 1/100th of 1%) quoted
         to the Canadian Administrative Agent by each Schedule I Reference
         Canadian Lender as the percentage discount rate at which such Schedule
         I Reference Canadian Lender would, in accordance with its normal
         practices, at or about 10:00 A.M. (Toronto time) on such day, be
         prepared to purchase bankers' acceptances accepted by such Schedule I
         Reference Canadian Lender having a term and face amount comparable to
         the term and face amount of such Bankers' Acceptance and (ii) with
         respect to any Schedule II Canadian Lender, as applicable to a Bankers'
         Acceptance being purchased by such Schedule II Canadian Lender on any
         day, the lesser of (x) the average (as determined by the Canadian
         Administrative Agent) of the respective percentage discount rates
         (expressed to two decimal places and rounded upward, if necessary, to
         the nearest 1/100th of 1%) quoted to the Canadian Administrative Agent
         by each Schedule II Reference Canadian Lender as the percentage
         discount rate at which such Schedule II Reference Canadian Lender
         would, in accordance with its normal practices, at or about 10:00 A.M.
         (Toronto time) on such day, be prepared to purchase bankers'
         acceptances accepted by such Schedule II Reference Canadian Lender
         having a term and a face amount comparable to the term and face amount
         of such Bankers' Acceptance and (y) the rate that is 0.10% per annum in
         excess of the rate determined pursuant to clause (i) of this definition
         in connection with the relevant issuance of Bankers' Acceptances.

                  "Applicable Margin for Canadian Borrowing" shall mean (a) in
         the case of Bankers' Acceptances, the Applicable Margin for
         Eurocurrency Loans that are Multicurrency Revolving Credit Loans and
         (b) in the case of C$ Prime Loans, the Applicable Margin for Base Rate
         Loans that are Multicurrency Revolving Credit Loans.

                  "Available Canadian Commitment" shall mean as to any Canadian
         Lender, at a particular time, an amount equal to the excess, if any, of
         (a) the amount of such Canadian Lender's Canadian Commitment at such
         time over (b) the aggregate principal amount of all C$ Loans made by
         such Canadian Lender then outstanding.

                  "BA Discount Proceeds" shall mean in respect of any Bankers'
         Acceptance to be purchased by a Canadian Lender on any day under
         subsection 2.3, an amount (rounded to


<PAGE>   137


                                                                               2


         the nearest whole Canadian cent, and with one-half of one Canadian cent
         being rounded up) calculated on such day by dividing:

                  (a) the face amount of such Bankers' Acceptance; by

                  (b) the sum of one plus the product of:

                           (i)      the Applicable BA Discount Rate (expressed
                                    as a decimal) applicable to such Bankers'
                                    Acceptance; and

                           (ii)     a fraction, the numerator of which is the
                                    number of days remaining in the term of such
                                    Bankers' Acceptance and the denominator of
                                    which is 365;

                                    with such product being rounded up or down
                                    to the fifth decimal place and .000005 being
                                    rounded up.

                  "Bankers' Acceptance" shall mean a bill of exchange or a
         depository bill governed by the Depository Bills and Notes Act (Canada)
         denominated in C$ drawn by the Canadian Borrower and accepted by a
         Canadian Lender pursuant to subsection 2.3.

                  "Borrowing Date (Canada)" shall mean any Business Day (Canada)
         specified in a notice as a date on which the Canadian Borrower requests
         the Canadian Lenders to make C$ Loans.

                  "Business Day (Canada)" shall mean a day on which banks are
         open for business in Toronto, Ontario, Canada but excludes Saturday,
         Sunday and any other day which is a legal holiday in Toronto, Ontario,
         Canada.

                  "Canadian Administrative Agent" shall mean Chase Canada,
         together with its affiliates, as the agent for the Canadian Lenders
         under the Credit Agreement and the other Loan Documents.

                  "Canadian Administrative Office" shall mean the Canadian
         Administrative Agent's office located at 1 First Canadian Place, 100
         King Street West, Suite 6900, Toronto, Ontario M5X 1A4, or such other
         office in Canada as may be designated as such by the Canadian
         Administrative Agent by written notice to the Canadian Borrower and the
         Canadian Lenders.

                  "Canadian Commitment" shall mean as to any Canadian Lender,
         the obligation of such Canadian Lender to make C$ Prime Loans to and
         purchase Bankers' Acceptances from the Canadian Borrower hereunder in
         an aggregate principal or face amount at any one time outstanding up to
         but not exceeding the amount set forth opposite such Canadian Lender's
         name on Schedule 1.1 to the Credit Agreement under the caption
         "Multicurrency Revolving Credit Commitment" (expressed in Canadian
         Dollars) or, in the case of a Person that is party to an assignment
         permitted under subsection 17.6 of the


<PAGE>   138


                                                                               3


         Credit Agreement after the Closing Date, as specified in the respective
         instrument of assignment pursuant to which such assignment is effected
         (as the same may be reduced at any time or from time to time pursuant
         to subsection 3.3 of this Schedule or reallocated from time to time
         pursuant to subsection 2.6 of this Schedule. The original aggregate
         principal amount of the Canadian Commitments is the Canadian Dollar
         equivalent of US$75,000,000; provided, that in no event shall the
         aggregate outstanding principal amount of the C$ Loans, together with
         the aggregate outstanding principal amount of the other Multicurrency
         Revolving Credit Loans and Multicurrency Letter of Credit Outstandings
         exceed the Equivalent Amount equal to US$75,000,000.

                  "Canadian Dollars" or "C$" shall mean dollars in lawful
         currency of Canada.

                  "Canadian Exchange Rate" shall mean on a particular date, the
         rate at which C$ may be exchanged into US$, determined by reference to
         the Bank of Canada noon rate as published on the Reuters Screen page
         BOFC. In the event that such rate does not appear on such Reuters page,
         the "Canadian Exchange Rate" shall be determined by reference to any
         other means (as selected by the Canadian Administrative Agent) by which
         such rate is quoted or published from time to time by the Bank of
         Canada (in each case as in effect at or about 12:00 Noon, Toronto time,
         on the Business Day (Canada) immediately preceding the relevant date of
         determination); provided, that if at the time of any such
         determination, for any reason, no such exchange rate is being quoted or
         published, the Canadian Administrative Agent may use any reasonable
         method as it deems applicable to determine such rate, and such
         determination shall be prima facie evidence of the accuracy thereof, in
         the absence of manifest error.

                  "Canadian Lender" shall mean each of the Lenders that is
         referred to as such in Schedule 1.1 to the Credit Agreement and each
         lender or financial institution that becomes a Canadian Lender after
         the date hereof pursuant to subsection 17.6 of the Credit Agreement.

                  "Canadian Lending Office" shall mean for each Canadian Lender,
         the lending office for such Canadian Lender (or of an affiliate of such
         Canadian Lender) designated for each type of C$ Loan in the
         administrative questionnaire of such Canadian Lender or such other
         lending office of such Canadian Lender (or of an affiliate of such
         Canadian Lender) as such Canadian Lender may from time to time specify
         to the Canadian Administrative Agent and the Canadian Borrower as the
         office by which its C$ Loans of such type are to be made and
         maintained.

                  "Chase Canada" shall mean The Chase Manhattan Bank of Canada.

                  "C$ Commitment Percentage" shall mean as to any Canadian
         Lender at any time, the percentage of the aggregate Canadian
         Commitments then constituted by such Canadian Lender's Canadian
         Commitment.

                  "C$ Loans" shall mean the collective reference to C$ Prime
         Loans and Bankers' Acceptances; for the purposes of this Agreement, the
         principal amount of any C$ Loan


<PAGE>   139


                                                                               4


         constituting a Bankers' Acceptance shall be deemed to be the
         undiscounted face amount of such Bankers' Acceptance.

                  "C$ Note" as defined in subsection 3.2 hereof.

                  "C$ Prime Loans" shall mean advances denominated in Canadian
         Dollars that bear interest at a rate based upon the C$ Prime Rate.

                  "C$ Prime Rate" shall mean with respect to a C$ Prime Loan, on
         any day, the greater of (a) the annual rate of interest announced from
         time to time by the Canadian Administrative Agent as its reference rate
         then in effect for determining interest rates on C$ denominated
         commercial loans in Canada and (b) the annual rate of interest equal to
         the sum of (i) the CDOR Rate and (ii) 0.50% per annum.

                  "CDOR Rate" shall mean on any date, the per annum rate of
         interest which is the rate based on the rate applicable to C$ bankers'
         acceptances for a term of 30 days appearing on the "Reuters Screen CDOR
         Page" (as defined in the International Swap Dealer Association, Inc.
         definitions, as modified and amended from time to time) on such date,
         or if such date is not a Business Day (Canada), then on the immediately
         preceding Business Day (Canada); provided, however, that if no such
         rate appears on the Reuters Screen CDOR Page as contemplated, then the
         CDOR Rate on any date shall be calculated as the arithmetic mean of the
         rates for the term and amount referred to above applicable to C$
         bankers' acceptances quoted by the Schedule I Reference Canadian
         Lenders as of 10:00 A.M., Toronto time, on such date or, if such date
         is not a Business Day (Canada), then on the immediately preceding
         Business Day (Canada).

                  "Draft" shall mean a blank bill of exchange, within the
         meaning of the Bills of Exchange Act (Canada), in substantially the
         form set forth in Exhibit A to this Schedule, drawn by the Canadian
         Borrower on a Canadian Lender, denominated in C$ and bearing such
         distinguishing letters and numbers as such Lender may determine, but
         which at such time, except as otherwise provided herein, has not been
         completed or accepted by such Lender.

                  "Drawing" shall mean the creation and purchase of Bankers'
         Acceptances and/or the purchase of completed Drafts, by the Canadian
         Lenders pursuant to subsection 2.3.

                  "Schedule I Canadian Lender" shall mean any Canadian bank
         named on Schedule I to the Bank Act (Canada).

                  "Schedule I Reference Canadian Lender" shall mean Canadian
         Imperial Bank of Commerce and The Bank of Nova Scotia.

                  "Schedule II Canadian Lender" shall mean any Canadian bank
         named on Schedule II to the Bank Act (Canada).

                  "Schedule II Reference Canadian Lender" shall mean Chase
         Canada.


<PAGE>   140


                                                                               5


                       SECTION 2. THE CANADIAN COMMITMENTS

                  2.1 The Canadian Commitments. Subject to the terms and
conditions hereof, each Canadian Lender severally agrees to make revolving
credit loans (which shall be C$ Prime Loans) to, and to accept and, at the
option of the Canadian Borrower, purchase Bankers' Acceptances from, the
Canadian Borrower from time to time during the Multicurrency Revolving Credit
Commitment Period in an aggregate principal amount at any one time outstanding
not to exceed the lesser of (i) such Lender's Canadian Commitment and (ii) the
Multicurrency Revolving Credit Commitment of such Lender less the aggregate
outstanding principal amount of the other Multicurrency Revolving Credit Loans
of such Lender and its Multicurrency Revolving Credit Percentage of the
Multicurrency Letter of Credit Outstandings (it being understood and agreed that
the Multicurrency Administrative Agent shall calculate the Equivalent Amount of
the then outstanding Multicurrency Revolving Credit Loans (including C$ Loans)
in any Multicurrency on the date on which the Canadian Borrower has given the
Canadian Administrative Agent a notice of borrowing with respect to any C$ Loan
for purposes of determining compliance with this subsection). During the
Multicurrency Revolving Credit Commitment Period, the Canadian Borrower may use
the Canadian Commitments by borrowing, prepaying (other than Bankers'
Acceptances) or repaying the C$ Prime Loans or Bankers' Acceptances, in whole or
in part, and reborrowing, all in accordance with the terms and conditions
hereof.

                  2.2 Procedure for C$ Prime Loan Borrowing. The Canadian
Borrower may borrow C$ Prime Loans during the Multicurrency Revolving Credit
Commitment Period on any Business Day (Canada), provided that the Canadian
Borrower shall give the Canadian Administrative Agent irrevocable written or
telephonic notice (in the case of telephonic notice, to be promptly confirmed in
writing) (which notice must be received by the Canadian Administrative Agent
prior to 10:00 A.M., Toronto time, one Business Day (Canada) prior to the
requested Borrowing Date (Canada)), specifying (a) the amount to be borrowed and
(b) the requested Borrowing Date (Canada). Each borrowing of C$ Prime Loans
shall be in an amount equal to C$300,000 or a whole multiple of C$100,000 in
excess thereof. Upon receipt of any such irrevocable notice from the Canadian
Borrower, the Canadian Administrative Agent shall promptly notify each Canadian
Lender thereof. Each Canadian Lender will make the amount of its pro rata share
of each such borrowing available to the Canadian Administrative Agent for the
account of the Canadian Borrower at the Canadian Administrative Office prior to
11:00 A.M., Toronto time, on the Borrowing Date (Canada) requested by the
Canadian Borrower in funds immediately available to the Canadian Administrative
Agent. Such borrowing will then be made available on such date to the Canadian
Borrower by the Canadian Administrative Agent crediting the account of the
Canadian Borrower on the books of the Canadian Administrative Office with the
aggregate of the amounts made available to the Canadian Administrative Agent by
the Canadian Lenders and in like funds as received by the Canadian
Administrative Agent.

                  2.3 Bankers' Acceptances. (a) The Canadian Borrower may issue
Bankers' Acceptances denominated in C$, for acceptance and, at the Canadian
Borrower's option, purchase by the Canadian Lenders, each in accordance with the
provisions of this subsection 2.3.



<PAGE>   141


                                                                               6


                  (b) Procedures.

                  (1) Notice. The Canadian Borrower shall notify the Canadian
         Administrative Agent by irrevocable written or telephonic notice (in
         the case of telephonic notice, to be promptly confirmed in writing) by
         10:00 A.M., Toronto time, two Business Days (Canada) prior to the date
         of the relevant borrowing in respect of any borrowing by way of
         Bankers' Acceptances.

                  (2) Minimum Borrowing Amount. Each borrowing by way of
         Bankers' Acceptances shall be in a minimum aggregate face amount of
         C$1,000,000 or a whole multiple of C$100,000 in excess thereof.

                  (3) Face Amounts. The face amount of each Bankers' Acceptance
         shall be C$100,000 or any whole multiple thereof.

                  (4) Term. Bankers' Acceptances shall be issued and shall
         mature on a Business Day (Canada). Each Bankers' Acceptance shall have
         a term of 30, 60, 90 or 180 days (or such shorter or longer term as
         shall be agreed to by all of the Canadian Lenders), shall mature on or
         before the Scheduled Revolving Credit Commitment Termination Date and
         shall be in form and substance reasonably satisfactory to each Canadian
         Lender.

                  (5) Bankers' Acceptances in Blank. To facilitate the
         acceptance of Bankers' Acceptances under this Agreement, the Canadian
         Borrower shall, from time to time as required, provide to the Canadian
         Administrative Agent Drafts duly executed and endorsed in blank by the
         Canadian Borrower in quantities sufficient for each Canadian Lender to
         fulfill its obligations hereunder. In addition, the Canadian Borrower
         hereby appoints each Canadian Lender as its attorney, with respect to
         Bankers' Acceptances for which the Canadian Borrower has provided a
         Bankers' Acceptance notice:

                           (i) to complete and sign on behalf of the Canadian
                  Borrower, either manually or by facsimile or mechanical
                  signature, the Drafts to create the Bankers' Acceptances
                  (with, in each Canadian Lender's discretion, the inscription
                  "This is a depository bill subject to the Depository Bills and
                  Notes Act (Canada)");

                           (ii) after the acceptance thereof by any Canadian
                  Lender, to endorse on behalf of the Canadian Borrower, either
                  manually or by facsimile or mechanical signature, such
                  Bankers' Acceptance in favor of the applicable purchaser or
                  endorsee thereof including, in such Canadian Lender's
                  discretion, such Canadian Lender or a clearing house (as
                  defined by the Depository Bills and Notes Act (Canada));

                           (iii) to deliver such Bankers' Acceptances to such
                  purchaser or to deposit such Bankers' Acceptances with such
                  clearing house; and



<PAGE>   142


                                                                               7


                           (iv) to comply with the procedures and requirements
                  established from time to time by such Canadian Lender or such
                  clearing house in respect of the delivery, transfer and
                  collection of bankers' acceptances and depository bills.

         The Canadian Borrower recognizes and agrees that all Bankers'
         Acceptances signed, endorsed, delivered or deposited on its behalf by a
         Canadian Lender shall bind the Canadian Borrower as fully and
         effectually as if signed in the handwriting of and duly issued,
         delivered or deposited by the proper signing officer of the Canadian
         Borrower. Each Canadian Lender is hereby authorized to accept such
         Drafts or issue such Bankers' Acceptances endorsed in blank in such
         face amounts as may be determined by such Canadian Lender in accordance
         with the terms of this Agreement, provided that the aggregate amount
         thereof is less than or equal to the aggregate amount of Bankers'
         Acceptances required to be accepted by such Canadian Lender. No
         Canadian Lender shall be responsible or liable for its failure to
         accept a Bankers' Acceptance if the cause of such failure is, in whole
         or in part, due to the failure of the Canadian Borrower to provide duly
         executed and endorsed Drafts to the Canadian Administrative Agent on a
         timely basis, nor shall any Canadian Lender be liable for any damage,
         loss or other claim arising by reason of any loss or improper use of
         any such instrument except loss or improper use arising by reason of
         the gross negligence or willful misconduct of such Canadian Lender, its
         officers, employees, agents or representatives. The Canadian
         Administrative Agent and each Canadian Lender shall exercise such care
         in the custody and safekeeping of Drafts as it would exercise in the
         custody and safekeeping of similar property owned by it. Each Canadian
         Lender will, upon the request of the Canadian Borrower, promptly advise
         the Canadian Borrower of the number and designation, if any, of Drafts
         then held by it for the Canadian Borrower. Each Canadian Lender shall
         maintain a record with respect to Drafts and Bankers' Acceptances (i)
         received by it from the Canadian Administrative Agent in blank
         hereunder, (ii) voided by it for any reason, (iii) accepted by it
         hereunder, (iv) purchased by it hereunder and (v) canceled at their
         respective maturities. Each Canadian Lender further agrees to retain
         such records in the manner and for the statutory periods provided in
         the various Canadian provincial or federal statutes and regulations
         which apply to such Canadian Lender.

                  (6) Execution of Bankers' Acceptances. Drafts of the Canadian
         Borrower to be accepted as Bankers' Acceptances hereunder shall be duly
         executed on behalf of the Canadian Borrower. Notwithstanding that any
         person whose signature appears on any Bankers' Acceptance as a
         signatory for the Canadian Borrower may no longer be an authorized
         signatory for the Canadian Borrower at the date of issuance of a
         Bankers' Acceptance, such signature shall nevertheless be valid and
         sufficient for all purposes as if such authority had remained in force
         at the time of such issuance, and any such Bankers' Acceptance so
         signed shall be binding on the Canadian Borrower.

                  (7) Issuance of Bankers' Acceptances. Promptly following
         receipt of a notice of borrowing by way of Bankers' Acceptances, the
         Canadian Administrative Agent shall so advise the Canadian Lenders and
         shall advise each Canadian Lender of the face amount of each Draft to
         be accepted by it and the term thereof. The aggregate face amount of
         Drafts to be accepted by a Canadian Lender shall be determined by the
         Canadian


<PAGE>   143


                                                                               8


         Administrative Agent on a pro rata basis by reference to the respective
         Canadian Commitments of the Canadian Lenders, except that, if the face
         amount of a Draft which would otherwise be accepted by a Canadian
         Lender would not be C$100,000 or a whole multiple thereof, such face
         amount shall be increased or reduced by the Canadian Administrative
         Agent in its reasonable discretion to the nearest whole multiple of
         C$100,000.

                  (8) Acceptance of Bankers' Acceptances. Each Draft to be
         accepted by a Canadian Lender shall be accepted at such Canadian
         Lender's Canadian Lending Office.

                  (9) Purchase of Bankers' Acceptances. Each Canadian Lender
         shall be required to purchase (subject to the commercial availability
         of a resale market in the case of Bankers' Acceptances with a term of
         approximately 30, 60, 90 or 180 days (or such shorter or longer term as
         determined under subsection 2.3(b)(4)), as the case may be) from the
         Canadian Borrower on the Borrowing Date (Canada), at the Applicable BA
         Discount Rate, the Bankers' Acceptances accepted by it on such date and
         to provide to the Canadian Administrative Agent the BA Discount
         Proceeds thereof not later than 12:00 Noon, Toronto time, on such
         Borrowing Date (Canada) for the account of the Canadian Borrower. The
         Acceptance Fee payable by the Canadian Borrower to such Canadian Lender
         under subsection 2.3(e) in respect of each Bankers' Acceptance accepted
         and purchased by such Canadian Lender from the Canadian Borrower shall
         be set off against the BA Discount Proceeds payable by such Canadian
         Lender under this subsection 2.3(b)(9). Not later than 2:00 P.M.,
         Toronto time, on such Borrowing Date (Canada), the Canadian
         Administrative Agent shall make such BA Discount Proceeds available to
         the Canadian Borrower by crediting the account of the Canadian Borrower
         on the books of the Canadian Administrative Office with the aggregate
         of the amounts made available to the Canadian Administrative Agent by
         the Canadian Lenders and in like funds as received by the Canadian
         Administrative Agent.

                  (10) Sale of Bankers' Acceptances. Each Canadian Lender may at
         any time and from time to time hold, sell, rediscount or otherwise
         dispose of any or all Bankers' Acceptances accepted and purchased by
         it.

                  (11) Waiver of Presentment and Other Conditions. To the extent
         permitted by applicable law, the Canadian Borrower waives presentment
         for payment and any other defense to payment of any amounts due to a
         Canadian Lender in respect of a Bankers' Acceptance accepted by it
         pursuant to this Agreement which might exist solely by reason of such
         Bankers' Acceptance being held, at the maturity thereof, by such
         Canadian Lender in its own right, and the Canadian Borrower agrees not
         to claim any days of grace if such Canadian Lender as holder sues the
         Canadian Borrower on the Bankers' Acceptances for payment of the amount
         payable by the Canadian Borrower thereunder.

                  (c) The Canadian Borrower shall reimburse a Canadian Lender
for, and there shall become due and payable at 12:00 Noon, Toronto time, on the
maturity date for each Bankers' Acceptance, an amount in Canadian Dollars in
same day funds equal to the face amount of such Bankers' Acceptance. The
Canadian Borrower shall make each such reimbursement


<PAGE>   144


                                                                               9


payment (i) by causing any proceeds of a Refunding Bankers' Acceptance (as
defined in subsection 2.3(d) below) issued in accordance with subsection 2.3(d)
or conversion of such Bankers' Acceptance in accordance with subsection 3.7
below or subsection 7.4 of the Credit Agreement to be applied in reduction of
such reimbursement payment; and (ii) by depositing the amount of such
reimbursement payment (or any portion thereof remaining unpaid after application
of any proceeds referred to in clause (i)) with the Canadian Administrative
Office in accordance with subsection 9.4 of the Credit Agreement. The Canadian
Borrower's payment in accordance with this subsection shall satisfy its
obligations under any Bankers' Acceptance to which it relates, and the Canadian
Lender which has accepted such Bankers' Acceptance shall thereafter be solely
responsible for the payment of such Bankers' Acceptance.

                  (d) The Canadian Borrower shall give irrevocable written or
telephonic notice (in the case of telephonic notice, to be promptly confirmed in
writing) (or such other method of notification as may be agreed upon between the
Canadian Administrative Agent and the Canadian Borrower) to the Canadian
Administrative Agent at or before 10:00 A.M., Toronto time, two Business Days
(Canada) prior to the maturity date of each Bankers' Acceptance of the Canadian
Borrower's intention to issue a Bankers' Acceptance on such maturity date (a
"Refunding Bankers' Acceptance") to provide for the payment of such maturing
Bankers' Acceptance (it being understood that payments by the Canadian Borrower
and fundings by the Canadian Lenders in respect of each maturing Bankers'
Acceptance and the related Refunding Bankers' Acceptance shall be made on a net
basis reflecting the difference between the face amount of such maturing
Bankers' Acceptance and the BA Discount Proceeds (net of the applicable
Acceptance Fee) of such Refunding Bankers' Acceptance). If the Canadian Borrower
fails to give such notice or does not have sufficient funds on deposit in the
amount of reimbursement payment in accordance with subsection 2.3(c)(ii), the
Canadian Borrower shall be deemed to have requested that such maturing Bankers'
Acceptances be repaid with the proceeds of C$ Prime Loans (without any
requirement to give notice with respect thereto), commencing on the maturity
date of such maturing Bankers' Acceptances.

                  (e) An Acceptance Fee shall be payable by the Canadian
Borrower to each Canadian Lender in advance (in the manner specified in
subsection 2.3(b)(9) hereof) upon the issuance of a Bankers' Acceptance to be
accepted by such Canadian Lender calculated at the rate per annum equal to the
Applicable Margin for Canadian Borrowing, such Acceptance Fee to be calculated
on the face amount of such Bankers' Acceptance and to be computed on the basis
of the number of days in the term of such Bankers' Acceptance and a year of 365
days.

                  (f) Upon the occurrence of any Event of Default which is
continuing, the Canadian Borrower shall, forthwith, without any demand or the
taking of any action by the Canadian Administrative Agent, provide cover for all
outstanding Bankers' Acceptances by paying to the Canadian Administrative Agent
immediately available funds in an amount equal to the then aggregate face amount
of all outstanding Bankers' Acceptances, which funds shall be held by the
Canadian Administrative Agent in an account as collateral security, and in
addition to any other rights or remedies of any Canadian Lender and the Canadian
Administrative Agent hereunder, any Canadian Lender or the Canadian
Administrative Agent (or such alternate arrangement as may be agreed upon by the
Canadian Borrower and such Canadian Lender or the Canadian Administrative Agent,
as applicable) shall be entitled to deposit and retain in an


<PAGE>   145


                                                                              10


account to be maintained by the Canadian Administrative Agent (bearing interest
at the Canadian Administrative Agent's rates as may be applicable in respect of
other deposits of similar amounts for similar terms), for the ratable benefit of
the Canadian Lenders, amounts which are received by such Canadian Lender or the
Canadian Administrative Agent from the Canadian Borrower hereunder or as
proceeds of the exercise of any rights or remedies of any Canadian Lender or the
Canadian Administrative Agent hereunder against the Canadian Borrower, to the
extent such amounts may be required to satisfy any contingent or unmatured
obligations or liabilities of the Canadian Borrower to the Canadian Lenders or
the Canadian Administrative Agent, or any of them hereunder.

                  2.4 Conversion Option. Subject to the provisions of this
Agreement, the Canadian Borrower may, prior to the Scheduled Revolving Credit
Commitment Termination Date, effective on any Business Day (Canada), convert, in
whole or in part, C$ Prime Loans into Bankers' Acceptances or vice versa upon
giving to the Canadian Administrative Agent prior irrevocable written or
telephonic notice (in the case of telephonic notice, to be promptly confirmed in
writing) within the notice period and in the form which would be required to be
given to the Canadian Administrative Agent in respect of the category of C$ Loan
into which the outstanding C$ Loan is to be converted in accordance with the
provisions of subsection 2.2 or 2.3, as applicable, provided that:

             (a)  no C$ Prime Loan may be converted into a Bankers' Acceptance
                  when any Event of Default has occurred and is continuing;

             (b)  each conversion to Bankers' Acceptances shall be for an
                  aggregate amount of C$1,000,000 (and whole multiples of
                  C$100,000 in excess thereof), and each conversion to C$ Prime
                  Loans shall be in a minimum aggregate amount of C$300,000; and

             (c)  Bankers' Acceptances may be converted only on the maturity
                  date of such Bankers' Acceptances and, provided that, if less
                  than all such Bankers' Acceptances are so converted, then
                  after such conversion not less than C$1,000,000 (and whole
                  multiples of C$100,000 in excess thereof) shall remain as
                  Bankers' Acceptances.

                  2.5 Circumstances Making Bankers' Acceptances Unavailable. (a)
If the Canadian Administrative Agent determines in good faith, which
determination shall be final, conclusive and binding upon the Canadian Borrower,
and notifies the Canadian Borrower that, by reason of circumstances affecting
the money market, there is no market for Bankers' Acceptances, then:

                  (i) the right of the Canadian Borrower to request a borrowing
         by way of Bankers' Acceptance shall be suspended until the Canadian
         Administrative Agent determines that the circumstances causing such
         suspension no longer exist and the Canadian Administrative Agent so
         notifies the Canadian Borrower; and



<PAGE>   146


                                                                              11


                  (ii) any notice relating to a borrowing by way of Bankers'
         Acceptance which is outstanding at such time shall be deemed to be a
         notice requesting a borrowing by way of C$ Prime Loans (all as if it
         were a notice given pursuant to subsection 2.2).

                  (b) The Canadian Administrative Agent shall promptly notify
the Canadian Borrower and the Canadian Lenders of the suspension of the Canadian
Borrower's right to request a borrowing by way of Bankers' Acceptance and of the
termination of such suspension.

                  2.6 Designation of Borrowings. On or prior to the date which
is five (5) Business Days (Canada) prior to the first day of each fiscal quarter
of the Canadian Borrower, the US Borrower and the Canadian Borrower shall give
notice to each of the Canadian Administrative Agent and the Multicurrency
Administrative Agent, respectively, of the aggregate Canadian Commitment and the
aggregate Multicurrency Revolving Credit Commitment (excluding, for this
purpose, the Canadian Commitment) to be available during such fiscal quarter,
and the Canadian Administrative Agent and the Multicurrency Administrative Agent
shall promptly notify the Canadian Lenders and the Multicurrency Revolving
Credit Lenders, respectively, thereof. The US Borrower and the Canadian Borrower
agree that at no time during such fiscal quarter shall the aggregate principal
amount of the C$ Loans exceed the aggregate Canadian Commitment specified in
such notice, nor shall the aggregate principal amount of the other Multicurrency
Revolving Credit Loans and the Multicurrency Letter of Credit Outstandings
exceed the aggregate Multicurrency Revolving Credit Commitment specified in such
notice, and in no event shall the aggregate of the Canadian Commitments and the
Multicurrency Revolving Credit Commitments exceed US$75,000,000. No further
reallocation of the Canadian Commitment or the Multicurrency Revolving Credit
Commitment shall be permitted within any particular fiscal quarter without the
prior written consent of each Canadian Lender and each Multicurrency Revolving
Credit Lender, in their sole discretion.

                  2.7 Fees. The Canadian Borrower shall pay to the Canadian
Administrative Agent for the account of each Canadian Lender commitment fees in
Canadian Dollars on the daily average unused amount of such Canadian Lender's
Canadian Commitment (for which purpose, the aggregate amount of any Bankers'
Acceptance liabilities shall be deemed to be a pro rata (based on the Canadian
Commitments) use of each Canadian Lender's Canadian Commitment) for the period
from the Closing Date to and including the earlier of the date the Canadian
Commitments are terminated and the Scheduled Revolving Credit Commitment
Termination Date, at a rate per annum equal to the Applicable Margin for
Commitment Fees in effect from time to time. Accrued commitment fees under this
subsection 2.7 shall be payable on the last day of each of March, June,
September and December and on the earlier of the date the Canadian Commitments
are terminated and the Scheduled Revolving Credit Commitment Termination Date.
The Canadian Borrower shall pay to the Canadian Administrative Agent on the
Closing Date agency and additional commitment fees in the amounts heretofore
mutually agreed in writing. The Canadian Borrower shall pay to the Canadian
Administrative Agent on the Closing Date and on each anniversary thereof, so
long as any of the Canadian Commitments are in effect and until payment in full
of all C$ Loans hereunder, all interest thereon and all other amounts payable
hereunder, and an annual agency fee in the amount heretofore mutually agreed in
writing.



<PAGE>   147


                                                                              12


                          SECTION 3. GENERAL PROVISIONS

                  3.1 Repayment of Loans; Evidence of Debt. The Canadian
Borrower hereby unconditionally promises to pay to the Canadian Administrative
Agent for the account of each Canadian Lender the then unpaid principal amount
of each C$ Loan of such Canadian Lender on the Scheduled Revolving Credit
Commitment Termination Date (or such earlier date on which the C$ Loans become
due and payable pursuant to Section 14 of the Credit Agreement). The Canadian
Borrower hereby further agrees to pay interest on the unpaid principal amount of
the C$ Loans from time to time outstanding from the date hereof until payment in
full thereof at the rates per annum, and on the dates, set forth in subsection
3.5 hereof.

                  3.2 C$ Notes. The C$ Prime Loans made by each Canadian Lender
under its Canadian Commitment shall be evidenced, if requested by such Canadian
Lender, by a single promissory note of the Canadian Borrower (each, a "C$ Note")
in substantially the form of Exhibit B to this Schedule, dated the Closing Date,
payable to such Canadian Lender in a principal amount equal to the maximum
possible amount of such Canadian Commitment as in effect on the Closing Date and
otherwise duly completed. Each Canadian Lender is hereby authorized by the
Canadian Borrower to endorse on the schedule (or a continuation thereof)
attached to each C$ Note of such Canadian Lender, to the extent applicable, the
date and amount for each C$ Prime Loan made by such Canadian Lender to the
Canadian Borrower hereunder, and the date and amount of each payment or
prepayment of principal of such C$ Loan received by such Canadian Lender,
provided that any failure by such Canadian Lender to make any such endorsement
or any error in any such endorsement shall not affect the obligations of the
Canadian Borrower under such C$ Note or hereunder in respect of such C$ Prime
Loan.

                  3.3 Termination or Reduction of Commitments. (a) The Canadian
Commitments shall terminate on the Scheduled Revolving Credit Commitment
Termination Date.

                  (b) The Canadian Borrower shall have the right to terminate or
reduce the unused Canadian Commitments at any time or from time to time to an
amount not less than the aggregate principal amount of the C$ Prime Loans and
Bankers' Acceptances outstanding, provided that (i) the Canadian Borrower shall
give no less than two Business Days' (Canada) notice of each such termination or
reduction to the Canadian Administrative Agent and (ii) each partial reduction
shall be in an aggregate amount at least equal to C$1,000,000 and, if greater,
in integral multiples of C$100,000. Any termination of the Canadian Commitments
shall be accompanied by prepayment in full of all C$ Prime Loans together with
accrued interest thereon to the date of such prepayment, and by cash
collateralization, but not prepayment, of the Bankers' Acceptances on terms
satisfactory to the Canadian Administrative Agent.

                  3.4 Optional and Mandatory Prepayments. (a) Optional
Prepayments. The Canadian Borrower shall have the right to prepay the C$ Loans,
in whole or in part, at any time or from time to time, provided that the
Canadian Borrower shall give the Canadian Administrative Agent at least one
Business Days' (Canada) irrevocable notice of each such prepayment specifying
the date and amount of such prepayment. Upon receipt of any such notice the
Canadian Administrative Agent shall promptly notify each Canadian Lender
thereof. If any such notice is given, the amount specified in such notice shall
be due and payable on the date


<PAGE>   148


                                                                              13


specified therein, together with any amounts payable pursuant to subsection 9.8
of the Credit Agreement. Partial prepayments shall be in an aggregate principal
amount of C$1,000,000 or a whole multiple of C$100,000 in excess thereof.
Notwithstanding anything to the contrary above, C$ Loans consisting of Bankers'
Acceptances may not be prepaid pursuant to this subsection.

                  (b) Mandatory Prepayment. If, at any time during the
Commitment Period, the aggregate principal amount of C$ Loans outstanding with
respect to all Canadian Lenders exceeds the aggregate Canadian Commitments then
in effect by more than 5% of the aggregate principal amount of the Canadian
Commitments then in effect, the Canadian Borrower shall, without notice or
demand, immediately repay the C$ Loans (or, in the case of Bankers' Acceptances,
cash collateralize such Bankers' Acceptances) in an aggregate principal amount
equal to such excess, together with interest accrued to the date of such payment
or prepayment.

                  3.5 Interest Rates and Payment Dates. (a) Subject to
subsection 3.5(b) below, each C$ Prime Loan shall bear interest at a rate per
annum equal to the C$ Prime Rate plus the Applicable Margin for Canadian
Borrowing.

                  (b) The Canadian Borrower hereby promises to pay to the
Canadian Administrative Agent for the account of each Canadian Lender interest
at 2% above the otherwise applicable rate (x) on any principal of any C$ Loan
made by such Canadian Lender and on any other amount payable by the Canadian
Borrower hereunder or under the C$ Note held by such Canadian Lender to or for
account of such Canadian Lender (but, if such amount is interest, only to the
extent legally enforceable), that shall not be paid in full when due (whether at
stated maturity, by acceleration, by mandatory prepayment or otherwise), for the
period from and including the due date thereof to but excluding the date the
same is paid in full and (y) during any period when an Event of Default shall
have occurred under Section 14(a) of the Credit Agreement and for so long as
such Event of Default shall be continuing, on any principal of any C$ Loan made
by such Canadian Lender.

                  (c) Accrued interest on each C$ Prime Loan shall be calculated
monthly and payable quarterly in arrears on the last day of each of March, June,
September and December, and in any event, upon the payment or prepayment
thereof, but only on the principal so paid or prepaid; provided that interest
payable as contemplated by subsection 3.5(b) shall be payable from time to time
on demand of the Canadian Administrative Agent or the Canadian Lenders having at
least 51% of the aggregate amount of the Canadian Commitments. Promptly after
the determination of any interest rate provided for herein or any change
therein, the Canadian Administrative Agent shall notify the Canadian Lenders and
the Canadian Borrower thereof.

                  (d) Interest in respect of C$ Prime Loans (and all other
amounts denominated in C$) shall be payable in C$ and shall be payable based
upon a year of 365 days.

                  (e) (i) If any provision of this Schedule or the Credit
Agreement would obligate any party to the Credit Agreement to make any payment
of interest or other amount payable to any Canadian Lender in an amount or
calculated at a rate which would be prohibited by law or would result in a
receipt by such Canadian Lender of interest at a criminal rate (as such terms
are construed under the Criminal Code (Canada)), then notwithstanding such
provision, such amount


<PAGE>   149


                                                                              14


or rate shall be deemed to have been adjusted with retroactive effect to the
maximum amount or rate of interest, as the case may be, as would not be so
prohibited by law or so result in a receipt by such Canadian Lender of interest
at a criminal rate, such adjustment to be effected, to the extent necessary, as
follows:

                  (x)      first, by reducing the amount or rates of interest
                           required to be paid under this subsection 3.5; and

                  (y)      thereafter, by reducing any fees, commissions,
                           premiums and other amounts which would constitute
                           interest for purposes of Section 347 of the Criminal
                           Code (Canada).

                  (ii) If, notwithstanding the provisions of clause (i) of this
subsection 3.5(e), and after giving effect to all adjustments contemplated
thereby, any Canadian Lender shall have received an amount in excess of the
maximum permitted by such clause, then the party having paid such amount shall
be entitled, by notice in writing to such Canadian Lender, to obtain
reimbursement from such Canadian Lender of an amount equal to such excess, and,
pending such reimbursement, such amount shall be deemed to be an amount payable
by such Canadian Lender to such party.

                  (iii) Any amount or rate of interest referred to in this
subsection 3.5(e) shall be determined in accordance with generally accepted
actuarial practices and principles as an effective annual rate of interest over
the term of any C$ Loan on the assumption that any charges, fees or expenses
that fall within the meaning of "interest" (as defined in the Criminal Code
(Canada)) shall, if they relate to a specific period of time, be prorated over
that period of time and otherwise be prorated over the period from the Closing
Date to the Scheduled Revolving Credit Commitment Termination Date and, in the
event of dispute, a certificate of a Fellow of the Canadian Institute of
Actuaries appointed by the Canadian Administrative Agent shall be conclusive for
the purposes of such determination absent manifest error.

                  3.6 Computation of Interest and Fees. For the purposes of the
Interest Act (Canada), in any case in which an interest rate is stated in this
Agreement to be calculated on the basis of a year of 360 days or 365 days, as
the case may be, the yearly rate of interest to which such interest rate is
equivalent is equal to such interest rate multiplied by the number of days in
the year in which the relevant interest payment accrues and divided by 360 or
365, respectively. In addition, the principles of deemed investment of interest
do not apply to any interest calculations under this Agreement and the rates of
interest stipulated in this Agreement are intended to be nominal rates and not
effective rates or yields.

                  3.7 Pro Rata Treatment and Payments. (a) Each borrowing by the
Canadian Borrower from the Canadian Lenders hereunder, each payment by the
Canadian Borrower on account of any commitment fee or Acceptance Fee hereunder
and any reduction of the Canadian Commitments of the Canadian Lenders shall be
made pro rata according to the respective C$ Commitment Percentages. Each
payment by the Canadian Borrower on account of principal of and interest on the
C$ Loans shall be made pro rata according to the respective outstanding
principal amounts of the relevant C$ Loans then held by the relevant Canadian
Lenders. All


<PAGE>   150


                                                                              15


payments (including prepayments) to be made by the Canadian Borrower hereunder,
whether on account of principal, interest, fees or otherwise, shall be made
without set off or counterclaim and shall be made prior to 11:00 A.M., Toronto
time, on the due date thereof to the Canadian Administrative Agent, for the
account of the Canadian Lenders, at the Canadian Administrative Office in C$ and
in immediately available funds. The Canadian Administrative Agent shall
distribute such payments to the Canadian Lenders promptly upon receipt in like
funds as received, but the Canadian Borrower shall have satisfied its payment
obligation hereunder upon payment to the Canadian Administrative Agent,
regardless of whether such Canadian Administrative Agent distributes such
payments as required hereunder. If any payment hereunder becomes due and payable
on a day other than a Business Day (Canada), such payment shall be extended to
the next succeeding Business Day (Canada), and, with respect to payments of
principal, interest thereon shall be payable at the then applicable rate during
such extension.

                  (b) Unless the Canadian Administrative Agent shall have
received notice from a Canadian Lender prior to 11:00 A.M., Toronto time, on any
Borrowing Date (Canada) that such Lender will not make available to the Canadian
Administrative Agent such Canadian Lender's share of the borrowing requested to
be made on such Borrowing Date (Canada), the Canadian Administrative Agent may
assume that such Canadian Lender has made its share of such borrowing available
to the Canadian Administrative Agent on such Borrowing Date (Canada), and the
Canadian Administrative Agent may, in reliance upon such assumption, make
available to the Canadian Borrower on such Borrowing Date (Canada) a
corresponding amount. If such amount is not so made available to the Canadian
Administrative Agent by such Canadian Lender on such Borrowing Date (Canada),
the Canadian Administrative Agent shall also be entitled to recover such amount
with interest thereon at the rate per annum applicable to the C$ Prime Rate
determined for such day plus 1%, on demand, from the relevant Canadian Lender.
Nothing contained in this subsection 3.7(b) shall relieve any Canadian Lender
which has failed to make available its share of any borrowing hereunder from its
obligation to do so in accordance with the terms hereof or prejudice any rights
which the Canadian Borrower may have against any Canadian Lender as a result of
any default by such Canadian Lender to make loans.

                  (c) The failure of any Canadian Lender to make the C$ Loan to
be made by it on any Borrowing Date (Canada) shall not relieve any other Lender
of its obligation, if any, hereunder to make its C$ Loan on such Borrowing Date
(Canada), but no Lender shall be responsible for the failure of any other
Canadian Lender to make the C$ Loan to be made by such other Canadian Lender on
such Borrowing Date (Canada).

                  3.8 Additional Costs. (a) If the adoption of or any change in
any Requirement of Law regarding capital adequacy or in the interpretation or
application thereof by any Governmental Authority or compliance by any Canadian
Lender or any corporation controlling such Canadian Lender with any request or
directive regarding capital adequacy (whether or not having the force of law)
from any Governmental Authority made subsequent to the date hereof shall have
the effect of reducing the rate of return on such Canadian Lender's or such
corporation's capital as a consequence of its obligations hereunder to a level
below that which such Canadian Lender or such corporation could have achieved
but for such adoption, change or compliance (taking into consideration such
Lender's or such corporation's policies with respect to capital adequacy) by an
amount deemed by such Canadian Lender to be material, then from


<PAGE>   151


                                                                              16


time to time, the Canadian Borrower shall promptly pay to such Canadian Lender,
upon written demand therefor, such additional amount or amounts as will
compensate such Canadian Lender for such reduced rate of return. In determining
such additional amounts, each Canadian Lender will act reasonably and in good
faith and will use averaging and attribution methods which are reasonable and
which will, to the extent the reduced rate of return relates to such Canadian
Lender's loans or commitments in general and are not specifically attributable
to C$ Loans or Canadian Commitments hereunder, be calculated with respect to all
loans or commitments similar to the C$ Loans or Canadian Commitments made by
such Canadian Lender hereunder whether or not the loan documentation for such
other loans or commitments permits the Canadian Lender to charge the respective
borrower on a basis similar to that provided in this subsection 3.8.

                  (b) If any Canadian Lender becomes entitled to claim any
additional amounts pursuant to this subsection, it shall promptly notify the
Canadian Borrower (with a copy to the Canadian Administrative Agent) of the
event by reason of which it has become so entitled. A certificate as to any
additional amounts payable pursuant to this subsection submitted by such
Canadian Lender to the Canadian Borrower (with a copy to the Canadian
Administrative Agent), showing in reasonable detail the basis for the
calculation thereof, shall be prima facie evidence of such additional amounts
payable. The agreements in this subsection shall survive the termination of the
Credit Agreement and the payment of the C$ Loans and all other amounts payable
thereunder.

                  3.9 Taxes. All payments made by the Canadian Borrower in
respect of amounts owing under this Schedule and any C$ Notes shall be made free
and clear of, and without deduction or withholding for or on account of, any
present or future income, stamp or other taxes, levies, imposts, duties,
charges, fees, deductions or withholdings, now or hereafter imposed, levied,
collected, withheld or assessed by any Governmental Authority, excluding taxes
imposed on the Canadian Administrative Agent or any Canadian Lender as a result
of a present or former connection between the Canadian Administrative Agent or
such Canadian Lender and the jurisdiction of the Governmental Authority imposing
such tax or any political subdivision or taxing authority thereof or therein
(other than any such connection arising solely from the Canadian Administrative
Agent or such Canadian Lender having executed, delivered or performed its
obligations or received a payment under, or enforced, this Schedule or any C$
Note). If any such non-excluded taxes, levies, imposts, duties, charges, fees
deductions or withholdings ("Non-Excluded Taxes") are required to be withheld
from any amounts payable to the Canadian Administrative Agent or any Canadian
Lender hereunder or under any C$ Note, the amounts so payable to the Canadian
Administrative Agent or such Canadian Lender shall be increased to the extent
necessary to yield to the Canadian Administrative Agent or such Canadian Lender
(after payment of all Non-Excluded Taxes) interest or any such other amounts
payable hereunder at the rates or in the amounts specified in this Schedule,
provided, however, that the Canadian Borrower shall not be required to increase
any such amounts payable to the Canadian Administrative Agent, any Canadian
Lender or any holder of Bankers' Acceptances if such increased amount arises as
a result of the failure of such Canadian Lender, the Canadian Administrative
Agent or any holder of Bankers' Acceptances to be a Person resident in Canada
for the purposes of the Income Tax Act (Canada). The Canadian Borrower shall
also indemnify the Canadian Administrative Agent and each Canadian Lender on an
after-tax basis for any


<PAGE>   152


                                                                              17


additional taxes on net income which the Canadian Administrative Agent or such
Canadian Lender, as the case may be, may be obligated to pay as a result of the
receipt of additional amounts under this subsection 3.9. Whenever any
Non-Excluded Taxes are payable by the Canadian Borrower, as promptly as possible
thereafter but in any event within 45 days after the date of payment, the
Canadian Borrower shall send to the Canadian Administrative Agent for its own
account or for the account of such Canadian Lender, as the case may be, a
certified copy of an original official receipt received by the Canadian Borrower
showing payment thereof. If the Canadian Borrower fails to pay any Non-Excluded
Taxes when due to the appropriate taxing authority or fails to remit to the
Canadian Administrative Agent the required receipts or other required
documentary evidence, the Canadian Borrower shall indemnify the Canadian
Administrative Agent and the Canadian Lenders for any incremental taxes,
interest or penalties that may become payable by the Canadian Administrative
Agent or any Canadian Lender as a result of any such failure. The agreements in
this subsection shall survive the termination of this Schedule and the payment
of the C$ Loans and all other amounts payable hereunder.

                  3.10 Substitution of Lender. If any Canadian Lender has
demanded compensation under subsection 3.8 of this Schedule, the Canadian
Borrower shall have the right, with the assistance of the Canadian
Administrative Agent, to seek a substitute bank or banks (which may be one or
more of the Lenders) satisfactory to the Canadian Borrower and the Canadian
Administrative Agent to purchase the C$ Notes and assume the Canadian
Commitments of such Canadian Lender. Any such Canadian Lender shall be obligated
to sell the C$ Notes for cash without recourse to such substitute bank or banks
and to execute and deliver an appropriately completed assignment and assumption
agreement reasonably satisfactory to the Canadian Administrative Agent and the
Canadian Borrower and any other document or perform any act reasonably necessary
to effect the assumption of the rights and obligations of such substitute bank
or banks.


<PAGE>   153


                                                                               1

                                                                       EXHIBIT B
                                                              To Schedule 3.1(d)


                                [Form of C$ Note]

                                 PROMISSORY NOTE


                  FOR VALUE RECEIVED, (the "Canadian Borrower"), hereby promises
to pay to___________________ (the "Bank"), for account of its respective
Applicable Lending Offices provided for by the Credit Agreement referred to
below, at the principal office of the Canadian Administrative Agent at 1 First
Canadian Place, 100 King Street West, Suite 6900, Toronto, Ontario M5X 1A4, the
aggregate unpaid principal amount of the C$ Prime Loans made by the Bank to the
Canadian Borrower under the Credit Agreement), in lawful money in the currency
of such C$ Prime Loans and in immediately available funds, on the dates and in
the principal amounts provided in the Credit Agreement, and to pay interest on
the unpaid principal amount of each such C$ Prime Loan, at such office, in like
money and funds, for the period commencing on the date of such C$ Prime Loan
until such C$ Prime Loan shall be paid in full, at the rates per annum and on
the dates provided in the Credit Agreement.

                  The date, amount and interest rate of each C$ Prime Loan made
by the Bank to the Canadian Borrower and each payment made on account of the
principal thereof, shall be recorded by the Bank on its books and, prior to any
transfer of this C$ Note, endorsed by the Bank on the schedule attached hereto
or any continuation thereof, provided that the failure of the Bank to make any
such recordation or endorsement shall not affect the obligations of the Canadian
Borrower to make a payment when due of any amount owing under the Credit
Agreement or hereunder in respect of the C$ Prime Loans made by the Bank.

                  This C$ Note is one of the C$ Notes referred to in the Credit
Agreement dated as of March 29, 2000 (as the same may be amended, restated,
modified and supplemented and in effect from time to time, the "Credit
Agreement") between Viasystems, Inc., the Canadian Borrower and other borrowers
parties thereto, the lenders parties thereto (including the Bank), The Chase
Manhattan Bank as Administrative Agent, The Chase Manhattan Bank of Canada as
Canadian Administrative Agent and the other agents and arranger parties thereto
and evidences C$ Prime Loans made by the Bank thereunder. Terms used but not
defined in this C$ Note have the respective meanings assigned to them in the
Credit Agreement.

                  The Credit Agreement provides for the acceleration of the
maturity of this C$ Note upon the occurrence of certain events and for
prepayments of C$ Prime Loans upon the terms and conditions specified therein.

                  Except as permitted by subsection 17.6 of the Credit
Agreement, this C$ Note may not be assigned by the Bank to any other Person.


<PAGE>   154


                                                                               2



                  This C$ Note shall be governed by, and construed in accordance
with, the law of the State of New York.


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



                                   By:
                                      -----------------------------------
                                      Title:



<PAGE>   155


                                                                               3

                           SCHEDULE OF C$ PRIME LOANS

                  This C$ Note evidences C$ Prime Loans made, Continued or
Converted under the within-described Credit Agreement to the Canadian Borrower,
on the dates, in the principal amounts and bearing interest at the rates set
forth below, subject to the payments, Continuations, Conversions and prepayments
of principal set forth below.


<TABLE>
<CAPTION>
                         Principal                              Amount Paid,
    Date Made,             Amount                                 Prepaid,             Unpaid
     Continued              of                                  Continued or          Principal           Notation
   or Converted            Loan            Interest Rate          Converted            Amount              Made by
   ------------          ---------         -------------        ------------          ---------           --------
<S>                      <C>               <C>                  <C>                   <C>                 <C>
</TABLE>






<PAGE>   156

                                                                    EXHIBIT A TO
                                                                CREDIT AGREEMENT



                            ASSIGNMENT AND ACCEPTANCE


         Reference is made to the Credit Agreement, dated as of March __, 2000,
(as amended, amended and restated, supplemented or otherwise modified from time
to time, the "Credit Agreement"), among Viasystems Group, Inc., a Delaware
corporation ("Holdings"), Viasystems, Inc., a Delaware corporation (the "US
Borrower"), Viasystems Canada, Inc., a Quebec corporation (the "Canadian
Borrower"), Print Service Holding N.V., a company organized under the laws of
the Netherlands ("Print Service"), any Future Foreign Subsidiary Borrowers which
may from time to time become parties thereto, the several banks and other
financial institutions from time to time parties thereto (the "Lenders"), The
Chase Manhattan Bank of Canada ("Chase Canada"), as Canadian administrative
agent (in such capacity, the "Canadian Administrative Agent"), Chase Manhattan
International Limited, as the multicurrency administrative agent (in such
capacity, the "Multicurrency Administrative Agent"), and The Chase Manhattan
Bank ("Chase"), as administrative agent for the Lenders (in such capacity, the
"Administrative Agent"). Terms defined in the Credit Agreement are used herein
with the same meanings.

         _______________ (the "Assignor") and ___________________ (the
"Assignee") agree as follows:

         1. The Assignor hereby irrevocably sells and assigns to the Assignee
without recourse to the Assignor, and the Assignee hereby irrevocably purchases
and assumes from the Assignor without recourse to the Assignor, as of the
Effective Date (as defined below), an interest (the "Assigned Interest") as set
forth on Schedule 1 in and to the Assignor's rights and obligations under the
Credit Agreement with respect to those credit facilities contained in the Credit
Agreement as are set forth on Schedule 1 (individually, an "Assigned Facility";
collectively, the "Assigned Facilities"), in a principal amount for each
Assigned Facility as set forth on Schedule 1.

         2. The Assignor (i) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Credit Agreement, any other Loan Document or any other instrument
or document furnished pursuant thereto, other than that it is the legal and
beneficial owner of the interest being assigned by it hereunder, that it has not
created any adverse claim upon the interest being assigned by it hereunder and
that such interest is free and clear of any such adverse claim; and (ii) makes
no representation or warranty and assumes no responsibility with respect to the
financial condition of Holdings, any of its Subsidiaries or any other obligor
for the performance or observance by Holdings, any of its Subsidiaries or any
other obligor of any of their respective obligations under the Credit Agreement
or any other Loan Document or any other instrument or document furnished
pursuant hereto or thereto.


<PAGE>   157
                                                                               2


         3. The Assignee (i) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; (ii) confirms that it
has received a copy of the Credit Agreement, together with copies of the
financial statements delivered pursuant to subsection 10.1 thereof, the
financial statements delivered pursuant to subsection 12.1 thereof, if any, and
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assignment and Acceptance;
(iii) agrees that it will, independently and without reliance upon the Assignor,
the Administrative Agent or any other Secured Party and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Credit Agreement,
the other Loan Documents, the Sharing Agreement or any other instrument or
document furnished pursuant hereto or thereto; (iv) appoints and authorizes the
applicable Agent and the Collateral Agent to take such action as agent on its
behalf and to exercise such powers and discretion under the Credit Agreement,
the other Loan Documents, the Sharing Agreement or any other instrument or
document furnished pursuant hereto or thereto as are delegated to the applicable
Agent and the Collateral Agent by the terms thereof, together with such powers
as are incidental thereto; and (v) agrees that it will be bound by the
provisions of the Credit Agreement, the other Loan Documents and the Sharing
Agreement and will perform in accordance with its terms all the obligations
which by the terms of the Credit Agreement, the other Loan Documents and the
Sharing Agreement are required to be performed by it as a Lender including, if
it is organized under the laws of a jurisdiction outside the United States, its
obligation pursuant to subsection 9.7 of the Credit Agreement to deliver the
forms prescribed by the Internal Revenue Service of the United States certifying
as to the Assignee's exemption from United States withholding taxes with respect
to all payments to be made to the Assignee under the Credit Agreement, or such
other documents as are necessary to indicate that all such payments are subject
to such tax at a rate reduced by an applicable tax treaty.

         4. The effective date of this Assignment and Acceptance shall be as set
forth on Schedule 1 (the "Effective Date"). Following the execution of this
Assignment and Acceptance, it will be delivered to the applicable Agent for
acceptance by it and recording by the applicable Agent pursuant to subsection
17.6 of the Credit Agreement, effective as of the Effective Date (which shall
not, unless otherwise agreed to by the applicable Agent, be earlier than five
Business Days after the date of such acceptance and recording by the applicable
Agent and consent from the applicable Borrower and the applicable Agent in
accordance with subsection 17.6 of the Credit Agreement).

         5. Upon such acceptance and recording, from and after the Effective
Date, the applicable Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other amounts) to
the Assignee and the Assignor in accordance with their respective interests as
reflected herein.

         6. From and after the Effective Date, (i) the Assignee shall be a party
to the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and under the
other Loan Documents and the Sharing Agreement and shall be bound by the
provisions thereof and of the Sharing Agreement and (ii) the Assignor shall, to
the extent provided in this Assignment and Acceptance, relinquish its rights and
be released from its obligations under the Credit Agreement except as otherwise
provided in the Credit Agreement.


<PAGE>   158
                                                                               3


         7. This Assignment and Acceptance may be executed by one or more
parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

         8. This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of New York.


         IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers on Schedule 1 hereto.


<PAGE>   159


                Schedule 1 to Assignment and Acceptance relating
                            to the Credit Agreement,
                           dated as of March __, 2000
                 among Viasystems, Inc., Viasystems Group, Inc.,
                            Viasystems Canada, Inc.,
                           Print Service Holding N.V.,
          the lenders from time to time parties thereto (the "Lenders")
     and The Chase Manhattan Bank, as administrative agent for the Lenders


Name of Assignor:

Name of Assignee:

Effective Date of Assignment:

<TABLE>
<CAPTION>
                       Credit
                 Facility Assigned            Principal Amount Assigned
                 -----------------            -------------------------
<S>                                           <C>
</TABLE>





Accepted:


[APPLICABLE AGENT]                       [ASSIGNOR]


By:                                      By:
   -----------------------------            -----------------------------------
Name:                                    Name:
Title:                                   Title:


                                        [ASSIGNEE]


                                        By:
                                           ------------------------------------
                                        Name:
                                        Title:



<PAGE>   160
                                                                               2


Consented to:(1/)


[APPLICABLE AGENT]


By:
   ----------------------------------
Name:
Title:


[APPLICABLE BORROWER]


By:
   ----------------------------------
Name:
Title:


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

(1/)     Consents required only to the extent provided in subsection 17.6 of the
         Credit Agreement.
<PAGE>   161
                                                                    EXHIBIT B TO
                                                                CREDIT AGREEMENT


                             PERFECTION CERTIFICATE


          Each of the undersigned (each, a "Grantor"), after due investigation
and with reference to the Credit Agreement, dated as of March __, 2000 (the
"Credit Agreement"), among Viasystems Group, Inc., a Delaware corporation
("Holdings"), Viasystems, Inc., a Delaware corporation (the "US Borrower"),
Viasystems Canada, Inc., a Quebec corporation (the "Canadian Borrower"), Print
Service Holding N.V., a company organized under the laws of the Netherlands
("Print Service" and together with the Canadian Borrower and any Future Foreign
Subsidiary Borrower, the "Foreign Subsidiary Borrowers"), the several banks and
other financial institutions from time to time parties thereto (the "Lenders"),
the Chase Manhattan Bank of Canada ("Chase Canada"), as Canadian administrative
agent (in such capacity, the "Canadian Administrative Agent"), Chase Manhattan
International Limited, as the multicurrency administrative agent (in such
capacity, the "Multicurrency Administrative Agent"), and The Chase Manhattan
Bank ("Chase"), as administrative agent for the Lenders (in such capacity, the
"Administrative Agent"), does hereby certify as follows (with terms used and not
defined herein having the meanings ascribed to them in the Credit Agreement or
the Guarantee and Collateral Agreement (as defined in the Credit Agreement)):

          1. Persons. Schedule I hereto lists the full and correct legal name of
each Grantor, in each case, as it appears on its certificate of incorporation.

          2. Locations. Schedule II hereto sets forth for each Grantor (a) the
location of its chief executive office, (b) each location where its books and
records are maintained and (c) each location where chattel paper, inventory,
equipment and fixtures is maintained.

          3. Other Names. Schedule III hereto lists (a) all names (including
trade names and similar appellations) presently used by each Grantor or any of
its divisions or other business units and (b) all names (including former legal
names and trade names or similar appellations) used by each Grantor or any of
its divisions or other business units during the past five years.

          4. Outside Locations of Collateral. Schedule IV hereto lists each
person or entity (other than a Grantor) that has or may have possession of any
Grantor's inventory, equipment or other assets which are intended to constitute
Collateral.

          5. Instruments and Securities. Schedule V hereto lists all securities
(whether or not evidenced by a certificate) and all instruments intended to
constitute Collateral which are held by each Grantor.

          6. Intellectual Property. Schedule VI hereto lists all Patent
Applications, Patents, Trademark Registrations, Trademarks, Copyright
Registrations and Copyrights of each Grantor which are intended to constitute
Collateral.


<PAGE>   162


          7. Completeness of Information Presented. No Grantor owns any material
assets which are intended to constitute Collateral, except as set forth in the
Schedules described above.

          8. UCC Filing Jurisdictions. Schedule VII hereto lists all
jurisdictions in which financing statements on Form UCC-1 must be filed in order
to perfect a security interest in all assets of any Grantor located in the
United States which are intended to constitute Collateral.

          9. Acknowledgement. Each of the undersigned acknowledges that this
Certificate is provided in connection with the Credit Agreement and that the
Administrative Agent and the Lenders will rely upon the information contained
herein. Each of the undersigned further acknowledges and agrees that the
information contained herein is being delivered pursuant to subsection 11.1(o)
of the Credit Agreement.


          IN WITNESS WHEREOF, we have hereunto set our hands this ______ day of
____, 2000.




                                        VIASYSTEMS, INC.
                                        VIASYSTEMS GROUP, INC.
                                        VIASYSTEMS TECHNOLOGIES CORP., L.L.C.
                                        VIASYSTEMS INTERNATIONAL, INC.
                                        VIASYSTEMS TECHNOLOGIES CORP. (NEVADA)
                                        PAGG CORPORATION
                                        WIREKRAFT INDUSTRIES, INC.
                                        WIRE HARNESS INDUSTRIES, INC.
                                        WIREKRAFT EMPLOYMENT COMPANY
                                        ECM HOLDING COMPANY


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


<PAGE>   163
                                                                    EXHIBIT C TO
                                                                CREDIT AGREEMENT


                               CLOSING CERTIFICATE


          Pursuant to that certain Credit Agreement dated as of March __, 2000
among Viasystems Group, Inc., a Delaware corporation ("Holdings"), Viasystems,
Inc., a Delaware corporation (the "US Borrower"), Viasystems Canada, Inc., a
Quebec corporation (the "Canadian Borrower"), Print Service Holding N.V., a
company organized under the laws of the Netherlands ("Print Service"), the
several banks and other financial institutions from time to time parties thereto
(the "Lenders"), The Chase Manhattan Bank of Canada, as administrative agent for
the Canadian Lenders, Chase Manhattan International Limited, as administrative
agent for the Multicurrency Revolving Credit Lenders and The Chase Manhattan
Bank, as administrative agent for the Lenders (the "Credit Agreement"; terms
defined therein being used herein as therein defined), the undersigned
Responsible Officer of the US Borrower and of Holdings hereby certifies, in
[his] [her] capacity as such and not individually, as follows:

     1. The representations and warranties made by the Credit Parties in the
Credit Agreement and the other Loan Documents are true and correct, in all
material respects, on and as of the date hereof, with the same effect as if made
on the date hereof except for representations and warranties stated to relate to
a specific earlier date, in which case such representations and warranties are
true and correct, in all material respects, as of such earlier date;

     2. Exhibit I attached hereto sets forth all consents or authorizations of,
filings with, notices to or other acts by or in respect of, any Governmental
Authority or any other Person required in connection with the execution,
delivery, performance, validity or enforceability of, or the granting of any
security interests under, the Credit Agreement, any of the Notes, the other Loan
Documents and the transactions contemplated by the Credit Agreement, and such
consents, authorizations and filings are or will be in full force and effect;

     3. No Default or Event of Default has occurred and is continuing as of the
date hereof or after giving effect to the Loans to be made on the date hereof
and/or the issuance of any Letters of Credit to be issued on the date hereof;

     4. The WHB Acquisition has been consummated for an aggregate purchase price
of $210,000,000 under the WHB Acquisition Document and in a manner substantially
in compliance with the WHB Acquisition Document.

     5. The Commercial Products Business Transfer has been consummated for
consideration consisting of nominal cash and the assets were transferred subject
to the Commercial Products Notes.

     6. David J. Webster is and at all times since the date set forth above has
been, the duly elected and qualified Senior Vice President and Assistant
Secretary of the US Borrower and Holdings and his signature and the signatures
of other officers of the US Borrower and Holdings set forth on the incumbency
certificate for such officers below are such officers' true and genuine
signatures;

and the undersigned Senior Vice President and Assistant Secretary of the US
Borrower hereby certifies, in his capacity as such and not individually, as
follows:


<PAGE>   164


     7. Attached hereto as Exhibits II and III, respectively, are correct and
complete copy of resolutions duly adopted by the Board of Directors of the US
Borrower and Holdings by unanimous written consent dated as of March ____, 2000
authorizing (i) the execution, delivery and performance of the Credit Agreement,
the other Loan Documents and the WHB Acquisition Document to which it is a
party, (ii) the borrowings contemplated under the Credit Agreement and (iii) the
transactions contemplated by the WHB Acquisition and the Credit Agreement; such
resolutions have not in any way been amended, modified, revoked or rescinded and
have been in full force and effect since their adoption to and including the
date hereof and are now in full force and effect; such resolutions are the only
corporate proceedings of the US Borrower and Holdings now in force relating to
or affecting the matters referred to therein;

     8. Attached hereto as Exhibits IV and V are the By-Laws of the US Borrower
and Holdings, respectively, as in effect on March ___, 2000, and the same have
not been amended, repealed, modified or restated;

     9. Attached hereto as Exhibits VI and VII are the Certificates of
Incorporation of the US Borrower and Holdings, respectively, as in effect on
March ___, 2000, and the same have not been amended, repealed, modified or
restated;

     10. Attached hereto as Exhibit VIII is a true and correct copy of the WHB
Acquisition Agreement;

     11. The following persons are now duly elected and qualified officers of
the US Borrower and Holdings holding the offices indicated next to their
respective names below, and such officers have held such offices with the US
Borrower and Holdings at all times since the date set forth above to and
including the date hereof, and the signatures appearing opposite their
respective names below are the true and genuine signatures of such officers:


<TABLE>
<CAPTION>
       Name                               Office                                 Signature
       ----                               ------                                 ---------
<S>                          <C>                                           <C>
 David M. Sindelar           Senior Vice President
                                                                           -----------------------

 David J. Webster            Senior Vice President and Assistant
                             Secretary                                     -----------------------

 Kelly E. Wetzler            Assistant Secretary
                                                                           -----------------------
</TABLE>


                                       2
<PAGE>   165


          IN WITNESS WHEREOF, the undersigned have hereunto set their names on
behalf of the US Borrower and of Holdings, and not individually.


VIASYSTEMS, INC.
VIASYSTEMS GROUP, INC.




------------------------------               -----------------------------------
Name:    David M. Sindelar                   Name:    David J. Webster
Title:   Senior Vice President               Title:   Senior Vice President and
                                                      Assistant Secretary


Date:    March ____, 2000


                                       3
<PAGE>   166

                                                                       EXHIBIT D
                                                             TO CREDIT AGREEMENT



                                FORM OF ADDENDUM

                  The undersigned Lender (i) agrees to all of the provisions of
the Credit Agreement, dated as of March __, 2000 (the "Credit Agreement"), among
VIASYSTEMS GROUP, INC., a Delaware corporation, VIASYSTEMS, INC., a Delaware
corporation, VIASYSTEMS CANADA, INC. a Quebec corporation, PRINT SERVICE HOLDING
N.V., a company organized under the laws of the Netherlands, the several banks
and other financial institutions from time to time parties thereto (the
"Lenders"), THE CHASE MANHATTAN BANK OF CANADA, as Canadian administrative
agent, CHASE MANHATTAN INTERNATIONAL LIMITED, as the multicurrency
administrative agent, THE CHASE MANHATTAN BANK, as administrative agent for the
Lenders, BANK OF AMERICA, N.A. and BANKERS TRUST COMPANY, as syndication agents
for the Lenders, and (ii) becomes a party thereto, as a Lender, with obligations
applicable to such Lender thereunder, including, without limitation, the
obligation to make extensions of credit to the Borrowers in an aggregate
principal amount not to exceed the amount of its Tranche A Chips Commitment,
Tranche B Chips Commitment, Tranche B Term Loan Commitment, US Revolving Credit
Commitment and/or Multicurrency Revolving Credit Commitment, as the case may be,
as set forth opposite the undersigned Lender's name in Schedule 1.1 to the
Credit Agreement, as such amount may be changed from time to time as provided in
the Credit Agreement. Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement.




                                     -----------------------------------------
                                     (Name of Lender)


                                     By:
                                        ----------------------------------
                                        Name:
                                        Title:


Dated as of March __, 2000


<PAGE>   167
                                                                    EXHIBIT E TO
                                                                CREDIT AGREEMENT

                                JOINDER AGREEMENT


          JOINDER AGREEMENT, dated as of the date set forth below (this "Joinder
Agreement"), entered into pursuant to the CREDIT AGREEMENT, dated as of March
__, 2000 (as the same may be amended, amended and restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among Viasystems
Group, Inc., a Delaware corporation ("Holdings"), Viasystems, Inc., a Delaware
corporation (the "US Borrower"), Viasystems Canada, Inc., a Quebec corporation
(the "Canadian Borrower"), Print Service Holding N.V., a company organized under
the laws of the Netherlands ("Print Service" and together with the Canadian
Borrower and any Future Foreign Subsidiary Borrower, the "Foreign Subsidiary
Borrowers"), the several banks and other financial institutions from time to
time parties thereto (the "Lenders"), The Chase Manhattan Bank of Canada ("Chase
Canada"), as Canadian administrative agent (in such capacity, the "Canadian
Administrative Agent"), Chase Manhattan International Limited, as the
Multicurrency administrative agent (in such capacity, the "Multicurrency
Administrative Agent"), and The Chase Manhattan Bank ("Chase"), as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent").

                              W I T N E S S E T H:

          WHEREAS, Holdings, the US Borrower and the Foreign Subsidiary
Borrowers have requested that the Credit Agreement be supplemented in the manner
hereinafter set forth to provide for the undersigned Foreign Subsidiary of the
US Borrower to become a Foreign Subsidiary Borrower; and

          WHEREAS, this Joinder Agreement is entered into pursuant to and in
accordance with the Credit Agreement;

          NOW, THEREFORE, in consideration of the premises, the parties hereto
hereby agree as follows:


          1. Defined Terms. Terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement. Unless
otherwise indicated, all Section and subsection references are to the Credit
Agreement.

          2. Joinder Agreement of Foreign Subsidiary Borrower. The undersigned
Foreign Subsidiary of the US Borrower hereby acknowledges that it has received
and reviewed a copy of the Credit Agreement, and agrees to:

     (a)  join the Credit Agreement as a Foreign Subsidiary Borrower;

     (b)  be bound by all covenants, agreements and acknowledgements
          attributable to a Foreign Subsidiary Borrower in the Credit Agreement;
          and

     (c)  perform all obligations required of it by the Credit Agreement.


<PAGE>   168
                                                                               2


          3. Representations and Warranties. (a) After giving affect to this
Joinder Agreement, Holdings and the US Borrower (and each Foreign Subsidiary
Borrower including the undersigned new Foreign Subsidiary Borrower, only as to
itself, and its Subsidiaries) hereby confirms that the representations and
warranties set forth in Section 10 of the Credit Agreement are true and correct
in all material respects on and as of the date hereof except for any
representation or warranty made as of an earlier date, which representation or
warranty shall have been true and correct in all material respects as of such
earlier date.

          (b) Without limiting the generality of the following, Holdings and the
US Borrower confirm that the requirements of subsection 12.10 and 12.12 of the
Credit Agreement have been complied with in respect of the Capital Stock of the
undersigned Future Foreign Subsidiary Borrower.

          4. Conditions to Effectiveness. This Joinder Agreement shall become
effective as of _________ __, _____ upon receipt by the Administrative Agent by
no later than ____________ __, _____ of:

          (1) Agreement. Counterparts of this Agreement, duly executed and
delivered by Holdings, the US Borrower and the Foreign Subsidiary Borrowers.

          (2) Acknowledgement. An acknowledgement and consent in the form of
Annex I executed by the Credit Parties; and

          (3) Certificate. A certificate of a Responsible Officer of Holdings
and the US Borrower stating that (i) on and as of _____________ __, _____ and
after giving effect to this Amendment, no Default or Event of Default shall have
occurred and be continuing and (ii) each of the representations and warranties
made by the Credit Parties and their Subsidiaries in or pursuant to the Loan
Documents is correct in all material respects on and as of the date thereof,
except for any representations and warranties made as of an earlier date, which
representations and warranties are true and correct as of such earlier date.

          (4) Legal Opinions. An executed legal opinion of Weil, Gotshal &
Manges LLP, and local counsel to the Future Foreign Subsidiary Borrower in a
form reasonably acceptable to the Administrative Agent.

          5. Continuing Effect of Credit Agreement. Except as expressly amended
herein, the Credit Agreement shall continue to be, and shall remain, in full
force and effect in accordance with its terms.

          6. Governing Law; Counterparts. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. This
Agreement may be executed by the parties hereto in any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.


<PAGE>   169
                                                                               3


          IN WITNESS WHEREOF, the parties hereto have caused this Joinder
Agreement to be duly executed and delivered by their respective proper and duly
authorized officers as of the ____day of __________________, ----.


                                   VIASYSTEMS GROUP, INC.,
                                    as Guarantor

                                   By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                   BORROWERS

                                   [NAME OF NEW FOREIGN SUBSIDIARY
                                   BORROWER], as Foreign Subsidiary Borrower

                                   By:
                                        ----------------------------------------
                                        Name:
                                        Title:

                                   Address for Notices:


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

                                   ---------------------------------------------
                                   Attention:
                                   Telecopy:


                                   VIASYSTEMS, INC.,
                                    as US Borrower

                                   By:
                                        ----------------------------------------
                                        Name:
                                        Title:


                                   VIASYSTEMS CANADA, INC.,
                                    as Canadian Borrower

                                   By:
                                        ----------------------------------------
                                        Name:
                                        Title:


<PAGE>   170
                                                                               4


                                   PRINT SERVICE HOLDING N.V.
                                    as a Foreign Subsidiary Borrower


                                   By:
                                        ----------------------------------------
                                        Name:
                                        Title:


ACKNOWLEDGED AND CONSENTED TO:



THE CHASE MANHATTAN BANK,
  as Administrative Agent


By:
     ----------------------------
     Name:
     Title:



CHASE MANHATTAN INTERNATIONAL LIMITED,
  as Multicurrency Administrative Agent


By:
     ----------------------------
     Name:
     Title:


<PAGE>   171


                                                                         ANNEX I


                           ACKNOWLEDGEMENT AND CONSENT

     Each of the undersigned Persons hereby:

     (a) acknowledges and consents to the execution, delivery and performance of
(i) the Joinder Agreement (the "Amendment"), dated as of _____________ __, ____,
to the Credit Agreement dated as of March __, 2000 (as the same may be amended,
amended and restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Viasystems Group, Inc., a Delaware corporation
("Holdings"), Viasystems, Inc., a Delaware corporation (the "US Borrower"),
Viasystems Canada, Inc., a Quebec corporation (the "Canadian Borrower"), Print
Service Holding N.V., a company organized under the laws of the Netherlands
("Print Service" and together with the Canadian Borrower and any Future Foreign
Subsidiary Borrower, the "Foreign Subsidiary Borrowers"), the several banks and
other financial institutions from time to time parties thereto (the "Lenders"),
The Chase Manhattan Bank of Canada ("Chase Canada"), as Canadian administrative
agent (in such capacity, the "Canadian Agent"), Chase Manhattan International
Limited, as the multicurrency administrative agent (in such capacity, the
"Multicurrency Administrative Agent"), and The Chase Manhattan Bank ("Chase"),
as administrative agent for the Lenders (in such capacity, the "Administrative
Agent"), and (ii) all of the documents and transactions contemplated by the
Amendment;

     (b) agrees that such execution, delivery and performance of the Amendment
shall not in any way affect such Person's obligations under any Loan Document
(as defined in the Credit Agreement) to which such Person is a party, which
obligations on the date hereof remain absolute and unconditional and are not
subject to any defense, set-off or counterclaim;

Dated:  ______________ __, _____


                                        VIASYSTEMS GROUP, INC.


                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                        VIASYSTEMS, INC.


                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:


<PAGE>   172
                                                                               2


                                        VIASYSTEMS TECHNOLOGIES CORP., L.L.C.


                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                        VIASYSTEMS INTERNATIONAL, INC.


                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                        VIASYSTEMS CANADA, INC.


                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                        PRINT SERVICE HOLDING N.V.


                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                        VIASYSTEMS TECHNOLOGIES CORP.


                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                        PAGG CORPORATION


                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:


<PAGE>   173
                                                                               3


                                        WIREKRAFT INDUSTRIES, INC.


                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                        WIRE HARNESS INDUSTRIES, INC.


                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                        WIREKRAFT EMPLOYMENT COMPANY


                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:

                                        ECM HOLDING COMPANY


                                        By:
                                             -----------------------------------
                                             Name:
                                             Title:

<PAGE>   174




                                                                    EXHIBIT F TO
                                                                CREDIT AGREEMENT


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



                       GUARANTEE AND COLLATERAL AGREEMENT

                                     made by

                             VIASYSTEMS GROUP, INC.

                                VIASYSTEMS, INC.

                          and its Domestic Subsidiaries

                                   in favor of

                            THE CHASE MANHATTAN BANK,
                               as Collateral Agent


                           Dated as of March __, 2000




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


<PAGE>   175
                               TABLE OF CONTENTS

<TABLE>

<S>     <C>                                                                                                       <C>
SECTION 1.  DEFINED TERMS.........................................................................................2
         1.1  Definitions.........................................................................................2
         1.2  Other Definitional Provisions.......................................................................5

SECTION 2.  GUARANTEES............................................................................................5
         2.1  Guarantees..........................................................................................5
         2.2  Rights of Contribution..............................................................................6
         2.3  No Subrogation......................................................................................7
         2.4  Amendments, etc.....................................................................................7
         2.5  Guarantees Absolute and Unconditional...............................................................8
         2.6  Reinstatement......................................................................................10
         2.7  Payments...........................................................................................10

SECTION 3.  GRANT OF SECURITY INTEREST...........................................................................11

SECTION 4.  REPRESENTATIONS AND WARRANTIES.......................................................................12
         4.1  Representations in Credit Agreement................................................................12
         4.2  Title; No Other Liens..............................................................................12
         4.3  Perfected First Priority Liens.....................................................................12
         4.4  Chief Executive Office.............................................................................13
         4.5  Inventory and Equipment............................................................................13
         4.6  Farm Products......................................................................................13
         4.7  Investment Property................................................................................13
         4.8  Receivables........................................................................................13
         4.9  Intellectual Property..............................................................................13

SECTION 5.  COVENANTS............................................................................................14
         5.1  [Intentionally Omitted]............................................................................14
         5.2  Delivery of Instruments and Chattel Paper..........................................................14
         5.3  Maintenance of Insurance...........................................................................14
         5.4  [Intentionally Omitted]............................................................................14
         5.5  Maintenance of Perfected Security Interest; Further Documentation..................................14
         5.6  Changes in Locations, Name, etc....................................................................15
         5.7  Investment Property................................................................................15
         5.8  Receivables........................................................................................16
         5.9  Intellectual Property..............................................................................16

SECTION 6.  REMEDIAL PROVISIONS..................................................................................17
         6.1  Certain Matters Relating to Receivables............................................................17
         6.2  Communications with Obligors; Grantors Remain Liable...............................................18
         6.3  Pledged Stock......................................................................................18
         6.4  Proceeds to be Turned Over to Collateral Agent.....................................................19
         6.5  Application of Proceeds............................................................................19
</TABLE>

                                        i
<PAGE>   176

<TABLE>


<S>     <C>                                                                                                      <C>
         6.6  Code and Other Remedies............................................................................19
         6.7  Registration Rights................................................................................20
         6.8  Waiver; Deficiency.................................................................................21

SECTION 7.  THE COLLATERAL AGENT.................................................................................21
         7.1  Collateral Agent's Appointment as Attorney-in-Fact, etc............................................21
         7.2  Duty of Collateral Agent...........................................................................23
         7.3  Execution of Financing Statements..................................................................23
         7.4  Authority of Collateral Agent......................................................................24

SECTION 8.  MISCELLANEOUS........................................................................................24
         8.1  Amendments in Writing..............................................................................24
         8.2  Notices............................................................................................24
         8.3  No Waiver by Course of Conduct; Cumulative Remedies................................................24
         8.4  Enforcement Expenses; Indemnification..............................................................25
         8.5  Successors and Assigns.............................................................................25
         8.6  Set-Off............................................................................................25
         8.7  Counterparts.......................................................................................26
         8.8  Severability.......................................................................................26
         8.9  Section Headings...................................................................................26
         8.10  Integration.......................................................................................26
         8.11  GOVERNING LAW.....................................................................................26
         8.12  Submission To Jurisdiction; Waivers...............................................................26
         8.13  Acknowledgements..................................................................................27
         8.14  WAIVER OF JURY TRIAL..............................................................................27
         8.15  Additional Grantors...............................................................................27
         8.16  Releases..........................................................................................28
         8.17  Judgment Currency.................................................................................28


Schedules

Schedule 1        Notice Addresses of Guarantors
Schedule 2        Investment Property
Schedule 3        Filings and Other Actions Required to Perfect
                    Security Interests
Schedule 4        Jurisdiction of Organization and Chief Executive Office
Schedule 5        Location of Inventory and Equipment
Schedule 6        Intellectual Property
</TABLE>




                                       ii

<PAGE>   177






                       GUARANTEE AND COLLATERAL AGREEMENT


                  GUARANTEE AND COLLATERAL AGREEMENT, dated as of March __,
2000, made by each of the signatories hereto (together with any other Person
that may become a party hereto as provided herein, the "Grantors"), in favor of
THE CHASE MANHATTAN BANK, as Collateral Agent (in such capacity, the "Collateral
Agent") for the Secured Parties (as defined in the Credit Agreement referred to
below).


                              W I T N E S S E T H:


                  WHEREAS, pursuant to the Credit Agreement dated as of March
__, 2000 (as amended, modified, supplemented, restated and in effect from time
to time, the "Credit Agreement"), among Viasystems Group, Inc., a Delaware
corporation ("Holdings"), Viasystems, Inc., a Delaware corporation (the "US
Borrower"), Viasystems Canada, Inc., a Quebec corporation (the "Canadian
Borrower"), Print Service Holding N.V., a company organized under the laws of
the Netherlands ("Print Service"), any Future Foreign Subsidiary Borrowers which
may from time to time become parties thereto, the several banks and other
financial institutions from time to time parties thereto (the "Lenders"), The
Chase Manhattan Bank of Canada ("Chase Canada"), as Canadian administrative
agent (in such capacity, the "Canadian Administrative Agent"), Chase Manhattan
International Limited, as Multicurrency administrative agent (in such capacity,
the "Multicurrency Administrative Agent"), and The Chase Manhattan Bank
("Chase"), as administrative agent for the Lenders (in such capacity, the
"Administrative Agent"), the Lenders have severally agreed to make extensions of
credit to the Borrowers upon the terms and subject to the conditions set forth
therein;

                  WHEREAS, the US Borrower, Holdings and the other Grantors are
members of an affiliated group of companies;

                  WHEREAS, the proceeds of the extensions of credit under the
Credit Agreement will be used in part to enable the US Borrower to make valuable
transfers to one or more of the other Grantors in connection with the operation
of their respective businesses;

                  WHEREAS, the US Borrower and the other Grantors are engaged in
related businesses, and each Grantor will derive substantial direct and indirect
benefit from the making of the extensions of credit under the Credit Agreement;
and

                  WHEREAS, it is a condition precedent to the effectiveness of
the Credit Agreement and the obligation of the Lenders to make their respective
extensions of credit to the Borrowers under the Credit Agreement, that the
Grantors shall have executed and delivered this Agreement to the Collateral
Agent for the ratable benefit of the Secured Parties;


<PAGE>   178
                                                                               2


                  NOW, THEREFORE, in consideration of the premises and to induce
the Administrative Agent, the Canadian Administrative Agent, the Multicurrency
Administrative Agent and the Lenders to enter into the Credit Agreement and to
make their respective extensions of credit to the Borrowers thereunder, each
Grantor hereby agrees with the Collateral Agent, for the ratable benefit of the
Secured Parties, as follows:

                            SECTION 1. DEFINED TERMS

                  1.1 Definitions. (a) Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement, and the following terms which are defined in the
Uniform Commercial Code in effect in the State of New York on the date hereof
are used herein as so defined: Accounts, Chattel Paper, Documents, Equipment,
Farm Products, Instruments and Inventory.

                  (b)  The following terms shall have the following meanings:

                  "Agreement": this Guarantee and Collateral Agreement, as the
         same may be amended, supplemented or otherwise modified from time to
         time.

                  "Code": the Uniform Commercial Code as from time to time in
         effect in the State of New York.

                  "Collateral": as defined in Section 3.

                  "Collateral Account": any collateral account established by
         the Collateral Agent as provided in Section 6.1 or 6.4.

                  "Copyrights": (i) all copyrights, whether published or
         unpublished, now existing or hereafter created (including, without
         limitation, those listed in Schedule 6), all registrations and
         recordings thereof, and all applications in connection therewith,
         including, without limitation, all registrations, recordings and
         applications in the United States Copyright Office, and (ii) all
         renewals thereof.

                  "Copyright Licenses": any written agreement naming any Grantor
         as licensor or licensee (including, without limitation, those listed on
         Schedule 6), granting any right under any Copyright, including, without
         limitation, the grant of rights to manufacture, distribute, exploit and
         sell materials derived from any Copyright.

                  "Foreign Subsidiary Voting Stock": the voting Capital Stock of
         any Foreign Subsidiary.

                  "General Intangibles": all "general intangibles" as such term
         is defined in Section 9-106 of the Uniform Commercial Code in effect in
         the State of New York on the date hereof


<PAGE>   179


                                                                               3


         and, in any event, shall include, without limitation, with respect to
         any Grantor, all contracts, agreements, instruments and indentures in
         any form, and portions thereof, to which such Grantor is a party or
         under which such Grantor has any right, title or interest or to which
         such Grantor or any property of such Grantor is subject, as the same
         may from time to time be amended, supplemented or otherwise modified,
         including, without limitation, (i) all rights of such Grantor to
         receive moneys due and to become due to it thereunder or in connection
         therewith, (ii) all rights of such Grantor to damages arising
         thereunder and (iii) all rights of such Grantor to perform and to
         exercise all remedies thereunder, in each case to the extent the grant
         by such Grantor of a security interest pursuant to this Agreement in
         its right, title and interest in such contract, agreement, instrument
         or indenture is not prohibited by such contract, agreement, instrument
         or indenture without the consent of any other party thereto, would not
         give any other party to such contract, agreement, instrument or
         indenture the right to terminate its obligations thereunder, or is
         permitted with consent if all necessary consents to such grant of a
         security interest have been obtained from the other parties thereto (it
         being understood that the foregoing shall not be deemed to obligate
         such Grantor to obtain such consents); provided, that the foregoing
         limitation shall not affect, limit, restrict or impair the grant by
         such Grantor of a security interest pursuant to this Agreement in any
         Receivable or any money or other amounts due or to become due under any
         such contract, agreement, instrument or indenture.

                  "Guarantor Obligations": with respect to any Guarantor, the
         collective reference to (i) the Domestic Obligations and (ii) all
         obligations and liabilities of such Guarantor which may arise under or
         in connection with this Agreement or any other Loan Document to which
         such Guarantor is a party, in each case whether on account of guarantee
         obligations, reimbursement obligations, fees, indemnities, costs,
         expenses or otherwise (including, without limitation, all fees and
         disbursements of counsel to the Collateral Agent or to the Secured
         Parties that are required to be paid by such Guarantor pursuant to the
         terms of this Agreement or any other Loan Document).

                  "Guarantors": the collective reference to each Grantor other
         than the US Borrower.

                  "Intellectual Property": the collective reference to the
         Copyrights, the Copyright Licenses, the Patents, the Patent Licenses,
         the Trademarks and the Trademark Licenses.

                  "Intercompany Note": any promissory note evidencing loans made
         by any Grantor to Holdings or any of its Subsidiaries.

                  "Investment Property": the collective reference to (i) all
         "investment property" as such term is defined in Section 9-115 of the
         Code (other than any Foreign Subsidiary Voting Stock excluded from the
         definition of "Pledged Stock") and (ii) whether or not constituting
         "investment property" as so defined, all Pledged Notes and all Pledged
         Stock.

                  "Issuers": the collective reference to each issuer of any
         Investment Property.



<PAGE>   180
                                                                               4



                  "Obligations": (i) in the case of the US Borrower, the
         Domestic Obligations, and (ii) in the case of each Guarantor, its
         Guarantor Obligations.

                  "Patents": (i) all letters patent of the United States or any
         other country, all reissues and extensions thereof and all goodwill
         associated therewith, including, without limitation, any of the
         foregoing referred to in Schedule 6, and (ii) all applications for
         letters patent of the United States or any other country and all
         divisions, continuations and continuations-in- part thereof, including,
         without limitation, any of the foregoing referred to in Schedule 6.

                  "Patent License": all agreements, whether written or oral,
         providing for the grant by or to any Grantor of any right to
         manufacture, use or sell any invention covered by a Patent, including,
         without limitation, any of the foregoing referred to in Schedule 6.

                  "Pledged Notes": all promissory notes listed on Schedule 2,
         all Intercompany Notes and all other promissory notes issued to or held
         by any Grantor (other than promissory notes issued in connection with
         extensions of trade credit by any Grantor in the ordinary course of
         business).

                  "Pledged Stock": the shares of Capital Stock listed on
         Schedule 2, together with any other shares, stock certificates, options
         or rights of any nature whatsoever in respect of the Capital Stock of
         any Issuer that may be issued or granted to, or held by, any Grantor
         while this Agreement is in effect; provided that in no event shall more
         than 65% of the total outstanding Foreign Subsidiary Voting Stock of
         any Foreign Subsidiary be required to be pledged hereunder.

                  "Proceeds": all "proceeds" as such term is defined in Section
         9-306(1) of the Uniform Commercial Code in effect in the State of New
         York on the date hereof and, in any event, shall include, without
         limitation, all dividends or other income from the Investment Property,
         collections thereon or distributions or payments with respect thereto.

                  "Receivable": any right to payment for goods sold or leased or
         for services rendered, whether or not such right is evidenced by an
         Instrument or Chattel Paper and whether or not it has been earned by
         performance (including, without limitation, any Account).

                  "Securities Act": the Securities Act of 1933, as amended.

                  "Subsidiary Guarantor": as defined in Section 2.1.

                  "Trademarks": (i) all trademarks, trade names, corporate
         names, company names, business names, fictitious business names, trade
         styles, service marks, logos and other source or business identifiers,
         and all goodwill associated therewith, now existing or hereafter
         adopted or acquired, all registrations and recordings thereof, and all
         applications in connection therewith, whether in the United States
         Patent and Trademark Office or in any similar office or agency of the
         United States, any State thereof or any other country or any


<PAGE>   181


                                                                               5



         political subdivision thereof, or otherwise, including, without
         limitation, any of the foregoing referred to in Schedule 6, and (ii)
         all renewals thereof.

                  "Trademark License": any agreement, whether written or oral,
         providing for the grant by or to any Grantor of any right to use any
         Trademark, including, without limitation, any of the foregoing referred
         to in Schedule 6.

                  1.2 Other Definitional Provisions. (a) The words "hereof,"
"herein," "hereto" and "hereunder" and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement, and Section and Schedule references are to this
Agreement unless otherwise specified.

                  (b) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                  (c) Where the context requires, terms relating to the
Collateral or any part thereof, when used in relation to a Grantor, shall refer
to such Grantor's Collateral or the relevant part thereof.

                              SECTION 2. GUARANTEES

                  2.1 Guarantees. (a) Domestic Obligations. (i) Each Domestic
Subsidiary of the US Borrower (each, a "Subsidiary Guarantor") hereby, jointly
and severally, unconditionally and irrevocably, guarantees to the Collateral
Agent, for the ratable benefit of the Secured Parties and their respective
successors, indorsees, transferees and assigns, the prompt and complete payment
and performance by the US Borrower when due (whether at the stated maturity, by
acceleration or otherwise) of the Domestic Obligations.

               (ii) Anything herein or in any other Loan Document to the
contrary notwithstanding, the maximum liability of each Subsidiary Guarantor
hereunder and under the other Loan Documents shall in no event exceed the amount
which can be guaranteed by such Subsidiary Guarantor under applicable federal
and state laws relating to the insolvency of debtors (after giving effect to the
right of contribution established in Section 2.2).

               (iii) Each Subsidiary Guarantor agrees that the Domestic
Obligations may at any time and from time to time exceed the amount of the
liability of such Subsidiary Guarantor hereunder without impairing the guarantee
contained in this Section 2.1(a) or affecting the rights and remedies of the
Collateral Agent or any Secured Party hereunder.

               (iv) The guarantee contained in this Section 2.1(a) shall remain
in full force and effect until all the Domestic Obligations and the obligations
of each Subsidiary Guarantor under the guarantee contained in this Section
2.1(a) shall have been satisfied by payment in full, no Letter of Credit shall
be outstanding and the Commitments shall be terminated, notwithstanding that
from time to time during the term of the Credit Agreement the US Borrower may be
free from any Domestic Obligations.


<PAGE>   182


                                                                               6



               (v) No payment made by the US Borrower, any of the Subsidiary
Guarantors, any other guarantor or any other Person or received or collected by
the Collateral Agent or any Secured Party from the US Borrower, any of the
Subsidiary Guarantors, any other guarantor or any other Person by virtue of any
action or proceeding or any set off or appropriation or application at any time
or from time to time in reduction of or in payment of the Domestic Obligations
shall be deemed to modify, reduce, release or otherwise affect the liability of
any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment
(other than any payment made by such Subsidiary Guarantor in respect of the
Domestic Obligations or any payment received or collected from such Subsidiary
Guarantor in respect of the Domestic Obligations), remain liable for the
Domestic Obligations up to the maximum liability of such Subsidiary Guarantor
hereunder until the Domestic Obligations are paid in full, no Letter of Credit
shall be outstanding and the Commitments are terminated.

                  (b) Foreign Subsidiary Obligations. (i) Except as may be
expressly set forth in any Joinder Agreement with respect to any Future Foreign
Subsidiary Borrower, the US Borrower hereby unconditionally and irrevocably
guarantees to the Collateral Agent, for the ratable benefit of the applicable
Secured Parties and their respective successors, indorsees, transferees and
assigns, the prompt and complete payment and performance by each Foreign
Subsidiary Borrower when due (whether at the stated maturity, by acceleration or
otherwise) of the Foreign Subsidiary Obligations.

               (ii) The guarantee contained in this Section 2.1(b) shall remain
in full force and effect until all the Foreign Subsidiary Obligations and the
obligations of the US Borrower under the guarantee contained in this Section
2.1(b) shall have been satisfied by payment in full, no Letter of Credit shall
be outstanding and the Commitments shall be terminated, notwithstanding that
from time to time during the term of the Credit Agreement any Foreign Subsidiary
Borrower may be free from any Foreign Subsidiary Obligations.

               (iii) No payment made by any Foreign Subsidiary Borrower, any
other guarantor or any other Person or received or collected by the Collateral
Agent or any Secured Party from any Foreign Subsidiary Borrower, any other
guarantor or any other Person by virtue of any action or proceeding or any set
off or appropriation or application at any time or from time to time in
reduction of or in payment of the Foreign Subsidiary Obligations shall be deemed
to modify, reduce, release or otherwise affect the liability of the US Borrower
hereunder which shall, notwithstanding any such payment (other than any payment
made by the US Borrower in respect of the Foreign Subsidiary Obligations or any
payment received or collected from the US Borrower in respect of the Foreign
Subsidiary Obligations), remain liable for the Foreign Subsidiary Obligations
until the Foreign Subsidiary Obligations are paid in full, no Letter of Credit
shall be outstanding and the Commitments are terminated.

                  2.2 Rights of Contribution. Each Subsidiary Guarantor hereby
agrees that to the extent that a Subsidiary Guarantor shall have paid more than
its proportionate share of any payment made hereunder, such Subsidiary Guarantor
shall be entitled to seek and receive contribution from and against any other
Subsidiary Guarantor hereunder which has not paid its proportionate share of
such payment. Each Subsidiary Guarantor's right of contribution shall be subject
to the terms and


<PAGE>   183


                                                                               7



conditions of Section 2.3. The provisions of this Section 2.2 shall in no
respect limit the obligations and liabilities of any Subsidiary Guarantor to the
Collateral Agent and the Secured Parties, and each Subsidiary Guarantor shall
remain liable to the Collateral Agent and the Secured Parties for the full
amount guaranteed by such Subsidiary Guarantor hereunder.

                  2.3 No Subrogation. (a) Notwithstanding any payment made by
any Subsidiary Guarantor hereunder or any set-off or application of funds of any
Subsidiary Guarantor by the Collateral Agent or any Secured Party, no Subsidiary
Guarantor shall be entitled to be subrogated to any of the rights of the
Collateral Agent or any Secured Party against the US Borrower or any other
Subsidiary Guarantor or any collateral security or guarantee or right of offset
held by the Collateral Agent or any Secured Party for the payment of the
Domestic Obligations, nor shall any Subsidiary Guarantor seek or be entitled to
seek any contribution or reimbursement from the US Borrower or any other
Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor
hereunder, until all amounts owing to the Collateral Agent and the Secured
Parties by the US Borrower on account of the Domestic Obligations are paid in
full, no Letter of Credit shall be outstanding and the Commitments are
terminated. If any amount shall be paid to any Subsidiary Guarantor on account
of such subrogation rights at any time when all of the Domestic Obligations
shall not have been paid in full, such amount shall be held by such Subsidiary
Guarantor in trust for the Collateral Agent and the Secured Parties, segregated
from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt
by such Subsidiary Guarantor, be turned over to the Collateral Agent in the
exact form received by such Subsidiary Guarantor (duly indorsed by such
Subsidiary Guarantor to the Collateral Agent, if required), to be applied
against the Domestic Obligations, whether matured or unmatured, in accordance
with the Sharing Agreement.

                  (b) Notwithstanding any payment made by the US Borrower
hereunder or any set-off or application of funds of the US Borrower by the
Collateral Agent or any Secured Party, the US Borrower shall not be entitled to
be subrogated to any of the rights of the Collateral Agent or any Secured Party
against any Foreign Subsidiary Borrower or any collateral security or guarantee
or right of offset held by the Collateral Agent or any Secured Party for the
payment of the Foreign Subsidiary Obligations, nor shall the US Borrower seek or
be entitled to seek any contribution or reimbursement from any Foreign
Subsidiary Borrower in respect of payments made by the US Borrower hereunder,
until all amounts owing to the Collateral Agent and the Secured Parties on
account of the Foreign Subsidiary Obligations are paid in full, no Letter of
Credit shall be outstanding and the Commitments are terminated. If any amount
shall be paid on account of such subrogation rights at any time when all of the
Foreign Subsidiary Obligations shall not have been paid in full, such amount
shall be held by the US Borrower in trust for the Collateral Agent and the
Secured Parties, segregated from other funds of the US Borrower and shall,
forthwith upon receipt by the US Borrower, be turned over to the Collateral
Agent in the exact form received by the US Borrower (duly indorsed by the US
Borrower to the Collateral Agent, if required), to be applied against the
Foreign Subsidiary Obligations, whether matured or unmatured, in accordance with
the Sharing Agreement.

                  2.4 Amendments, etc. (a) Domestic Obligations. Each Subsidiary
Guarantor shall remain obligated hereunder notwithstanding that, without any
reservation of rights against any


<PAGE>   184


                                                                               8



Subsidiary Guarantor and without notice to or further assent by any Subsidiary
Guarantor, any demand for payment of any of the Domestic Obligations made by the
Collateral Agent or any Secured Party may be rescinded by the Collateral Agent
or such Secured Party and any of the Domestic Obligations continued, and the
Domestic Obligations, or the liability of any other Person upon or for any part
thereof, or any collateral security or guarantee therefor or right of offset
with respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or
released by the Collateral Agent or any Secured Party, and the Credit Agreement
and the other Loan Documents and any other documents executed and delivered in
connection therewith may be amended, modified, supplemented or terminated, in
whole or in part, as the appropriate Secured Parties may deem advisable from
time to time, and any collateral security, guarantee or right of offset at any
time held by the Collateral Agent or any Secured Party for the payment of the
Domestic Obligations may be sold, exchanged, waived, surrendered or released.
Neither the Collateral Agent nor any Secured Party shall have any obligation to
protect, secure, perfect or insure any Lien at any time held by it as security
for the Domestic Obligations or for the guarantee contained in this Section 2 or
any property subject thereto.

                  (b) Foreign Subsidiary Obligations. The US Borrower shall
remain obligated hereunder notwithstanding that, without any reservation of
rights against the US Borrower and without notice to or further assent by the US
Borrower, any demand for payment of any of the Foreign Subsidiary Obligations
made by the Collateral Agent or any Secured Party may be rescinded by the
Collateral Agent or such Secured Party and any of the Foreign Subsidiary
Obligations continued, and the Foreign Subsidiary Obligations, or the liability
of any other Person upon or for any part thereof, or any collateral security or
guarantee therefor or right of offset with respect thereto, may, from time to
time, in whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the Collateral Agent or any
Secured Party, and the Credit Agreement, and the other Loan Documents and any
other documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, as the appropriate
Secured Parties may deem advisable from time to time, and any collateral
security, guarantee or right of offset at any time held by the Collateral Agent
or any Secured Party for the payment of the Foreign Subsidiary Obligations may
be sold, exchanged, waived, surrendered or released. Neither the Collateral
Agent nor any Secured Party shall have any obligation to protect, secure,
perfect or insure any Lien at any time held by it as security for the Foreign
Subsidiary Obligations or for the guarantee contained in this Section 2 or any
property subject thereto.

                  2.5 Guarantees Absolute and Unconditional. (a) Each Subsidiary
Guarantor waives any and all notice of the creation, renewal, extension or
accrual of any of the Domestic Obligations and notice of or proof of reliance by
the Collateral Agent or any Secured Party upon the guarantee contained in this
Section 2 or acceptance of the guarantee contained in this Section 2; the
Domestic Obligations, and any of them, shall conclusively be deemed to have been
created, contracted or incurred, or renewed, extended, amended or waived, in
reliance upon the guarantee contained in this Section 2; and all dealings
between the Credit Parties on the one hand, and the Collateral Agent and the
Secured Parties, on the other hand, likewise shall be conclusively presumed to
have been had or consummated in reliance upon the guarantee contained in this
Section 2. Each Subsidiary Guarantor waives diligence, presentment, protest,
demand for payment and notice of default (except as



<PAGE>   185


                                                                               9



specifically set forth in the Loan Documents) or nonpayment to or upon the US
Borrower or any of the Subsidiary Guarantors with respect to the Domestic
Obligations. Each Subsidiary Guarantor understands and agrees that its guarantee
contained in this Section 2 shall be construed as a continuing, absolute and
unconditional guarantee of payment without regard to (a) the validity or
enforceability of the Credit Agreement or any other Loan Document, any of the
Domestic Obligations or any other collateral security therefor or guarantee or
right of offset with respect thereto at any time or from time to time held by
the Collateral Agent or any Secured Party, (b) any defense, set-off or
counterclaim (other than a defense of payment or performance) which may at any
time be available to or be asserted by the US Borrower against the Collateral
Agent or any Secured Party, other than payment in full of the Obligations, or
(c) any other circumstance whatsoever (with or without notice to or knowledge of
the US Borrower or such Subsidiary Guarantor) which constitutes, or might be
construed to constitute, an equitable or legal discharge of the US Borrower for
the Domestic Obligations, or of such Subsidiary Guarantor under the guarantee
contained in this Section 2, in bankruptcy or in any other instance. When making
any demand hereunder or otherwise pursuing its rights and remedies hereunder
against any Subsidiary Guarantor, the Collateral Agent or any Secured Party may,
but shall be under no obligation to, make a similar demand on or otherwise
pursue such rights and remedies as it may have against the US Borrower, any
other Guarantor or any other Person or against any collateral security or
guarantee for the Domestic Obligations or any right of offset with respect
thereto, and any failure by the Collateral Agent or any Secured Party to make
any such demand, to pursue such other rights or remedies or to collect any
payments from the US Borrower, any other Guarantor or any other Person or to
realize upon any such collateral security or guarantee or to exercise any such
right of offset, or any release of the US Borrower, any other Guarantor or any
other Person or any such collateral security, guarantee or right of offset,
shall not relieve any Subsidiary Guarantor of any obligation or liability
hereunder, and shall not impair or affect the rights and remedies, whether
express, implied or available as a matter of law, of the Collateral Agent or any
Secured Party against any Subsidiary Guarantor. For the purposes hereof "demand"
shall include the commencement and continuance of any legal proceedings.

                  (b) The US Borrower waives any and all notice of the creation,
renewal, extension or accrual of any of the Foreign Subsidiary Obligations and
notice of or proof of reliance by the Collateral Agent or any Secured Party upon
the guarantee contained in this Section 2 or acceptance of the guarantee
contained in this Section 2; the Foreign Subsidiary Obligations, and any of
them, shall conclusively be deemed to have been created, contracted or incurred,
or renewed, extended, amended or waived, in reliance upon the guarantee
contained in this Section 2; and all dealings between the Credit Parties on the
one hand, and the Collateral Agent and the Secured Parties, on the other hand,
likewise shall be conclusively presumed to have been had or consummated in
reliance upon the guarantee contained in this Section 2. The US Borrower waives
diligence, presentment, protest, demand for payment and notice of default
(except as specifically set forth in the Loan Documents) or nonpayment to or
upon any Foreign Subsidiary Borrower with respect to the Foreign Subsidiary
Obligations. The US Borrower understands and agrees that its guarantee contained
in this Section 2 shall be construed as a continuing, absolute and unconditional
guarantee of payment without regard to (a) the validity or enforceability of the
Credit Agreement, or any other Loan Document, any of the Foreign Subsidiary
Obligations or any other collateral security therefor or guarantee or right of
offset with respect thereto at any time or from time to time held by the


<PAGE>   186


                                                                              10



Collateral Agent or any Secured Party, (b) any defense, set-off or counterclaim
(other than a defense of payment or performance) which may at any time be
available to or be asserted by any Foreign Subsidiary Borrower against the
Collateral Agent or any Secured Party, other than payment in full of the
Obligations, or (c) any other circumstance whatsoever (with or without notice to
or knowledge of the US Borrower or such Foreign Subsidiary Borrower) which
constitutes, or might be construed to constitute, an equitable or legal
discharge of such Foreign Subsidiary Borrower for the Foreign Subsidiary
Obligations, or of the US Borrower under the guarantee contained in this Section
2, in bankruptcy or in any other instance. When making any demand hereunder or
otherwise pursuing its rights and remedies hereunder against the US Borrower,
the Collateral Agent or any Secured Party may, but shall be under no obligation
to, make a similar demand on or otherwise pursue such rights and remedies as it
may have against any Foreign Subsidiary Borrower, any other Guarantor or any
other Person or against any collateral security or guarantee for the Foreign
Subsidiary Obligations or any right of offset with respect thereto, and any
failure by the Collateral Agent or any Secured Party to make any such demand, to
pursue such other rights or remedies or to collect any payments from such
Foreign Subsidiary Borrower, any other Guarantor or any other Person or to
realize upon any such collateral security or guarantee or to exercise any such
right of offset, or any release of such Foreign Subsidiary Borrower, any other
Guarantor or any other Person or any such collateral security, guarantee or
right of offset, shall not relieve the US Borrower of any obligation or
liability hereunder, and shall not impair or affect the rights and remedies,
whether express, implied or available as a matter of law, of the Collateral
Agent or any Secured Party against the US Borrower. For the purposes hereof
"demand" shall include the commencement and continuance of any legal
proceedings.

                  2.6 Reinstatement. (a) The guarantee of the Domestic
Obligations by each Subsidiary Guarantor contained in Section 2.1(a) shall
continue to be effective, or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any of the Domestic Obligations is rescinded or
must otherwise be restored or returned by the Collateral Agent or any Secured
Party upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the US Borrower or any Subsidiary Guarantor, or upon or as a
result of the appointment of a receiver, intervenor or conservator of, or
trustee or similar officer for, the US Borrower or any Subsidiary Guarantor or
any substantial part of its property, or otherwise, all as though such payments
had not been made.

                  (b) The guarantee of any Foreign Subsidiary Obligations by the
US Borrower contained in Section 2.1(b) shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
any of the Foreign Subsidiary Obligations is rescinded or must otherwise be
restored or returned by the Collateral Agent or any Secured Party upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of any
Foreign Subsidiary Borrower or the US Borrower, or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, any Foreign Subsidiary Borrower or the US Borrower or any
substantial part of its property, or otherwise, all as though such payments had
not been made.

                  2.7 Payments. (a) Each Subsidiary Guarantor hereby guarantees
that payments hereunder will be paid to the Administrative Agent without set-off
or counterclaim in the currency



<PAGE>   187


                                                                              11



in which the applicable Obligations are denominated at the office of the
Administrative Agent located at 270 Park Avenue, New York, New York 10017.

                  (b) The US Borrower hereby guarantees that payments hereunder
will be paid to the Administrative Agent without set-off or counterclaim in the
currency in which the applicable Obligations are denominated at the office of
the Administrative Agent located at 270 Park Avenue, New York, New York 10017.

                      SECTION 3. GRANT OF SECURITY INTEREST

                  Each Grantor hereby assigns and transfers to the Collateral
Agent, and hereby grants to the Collateral Agent, for the ratable benefit of the
Secured Parties, a security interest in, all of the following property now owned
or at any time hereafter acquired by such Grantor or in which such Grantor now
has or at any time in the future may acquire any right, title or interest
(collectively, the "Collateral"), as collateral security for the prompt and
complete payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of such Grantor's Obligations:

                  (a)  all Accounts;

                  (b)  all Chattel Paper;

                  (c)  all Documents;

                  (d)  all Equipment;

                  (e)  all General Intangibles;

                  (f)  all Instruments;

                  (g)  all Intellectual Property;

                  (h)  all Inventory;

                  (i)  all Investment Property;

                  (j)  all books and records pertaining to the Collateral; and

                  (k) to the extent not otherwise included, all Proceeds and
         products of any and all of the foregoing and all collateral security
         and guarantees given by any Person with respect to any of the
         foregoing.

                  Notwithstanding the foregoing, "Collateral" shall not include,
with respect to any Grantor, any General Intangible, Investment Property issued
by Persons other than Subsidiaries or Intellectual Property to the extent the
grant by such Grantor of a security interest pursuant to this



<PAGE>   188


                                                                              12



Agreement in its rights under such General Intangible, Investment Property
issued by Persons other than Subsidiaries or Intellectual Property, as the case
may be, is prohibited by such General Intangible, Investment Property issued by
Persons other than Subsidiaries or Intellectual Property, as the case may be,
and the consent of applicable Persons has not been obtained, provided that the
foregoing limitation shall not affect, limit, restrict or impair the grant by
such Grantor of a security interest pursuant to this Agreement in any Account or
any money or other amounts due or to become due under any such General
Intangible, Investment Property issued by Persons other than Subsidiaries or
Intellectual Property, as the case may be, to the extent provided in Section
9-318 of the Code as in effect on the date hereof.


                    SECTION 4. REPRESENTATIONS AND WARRANTIES

                  To induce the Administrative Agent and the Lenders to enter
into the Credit Agreement and to induce the Lenders to make their respective
extensions of credit to the Borrowers thereunder, each Grantor hereby represents
and warrants to the Collateral Agent and each Secured Party that:

                  4.1 Representations in Credit Agreement. In the case of each
Subsidiary Guarantor, the representations and warranties set forth in Section 10
of the Credit Agreement as they relate to such Subsidiary Guarantor or to the
Loan Documents to which such Subsidiary Guarantor is a party, each of which is
hereby incorporated herein by reference, are true and correct in all material
respects, and the Collateral Agent and each Secured Party shall be entitled to
rely on each of them as if they were fully set forth herein, provided that each
reference in each such representation and warranty to the US Borrower's
knowledge shall, for the purposes of this Section 4.1, be deemed to be a
reference to such Subsidiary Guarantor's knowledge.

                  4.2 Title; No Other Liens. Except for the security interest
granted to the Collateral Agent for the ratable benefit of the Secured Parties
pursuant to this Agreement and the other Liens permitted to exist on the
Collateral by the Credit Agreement, such Grantor owns each item of the
Collateral free and clear of any and all Liens or claims of others. No financing
statement or other public notice with respect to all or any part of the
Collateral is on file or of record in any public office, except such as have
been filed in favor of the Collateral Agent, for the ratable benefit of the
Secured Parties, pursuant to this Agreement or as are permitted by the Credit
Agreement.

                  4.3 Perfected First Priority Liens. The security interests
granted pursuant to this Agreement (a) that are capable of perfection pursuant
to the Uniform Commercial Code of any jurisdiction upon completion of the
filings and other actions specified on Schedule 3 (which, in the case of all
filings and other documents referred to on said Schedule, have been delivered to
the Collateral Agent in completed and duly executed form) will constitute valid
perfected security interests in all of the Collateral in favor of the Collateral
Agent, for the ratable benefit of the Secured Parties, as collateral security
for such Grantor's Obligations, enforceable in accordance with the terms hereof
against all creditors of such Grantor and any Persons purporting to purchase any



<PAGE>   189


                                                                              13



Collateral from such Grantor and (b) are prior to all other Liens on the
Collateral in existence on the date hereof except for Liens permitted by the
Credit Agreement.

                  4.4 Chief Executive Office. On the date hereof, such Grantor's
jurisdiction of organization and the location of such Grantor's chief executive
office is specified on Schedule 4.

                  4.5 Inventory and Equipment. On the date hereof, the Inventory
and the Equipment (other than mobile goods) are kept at the locations listed on
Schedule 5.

                  4.6 Farm Products. None of the Collateral constitutes, or is
the Proceeds of, Farm Products.

                  4.7 Investment Property. (a) The shares of Pledged Stock
pledged by such Grantor hereunder constitute all the issued and outstanding
shares of all classes of the Capital Stock of each Issuer owned by such Grantor
or, in the case of Foreign Subsidiary Voting Stock, if less, 65% of the
outstanding Foreign Subsidiary Voting Stock of each relevant Issuer.

                  (b) All the shares of the Pledged Stock have been duly and
validly issued and are fully paid and nonassessable.

                  (c) Each of the Pledged Notes constitutes, to the knowledge of
the Grantor that is the payee thereof, the legal, valid and binding obligation
of the obligor with respect thereto, enforceable in accordance with its terms,
subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.

                  (d) Such Grantor is the record and beneficial owner of, and
has good title to, the Investment Property pledged by it hereunder, free of any
and all Liens or options in favor of, or claims of, any other Person, except the
security interest created by this Agreement.

                  4.8 Receivables. No amount payable to such Grantor under or in
connection with any Receivable is evidenced by any Instrument or Chattel Paper
in excess of $2,000,000 which has not been delivered to the Collateral Agent
within the time frame referred to in Section 5.2.

                  4.9 Intellectual Property. (a) Schedule 6 lists all
Intellectual Property owned by such Grantor in its own name on the date hereof.

                  (b) To such Grantor's knowledge, each material Copyright,
Patent and Trademark is on the date hereof valid, subsisting, unexpired,
enforceable and has not been abandoned.

                  (c) Except as set forth in Schedule 6, none of the Copyrights,
Patents or Trademarks is on the date hereof the subject of any licensing or
franchise agreement.



<PAGE>   190


                                                                              14



                  (d) No holding, decision or judgment has been rendered by any
Governmental Authority which would limit, cancel or question the validity of any
Copyright, Patent or Trademark in any respect that could reasonably be expected
to have a Material Adverse Effect.

                  (e) No action or proceeding is pending on the date hereof (i)
seeking to limit, cancel or question the validity of any material Copyright,
Patent or Trademark, or (ii) which, if adversely determined, would have a
material adverse effect on the value of any material Patent or Trademark.

                              SECTION 5. COVENANTS

                  Each Grantor covenants and agrees with the Collateral Agent
and the Secured Parties that, from and after the date of this Agreement until
the Obligations shall have been paid in full, no Letter of Credit shall be
outstanding and the Commitments shall have terminated:

                  5.1  [Intentionally Omitted].

                  5.2 Delivery of Instruments and Chattel Paper. If any amount
payable under or in connection with any of the Collateral shall be or become
evidenced by any Instrument or Chattel Paper in excess of $2,000,000, such
Instrument or Chattel Paper shall be immediately delivered to the Collateral
Agent, duly indorsed in a manner reasonably satisfactory to the Collateral
Agent, to be held as Collateral pursuant to this Agreement concurrently with the
delivery of the financial statements referred to in subsections 12.1(a) and
12.1(b) of the Credit Agreement.

                  5.3 Maintenance of Insurance. Such Grantor will maintain
insurance policies insuring the Inventory and Equipment pursuant to and in
accordance with the Credit Agreement.

                  5.4 [Intentionally Omitted].

                  5.5 Maintenance of Perfected Security Interest; Further
Documentation. (a) Such Grantor shall maintain the security interest created by
this Agreement as a perfected security interest having at least the priority
described in Section 4.3 and shall defend such security interest against the
claims and demands of all Persons whomsoever.

                  (b) Upon reasonable request of the Collateral Agent, such
Grantor will furnish to the Collateral Agent and the Secured Parties from time
to time statements and schedules further identifying and describing the
Collateral and such other reports in connection with the Collateral as the
Collateral Agent may reasonably request, all in reasonable detail.

                  (c) At any time and from time to time, upon the written
request of the Collateral Agent, and at the sole expense of such Grantor, such
Grantor will promptly and duly execute and deliver such further instruments and
documents and take such further actions as the Collateral Agent may reasonably
request for the purpose of obtaining or preserving the full benefits of this
Agreement and of the rights and powers herein granted, including, without
limitation, (i) the filing of any



<PAGE>   191


                                                                              15

financing or continuation statements under the Uniform Commercial Code (or other
similar laws) in effect in any jurisdiction with respect to the security
interests created hereby and (ii) in the case of Investment Property and any
other relevant Collateral, taking any actions necessary to enable the Collateral
Agent to obtain "control" (within the meaning of the applicable Uniform
Commercial Code) with respect thereto.

                  5.6 Changes in Locations, Name, etc. Such Grantor will not,
except upon not less than 15 days' prior written notice to the Collateral Agent
and delivery to the Collateral Agent of (a) all additional executed financing
statements and other documents reasonably requested by the Collateral Agent to
maintain the validity, perfection and priority of the security interests
provided for herein and (b) if applicable, a written supplement to Schedule 5
showing any additional location at which Inventory or Equipment shall be kept:

                      (i) permit any of the Inventory or Equipment to be kept at
           a location other than those listed on Schedule 5;

                      (ii) change the location of its chief executive office
           from that referred to in Section 4.4; or

                      (iii) change its name, identity or corporate structure to
           such an extent that any financing statement filed by the Collateral
           Agent in connection with this Agreement would become misleading.

                  5.7 Investment Property. (a) If such Grantor shall become
entitled to receive or shall receive any stock certificate (including, without
limitation, any certificate representing a stock dividend or a distribution in
connection with any reclassification, increase or reduction of capital or any
certificate issued in connection with any reorganization), option or rights in
respect of the Capital Stock of any Issuer, whether in addition to, in
substitution of, as a conversion of, or in exchange for, any shares of the
Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the
same as the agent of the Collateral Agent and the Secured Parties, hold the same
in trust for the Collateral Agent and deliver the same forthwith to the
Collateral Agent in the exact form received, duly indorsed by such Grantor to
the Collateral Agent, if required, together with an undated stock power covering
such certificate duly executed in blank by such Grantor to be held by the
Collateral Agent, subject to the terms hereof, as additional collateral security
for the Obligations. Any sums paid upon or in respect of the Investment Property
upon the liquidation or dissolution of any Issuer shall be paid over to the
Collateral Agent to be held by it hereunder as additional collateral security
for the Obligations, and in case any distribution of capital shall be made on or
in respect of the Investment Property or any property shall be distributed upon
or with respect to the Investment Property pursuant to the recapitalization or
reclassification of the capital of any Issuer or pursuant to the reorganization
thereof, the property so distributed shall, unless otherwise subject to a
perfected security interest in favor of the Collateral Agent, be delivered to
the Collateral Agent to be held by it hereunder as additional collateral
security for the Obligations. If any sums of money or property so paid or
distributed in respect of the Investment Property shall be received by such
Grantor, such Grantor shall, until such money or property is paid or delivered
to the Collateral Agent, hold such


<PAGE>   192


                                                                              16



money or property in trust for the Secured Parties, segregated from other funds
of such Grantor, as additional collateral security for the Obligations.

                  (b) In the case of each Grantor which is an Issuer, such
Issuer agrees that (i) it will be bound by the terms of this Agreement relating
to the Investment Property issued by it and will comply with such terms insofar
as such terms are applicable to it, (ii) it will notify the Collateral Agent
promptly in writing of the occurrence of any of the events described in Section
5.7(a) with respect to the Investment Property issued by it and (iii) the terms
of Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis, with respect to
all actions that may be required of it pursuant to Section 6.3(c) or 6.7 with
respect to the Investment Property issued by it.

                  5.8 Receivables. (a) Other than in the ordinary course of
business, or as otherwise permitted by the Loan Documents, such Grantor will not
(i) grant any extension of the time of payment of any Receivable, (ii)
compromise or settle any Receivable for less than the full amount thereof, (iii)
release, wholly or partially, any Person liable for the payment of any
Receivable, (iv) allow any credit or discount whatsoever on any Receivable or
(v) amend, supplement or modify any Receivable in any manner that could
materially or adversely affect the value thereof.

                  (b) If requested by the Collateral Agent, such Grantor will
take all actions necessary to give notice pursuant to the U.S. Assignment of
Claims Act or such other analogous law if a material portion of the total amount
of the Receivables is owing from Governmental Authorities.

                  5.9 Intellectual Property. Except to the extent that the
failure to do so could not reasonably be expected to have a Material Adverse
Effect:

                  (a) Such Grantor (either itself or through licensees) will (i)
continue to use each material Trademark on each and every trademark class of
goods applicable to its current line as reflected in its current catalogs,
brochures and price lists in order to maintain such Trademark in full force free
from any claim of abandonment for non-use, (ii) maintain as in the past the
quality of products and services offered under such Trademark, (iii) employ such
Trademark with the appropriate notice of registration, (iv) not adopt or use any
mark which is confusingly similar or a colorable imitation of such Trademark
unless the Collateral Agent, for the ratable benefit of the Secured Parties,
shall obtain a perfected security interest in such mark pursuant to this
Agreement, and (v) not (and not permit any licensee or sublicensee thereof to)
do any act or knowingly omit to do any act whereby such material Trademark may
become invalidated.

                  (b) Such Grantor will not do any act, or omit to do any act,
whereby any material Patent may become abandoned or dedicated.

                  (c) Such Grantor (either itself or through licensees) (i) will
employ each material Copyright and (ii) will not (and will not permit any
licensee or sublicensee thereof to) do any act or knowingly omit to do any act
whereby any material portion of the Copyrights may become invalidated. Such
Grantor will not (either itself or through licensees) do any act whereby any
material portion of the Copyrights may become injected into the public domain.


<PAGE>   193


                                                                              17



                  (d) Such Grantor will notify the Collateral Agent immediately
if it knows, or has reason to know, that any application or registration
relating to any material Patent or Trademark may become abandoned or dedicated,
or of any adverse determination or development (including, without limitation,
the institution of, or any such determination or development in, any proceeding
in the United States Patent and Trademark Office or any court or tribunal in any
country) regarding such Grantor's ownership of any material Patent or Trademark
or its right to register the same or to keep and maintain the same.

                  (e) Such Grantor will take all reasonable and necessary steps,
including, without limitation, in any proceeding before the United States Patent
and Trademark Office, or any similar office or agency in any other country or
any political subdivision thereof, to maintain and pursue each application (and
to obtain the relevant registration) and to maintain each registration of the
material Patents and Trademarks, including, without limitation, filing of
applications for renewal, affidavits of use and affidavits of incontestability.

                  (f) In the event that any material Patent or Trademark is
infringed, misappropriated or diluted by a third party, such Grantor shall (i)
take such actions as such Grantor shall reasonably deem appropriate under the
circumstances to protect such Patent or Trademark and (ii) if such Patent or
Trademark is of material economic value, promptly notify the Collateral Agent
and the Secured Parties after it learns thereof and sue for infringement,
misappropriation or dilution, to seek injunctive relief where appropriate and to
recover any and all damages for such infringement, misappropriation or dilution.


                         SECTION 6. REMEDIAL PROVISIONS

                  6.1 Certain Matters Relating to Receivables. (a) The
Collateral Agent hereby authorizes each Grantor to collect such Grantor's
Receivables, subject to the Collateral Agent's direction and control, and the
Collateral Agent may curtail or terminate said authority at any time after the
occurrence and during the continuance of an Event of Default. If required by the
Collateral Agent at any time after the occurrence and during the continuance of
an Event of Default, any payments of Receivables, when collected by any Grantor,
(i) shall be forthwith (and, in any event, within two Business Days) deposited
by such Grantor in the exact form received, duly indorsed by such Grantor to the
Collateral Agent if required, in a Collateral Account maintained under the sole
dominion and control of the Collateral Agent, subject to withdrawal by the
Collateral Agent for the account of the Secured Parties only as provided in
Section 6.5, and (ii) until so turned over, shall be held by such Grantor in
trust for the Collateral Agent and the Secured Parties, segregated from other
funds of such Grantor. Each such deposit of Proceeds of Receivables shall be
accompanied by a report identifying in reasonable detail the nature and source
of the payments included in the deposit.

                  (b) At the Collateral Agent's request, each Grantor shall
deliver to the Collateral Agent all original and other documents evidencing, and
relating to, the agreements and transactions which gave rise to the Receivables,
including, without limitation, all original orders, invoices and shipping
receipts.


<PAGE>   194


                                                                              18



                  6.2 Communications with Obligors; Grantors Remain Liable. (a)
The Collateral Agent in its own name or in the name of others may at any time
after the occurrence and during the continuance of an Event of Default
communicate with obligors under the Receivables to verify with them to the
Collateral Agent's reasonable satisfaction the existence, amount and terms of
any Receivables.

                  (b) Upon the request of the Collateral Agent at any time after
the occurrence and during the continuance of an Event of Default, each Grantor
shall notify obligors on the Receivables that the Receivables have been assigned
to the Collateral Agent for the ratable benefit of the Secured Parties and that
payments in respect thereof shall be made directly to the Collateral Agent.

                  (c) Anything herein to the contrary notwithstanding, each
Grantor shall remain liable under each of the Receivables to observe and perform
all the conditions and obligations to be observed and performed by it
thereunder, all in accordance with the terms of any agreement giving rise
thereto. Neither the Collateral Agent nor any Secured Party shall have any
obligation or liability under any Receivable (or any agreement giving rise
thereto) by reason of or arising out of this Agreement or the receipt by the
Collateral Agent or any Secured Party of any payment relating thereto, nor shall
the Collateral Agent or any Secured Party be obligated in any manner to perform
any of the obligations of any Grantor under or pursuant to any Receivable (or
any agreement giving rise thereto) to make any payment, to make any inquiry as
to the nature or the sufficiency of any payment received by it or as to the
sufficiency of any performance by any party thereunder, to present or file any
claim, to take any action to enforce any performance or to collect the payment
of any amounts which may have been assigned to it or to which it may be entitled
at any time or times.

                  6.3 Pledged Stock. (a) Unless an Event of Default shall have
occurred and be continuing and the Collateral Agent shall have exercised its
right under Section 6.3(b), each Grantor shall be permitted to receive all cash
dividends paid in respect of the Pledged Stock and all payments made in respect
of the Pledged Notes, to the extent permitted in the Credit Agreement, and to
exercise all voting and corporate rights with respect to the Investment
Property; provided, however, that no vote shall be cast or corporate right
exercised or other action taken which would be inconsistent with or result in
any violation of any provision of the Credit Agreement, this Agreement or any
other Loan Document.

                  (b) If an Event of Default shall occur and be continuing, (i)
the Collateral Agent shall have the right to receive any and all cash dividends,
payments or other Proceeds paid in respect of the Investment Property and make
application thereof to the Obligations in accordance with the Sharing Agreement,
and (ii) any or all of the Investment Property may be registered in the name of
the Collateral Agent or its nominee, and the Collateral Agent or its nominee may
thereafter exercise (x) all voting, corporate and other rights pertaining to
such Investment Property at any meeting of shareholders of the relevant Issuer
or Issuers or otherwise and (y) any and all rights of conversion, exchange,
subscription and any other rights, privileges or options pertaining to such
Investment Property as if it were the absolute owner thereof (including, without
limitation, the right to exchange at its discretion any and all of the
Investment Property upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the corporate structure of any
Issuer,


<PAGE>   195


                                                                              19



or upon the exercise by any Grantor or the Collateral Agent of any right,
privilege or option pertaining to such Investment Property, and in connection
therewith, the right to deposit and deliver any and all of the Investment
Property with any committee, depositary, transfer agent, registrar or other
designated agency upon such terms and conditions as the Collateral Agent may
determine), all without liability except to account for property actually
received by it, but the Collateral Agent shall have no duty to any Grantor to
exercise any such right, privilege or option and shall not be responsible for
any failure to do so or delay in so doing.

                  (c) Each Grantor hereby authorizes and instructs each Issuer
of any Investment Property pledged by such Grantor hereunder to (i) comply with
any instruction received by it from the Collateral Agent in writing that (x)
states that an Event of Default has occurred and is continuing and (y) is
otherwise in accordance with the terms of this Agreement, without any other or
further instructions from such Grantor, and each Grantor agrees that each Issuer
shall be fully protected in so complying, and (ii) unless otherwise expressly
permitted hereby, pay any dividends or other payments with respect to the
Investment Property directly to the Collateral Agent.

                  6.4 Proceeds to be Turned Over to Collateral Agent. In
addition to the rights of the Collateral Agent and the Secured Parties specified
in Section 6.1 with respect to payments of Receivables, if an Event of Default
shall occur and be continuing, unless otherwise agreed by the Collateral Agent,
all Proceeds received by any Grantor consisting of cash, checks and other near-
cash items shall be held by such Grantor in trust for the Collateral Agent and
the Secured Parties, segregated from other funds of such Grantor, and shall,
forthwith upon receipt by such Grantor, be turned over to the Collateral Agent
in the exact form received by such Grantor (duly indorsed by such Grantor to the
Collateral Agent, if required). All Proceeds received by the Collateral Agent
hereunder shall be held by the Collateral Agent in a Collateral Account
maintained under its sole dominion and control. All Proceeds while held by the
Collateral Agent in a Collateral Account (or by such Grantor in trust for the
Collateral Agent and the Secured Parties) shall continue to be held as
collateral security for all the Obligations and shall not constitute payment
thereof until applied as provided in Section 6.5.

                  6.5 Application of Proceeds. At such intervals as may be
agreed upon by the US Borrower and the Collateral Agent, or, if an Event of
Default shall have occurred and be continuing, at any time at the Collateral
Agent's election, the Collateral Agent may apply all or any part of Proceeds
held in any Collateral Account in payment of the Obligations. Any balance of
such Proceeds remaining after the Obligations shall have been paid in full, no
Letter of Credit shall be outstanding and the Commitments shall have terminated
shall be paid over to the US Borrower or to whomsoever may be lawfully entitled
to receive the same.

                  6.6 Code and Other Remedies. If an Event of Default shall
occur and be continuing, the Collateral Agent, on behalf of the Secured Parties,
may exercise, in addition to all other rights and remedies granted to them in
this Agreement and in any other instrument or agreement securing, evidencing or
relating to the Obligations, all rights and remedies of a secured party under
the Code or any other applicable law. Without limiting the generality of the
foregoing, the Collateral Agent, without demand of performance or other demand,
presentment, protest, advertisement or notice of



<PAGE>   196


                                                                              20



any kind (except any notice required by law referred to below) to or upon any
Grantor or any other Person (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such circumstances
forthwith collect, receive, appropriate and realize upon the Collateral, or any
part thereof, and/or may forthwith sell, lease, assign, give option or options
to purchase, or otherwise dispose of and deliver the Collateral or any part
thereof (or contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, at any exchange, broker's board or office of
the Collateral Agent or any Secured Party or elsewhere upon such terms and
conditions as it may deem advisable and at such prices as it may deem best, for
cash or on credit or for future delivery without assumption of any credit risk.
The Collateral Agent or any Secured Party shall have the right upon any such
public sale or sales, and, to the extent permitted by law, upon any such private
sale or sales, to purchase the whole or any part of the Collateral so sold, free
of any right or equity of redemption in any Grantor, which right or equity is
hereby waived or released. Each Grantor further agrees, at the Collateral
Agent's request, to assemble the Collateral and make it available to the
Collateral Agent at places which the Collateral Agent shall reasonably select,
whether at such Grantor's premises or elsewhere. The Collateral Agent shall
apply the net proceeds of any action taken by it pursuant to this Section 6.6,
after deducting all reasonable costs and expenses of every kind incurred in
connection therewith or incidental to the care or safekeeping of any of the
Collateral or in any way relating to the Collateral or the rights of the
Collateral Agent and the Secured Parties hereunder, including, without
limitation, reasonable attorneys' fees and disbursements of the Collateral
Agent, to the payment in whole or in part of the Obligations, in accordance with
the Sharing Agreement, and only after such application and after the payment by
the Collateral Agent of any other amount required by any provision of law,
including, without limitation, Section 9-504(1)(c) of the Code, need the
Collateral Agent account for the surplus, if any, to any Grantor. To the extent
permitted by applicable law, each Grantor waives all claims, damages and demands
it may acquire against the Collateral Agent or any Secured Party arising out of
the exercise by them of any rights hereunder. If any notice of a proposed sale
or other disposition of Collateral shall be required by law, such notice shall
be deemed reasonable and proper if given at least 10 days before such sale or
other disposition.

                  6.7 Registration Rights. (a) If the Collateral Agent shall
determine to exercise its right to sell any or all of the Pledged Stock pursuant
to Section 6.6, and if in the opinion of the Collateral Agent it is necessary or
advisable to have the Pledged Stock, or that portion thereof to be sold,
registered under the provisions of the Securities Act, the relevant Grantor will
cause the Issuer (to the extent controlled by such Grantor) thereof to (i)
execute and deliver, and cause the directors and officers of such Issuer to
execute and deliver, all such instruments and documents, and do or cause to be
done all such other acts as may be, in the reasonable opinion of the Collateral
Agent, necessary or advisable to register the Pledged Stock, or that portion
thereof to be sold, under the provisions of the Securities Act, (ii) use its
commercially reasonable efforts to cause the registration statement relating
thereto to become effective and to remain effective for a period of one year
from the date of the first public offering of the Pledged Stock, or that portion
thereof to be sold, and (iii) make all amendments thereto and/or to the related
prospectus which, in the reasonable opinion of the Collateral Agent, are
necessary or advisable, all in conformity with the requirements of the
Securities Act and the rules and regulations of the Securities and Exchange
Commission applicable thereto. Each Grantor agrees to cause such Issuer to
comply with the provisions of the securities or



<PAGE>   197


                                                                              21



"Blue Sky" laws of any and all jurisdictions which the Collateral Agent shall
designate and to make available to its security holders, as soon as practicable,
an earnings statement (which need not be audited) which will satisfy the
provisions of Section 11(a) of the Securities Act.

                  (b) Each Grantor recognizes that the Collateral Agent may be
unable to effect a public sale of any or all the Pledged Stock, by reason of
certain prohibitions contained in the Securities Act and applicable state
securities laws or otherwise, and may be compelled to resort to one or more
private sales thereof to a restricted group of purchasers which will be obliged
to agree, among other things, to acquire such securities for their own account
for investment and not with a view to the distribution or resale thereof. Each
Grantor acknowledges and agrees that any such private sale may result in prices
and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner. The Collateral
Agent shall be under no obligation to delay a sale of any of the Pledged Stock
for the period of time necessary to permit the Issuer thereof to register such
securities for public sale under the Securities Act, or under applicable state
securities laws, even if such Issuer would agree to do so.

                  (c) Each Grantor agrees to use its commercially reasonable
efforts to do or cause to be done all such other acts as may be necessary to
make such sale or sales of all or any portion of the Pledged Stock pursuant to
this Section 6.7 valid and binding and in compliance with any and all other
applicable Requirements of Law. Each Grantor further agrees that a breach of any
of the covenants contained in this Section 6.7 will cause irreparable injury to
the Collateral Agent and the Secured Parties, that the Collateral Agent and the
Secured Parties have no adequate remedy at law in respect of such breach and, as
a consequence, that each and every covenant contained in this Section 6.7 shall
be specifically enforceable against such Grantor, and such Grantor hereby waives
and agrees not to assert any defenses against an action for specific performance
of such covenants except for a defense that no Event of Default has occurred
under the Credit Agreement.

                  6.8 Waiver; Deficiency. Each Grantor waives and agrees not to
assert any rights or privileges which it may acquire under Section 9-112 of the
Code. Each Grantor shall remain liable for any deficiency if the proceeds of any
sale or other disposition of the Collateral are insufficient to pay its
Obligations and the fees and disbursements of any attorneys employed by the
Collateral Agent or any Secured Party to collect such deficiency.


                         SECTION 7. THE COLLATERAL AGENT

                  7.1 Collateral Agent's Appointment as Attorney-in-Fact, etc.
(a) Each Grantor hereby irrevocably constitutes and appoints the Collateral
Agent and any officer or agent thereof, with full power of substitution, as its
true and lawful attorney-in-fact with full irrevocable power and authority in
the place and stead of such Grantor and in the name of such Grantor or in its
own name, for the purpose of carrying out the terms of this Agreement, to take
any and all appropriate action and to execute any and all documents and
instruments which may be reasonably necessary or desirable to accomplish the
purposes of this Agreement, and, without limiting the generality of the



<PAGE>   198


                                                                              22



foregoing, each Grantor hereby gives the Collateral Agent the power and right,
on behalf of such Grantor, without notice to or assent by such Grantor, to do
any or all of the following:

                                 (i) in the name of such Grantor or its own
                  name, or otherwise, take possession of and indorse and collect
                  any checks, drafts, notes, acceptances or other instruments
                  for the payment of moneys due under any Receivable or with
                  respect to any other Collateral and file any claim or take any
                  other action or proceeding in any court of law or equity or
                  otherwise deemed appropriate by the Collateral Agent for the
                  purpose of collecting any and all such moneys due under any
                  Receivable or with respect to any other Collateral whenever
                  payable;

                                 (ii) in the case of any Copyright, Patent or
                  Trademark, execute and deliver any and all agreements,
                  instruments, documents and papers as the Collateral Agent may
                  request to evidence the Collateral Agent's and the Secured
                  Parties' security interest in such Copyright, Patent or
                  Trademark and the goodwill and general intangibles of such
                  Grantor relating thereto or represented thereby;

                                 (iii) pay or discharge taxes and Liens levied
                  or placed on or threatened against the Collateral, effect any
                  repairs or any insurance called for by the terms of this
                  Agreement and pay all or any part of the premiums therefor and
                  the costs thereof;

                                 (iv) execute, in connection with any sale
                  provided for in Section 6.6 or 6.7, any indorsements,
                  assignments or other instruments of conveyance or transfer
                  with respect to the Collateral; and

                                 (v)(1) direct any party liable for any payment
                  under any of the Collateral to make payment of any and all
                  moneys due or to become due thereunder directly to the
                  Collateral Agent or as the Collateral Agent shall direct; (2)
                  ask or demand for, collect and receive payment of and receipt
                  for, any and all moneys, claims and other amounts due or to
                  become due at any time in respect of or arising out of any
                  Collateral; (3) sign and indorse any invoices, freight or
                  express bills, bills of lading, storage or warehouse receipts,
                  drafts against debtors, assignments, verifications, notices
                  and other documents in connection with any of the Collateral;
                  (4) commence and prosecute any suits, actions or proceedings
                  at law or in equity in any court of competent jurisdiction to
                  collect the Collateral or any portion thereof and to enforce
                  any other right in respect of any Collateral; (5) defend any
                  suit, action or proceeding brought against such Grantor with
                  respect to any Collateral; (6) settle, compromise or adjust
                  any such suit, action or proceeding and, in connection
                  therewith, to give such discharges or releases as the
                  Collateral Agent may deem appropriate; (7) assign any
                  Copyright, Patent or Trademark (along with the goodwill of the
                  business to which any such Copyright, Patent or Trademark
                  pertains), throughout the world for such term or terms, on
                  such conditions, and in such manner, as the Collateral Agent
                  shall in its sole discretion determine; and (8) generally,
                  sell, transfer, pledge and make any agreement with respect to
                  or otherwise deal with any of the Collateral as


<PAGE>   199


                                                                              23



                  fully and completely as though the Collateral Agent were the
                  absolute owner thereof for all purposes, and do, at the
                  Collateral Agent's option and such Grantor's expense, at any
                  time, or from time to time, all acts and things which the
                  Collateral Agent deems necessary to protect, preserve or
                  realize upon the Collateral and the Collateral Agent's and the
                  Secured Parties' security interests therein and to effect the
                  intent of this Agreement, all as fully and effectively as such
                  Grantor might do.

         Anything in this Section 7.1(a) to the contrary notwithstanding, the
Collateral Agent agrees that it will not exercise any rights under the power of
attorney provided for in this Section 7.1(a) unless an Event of Default shall
have occurred and be continuing.

                  (b) If any Grantor fails to perform or comply with any of its
agreements contained herein, the Collateral Agent, at its option, but without
any obligation so to do, may perform or comply, or otherwise cause performance
or compliance, with such agreement.

                  (c) The expenses of the Collateral Agent incurred in
connection with actions undertaken as provided in this Section 7.1, together
with interest thereon at a rate per annum as provided under the Credit
Agreement, from the date of payment by the Collateral Agent to the date
reimbursed by the relevant Grantor, shall be payable by such Grantor to the
Collateral Agent on demand.

                  (d) Each Grantor hereby ratifies all that said attorneys shall
lawfully do or cause to be done by virtue hereof. All powers, authorizations and
agencies contained in this Agreement are coupled with an interest and are
irrevocable until this Agreement is terminated and the security interests
created hereby are released.

                  7.2 Duty of Collateral Agent. The Collateral Agent's sole duty
with respect to the custody, safekeeping and physical preservation of the
Collateral in its possession, under Section 9- 207 of the Code or otherwise,
shall be to deal with it in the same manner as the Collateral Agent deals with
similar property for its own account. Neither the Collateral Agent, any Secured
Party nor any of their respective officers, directors, employees or agents shall
be liable for failure to demand, collect or realize upon any of the Collateral
or for any delay in doing so or shall be under any obligation to sell or
otherwise dispose of any Collateral upon the request of any Grantor or any other
Person or to take any other action whatsoever with regard to the Collateral or
any part thereof. The powers conferred on the Collateral Agent and the Secured
Parties hereunder are solely to protect the Collateral Agent's and the Secured
Parties' interests in the Collateral and shall not impose any duty upon the
Collateral Agent or any Secured Party to exercise any such powers. The
Collateral Agent and the Secured Parties shall be accountable only for amounts
that they actually receive as a result of the exercise of such powers, and
neither they nor any of their officers, directors, employees or agents shall be
responsible to any Grantor for any act or failure to act hereunder, except for
their own gross negligence or willful misconduct or their breach of the Loan
Documents.

                  7.3 Execution of Financing Statements. Pursuant to Section
9-402 of the Code and any other applicable law, each Grantor authorizes the
Collateral Agent to file or record financing

<PAGE>   200


                                                                              24



statements and other filing or recording documents or instruments with respect
to the Collateral without the signature of such Grantor in such form and in such
offices as the Collateral Agent reasonably determines appropriate to perfect the
security interests of the Collateral Agent under this Agreement. A photographic
or other reproduction of this Agreement shall be sufficient as a financing
statement or other filing or recording document or instrument for filing or
recording in any jurisdiction.

                  7.4 Authority of Collateral Agent. Each Grantor acknowledges
that the rights and responsibilities of the Collateral Agent under this
Agreement with respect to any action taken by the Collateral Agent or the
exercise or non-exercise by the Collateral Agent of any option, voting right,
request, judgment or other right or remedy provided for herein or resulting or
arising out of this Agreement shall, as between the Collateral Agent and the
Secured Parties, be governed by the Sharing Agreement and by such other
agreements with respect thereto as may exist from time to time among them, but,
as between the Collateral Agent and the Grantors, the Collateral Agent shall be
conclusively presumed to be acting as agent for the Secured Parties with full
and valid authority so to act or refrain from acting, and no Grantor shall be
under any obligation, or entitlement, to make any inquiry respecting such
authority.


                            SECTION 8. MISCELLANEOUS

                  8.1 Amendments in Writing. Subject to the terms of the Credit
Agreement, the terms or provisions of this Agreement may be waived, amended,
supplemented or otherwise modified by a written instrument executed by each
affected Grantor and the Collateral Agent, provided that any provision of this
Agreement imposing obligations on any Grantor may be waived by the Collateral
Agent in a written instrument executed by the Collateral Agent.

                  8.2 Notices. All notices, requests and demands to or upon the
Collateral Agent or any Grantor hereunder shall be effected in the manner
provided for in subsection 17.2 of the Credit Agreement; provided that any such
notice, request or demand to or upon any Guarantor shall be addressed to such
Guarantor at its notice address set forth on Schedule 1 and any such notice,
received or demand to or upon the Collateral Agent shall be addressed to the
Collateral Agent at: One Chase Manhattan Plaza, New York, New York 10081,
Attention: Janet Belden, Telecopy: (212) 552-5658.

                  8.3 No Waiver by Course of Conduct; Cumulative Remedies.
Neither the Collateral Agent nor any Secured Party shall by any act (except by a
written instrument pursuant to Section 8.1), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default. No failure to exercise, nor any
delay in exercising, on the part of the Collateral Agent or any Secured Party,
any right, power or privilege hereunder shall operate as a waiver thereof. No
single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. A waiver by the Collateral Agent or any Secured Party
of any right or remedy hereunder on any one occasion shall not be construed as a
bar to any right or remedy

<PAGE>   201


                                                                              25



which the Collateral Agent or such Secured Party would otherwise have on any
future occasion. The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or
remedies provided by law.

                  8.4 Enforcement Expenses; Indemnification. (a) Each Guarantor
agrees to pay or reimburse each Secured Party and the Collateral Agent for all
its costs and expenses incurred in collecting against such Guarantor under the
guarantee contained in Section 2 or otherwise enforcing or preserving any rights
under this Agreement and the other Loan Documents to which such Guarantor is a
party, including, without limitation, the fees and disbursements of counsel to
the Collateral Agent.

                  (b) Each Guarantor agrees to pay, and to save the Collateral
Agent and the Secured Parties harmless from, any and all liabilities with
respect to, or resulting from any delay in paying, any and all stamp, excise,
sales or other taxes which may be payable or determined to be payable with
respect to any of the Collateral or in connection with any of the transactions
contemplated by this Agreement.

                  (c) Each Guarantor agrees to pay, and to save the Collateral
Agent and the Secured Parties harmless from, any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement (collectively, the "indemnified liabilities") to the extent the US
Borrower would be required to do so pursuant to subsection 17.5 of the Credit
Agreement.

                  (d) The agreements in this subsection 8.4 shall survive
repayment of the Obligations and all other amounts payable under the Credit
Agreement and the other Loan Documents.

                  8.5 Successors and Assigns. This Agreement shall be binding
upon the successors and assigns of each Grantor and shall inure to the benefit
of the Collateral Agent and the Secured Parties and their successors and
assigns; provided that no Grantor may assign, transfer or delegate any of its
rights or obligations under this Agreement without the prior written consent of
the Collateral Agent.

                  8.6 Set-Off. Each Guarantor hereby irrevocably authorizes the
Collateral Agent and each Secured Party at any time and from time to time while
an Event of Default pursuant to subsection 14(a) of the Credit Agreement shall
have occurred and be continuing, without notice to such Guarantor, any other
Guarantor or the US Borrower, any such notice being expressly waived by each
Guarantor and by the US Borrower, to set-off and appropriate and apply any and
all deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by the Collateral Agent or such Secured
Party to or for the credit or the account of such Guarantor, or any part thereof
in such amounts as the Collateral Agent or such Secured Party may elect, against
and on account of the obligations and liabilities of such Guarantor to the
Collateral Agent or such Secured Party hereunder and claims of



<PAGE>   202


                                                                              26



every nature and description of the Collateral Agent or such Secured Party
against such Guarantor, in any currency, whether arising hereunder, under the
Credit Agreement, any other Loan Document or otherwise, as the Collateral Agent
or such Secured Party may elect, whether or not the Collateral Agent or any
Secured Party has made any demand for payment and although such obligations,
liabilities and claims may be contingent or unmatured. The Collateral Agent and
each Secured Party shall notify such Guarantor promptly of any such set-off and
the application made by the Collateral Agent or such Secured Party of the
proceeds thereof, provided that the failure to give such notice shall not affect
the validity of such set-off and application. The rights of the Collateral Agent
and each Secured Party under this subsection 8.6 are in addition to other rights
and remedies (including, without limitation, other rights of set-off) which the
Collateral Agent or such Secured Party may have.

                  8.7 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument.

                  8.8 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                  8.9 Section Headings. The Section headings used in this
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.

                  8.10 Integration. This Agreement and the other Loan Documents
represent the agreement of the Grantors, the Collateral Agent and the Secured
Parties with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Collateral Agent or any
Secured Party relative to subject matter hereof not expressly set forth or
referred to herein or in the other Loan Documents.

                  8.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                  8.12 Submission To Jurisdiction; Waivers. Each Subsidiary
Guarantor hereby irrevocably and unconditionally:

                  (a) submits for itself and its property in any legal action or
         proceeding relating to this Agreement and the other Loan Documents to
         which it is a party, or for recognition and enforcement of any
         judgement in respect thereof, to the non-exclusive general jurisdiction
         of the Courts of the State of New York, the courts of the United States
         of America for the Southern District of New York, and appellate courts
         from any thereof;



<PAGE>   203
                                                                              27


                  (b) consents that any such action or proceeding may be brought
         in such courts and waives any objection that it may now or hereafter
         have to the venue of any such action or proceeding in any such court or
         that such action or proceeding was brought in an inconvenient court and
         agrees not to plead or claim the same;

                  (c) agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar form of mail), postage
         prepaid, to such Subsidiary Guarantor at its address referred to in
         Section 8.2 or at such other address of which the Collateral Agent
         shall have been notified pursuant thereto;

                  (d) agrees that nothing herein shall affect the right to
         effect service of process in any other manner permitted by law or shall
         limit the right to sue in any other jurisdiction; and

                  (e) waives, to the maximum extent not prohibited by law, any
         right it may have to claim or recover in any legal action or proceeding
         referred to in this Section any special, exemplary, punitive or
         consequential damages.

                  8.13 Acknowledgements. Each Subsidiary Guarantor hereby
acknowledges that:

                  (a) it has been advised by counsel in the negotiation,
         execution and delivery of this Agreement and the other Loan Documents
         to which it is a party;

                  (b) neither the Collateral Agent nor any Secured Party has any
         fiduciary relationship with or duty to any Subsidiary Guarantor arising
         out of or in connection with this Agreement or any of the other Loan
         Documents, and the relationship between the Subsidiary Guarantors, on
         the one hand, and the Collateral Agent and Secured Parties, on the
         other hand, in connection herewith or therewith is solely that of
         debtor and creditor; and

                  (c) no joint venture is created hereby or by the other Loan
         Documents or otherwise exists by virtue of the transactions
         contemplated hereby among the Secured Parties or among the Subsidiary
         Guarantors and the Secured Parties.

                  8.14 WAIVER OF JURY TRIAL. EACH SUBSIDIARY GUARANTOR HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.

                  8.15 Additional Grantors. Each Subsidiary of the US Borrower
that is required to become a party to this Agreement pursuant to subsection
12.12 of the Credit Agreement shall become a Grantor for all purposes of this
Agreement upon execution and delivery by such Subsidiary of an Assumption
Agreement in the form of Annex 1 hereto.

<PAGE>   204


                                                                              28





                  8.16 Releases. (a) At such time as the Obligations shall have
been paid in full, the Commitments have been terminated and no Letter of Credit
shall be outstanding, the Collateral shall be released from the Liens created
hereby, and this Agreement and all obligations (other than those expressly
stated to survive such termination) of the Collateral Agent and each Grantor
hereunder shall terminate, all without delivery of any instrument or performance
of any act by any party, and all rights to the Collateral shall revert to the
Grantors. At the request and sole expense of any Grantor following any such
termination, the Collateral Agent shall deliver to such Grantor any Collateral
held by the Collateral Agent hereunder, and execute and deliver to such Grantor
such documents as such Grantor shall reasonably request to evidence such
termination.

                  (b) If any of the Collateral shall be sold, transferred or
otherwise disposed of by any Grantor in a transaction permitted by the Credit
Agreement, then the Collateral Agent, at the request and sole expense of such
Grantor, shall execute and deliver to such Grantor all releases or other
documents reasonably necessary or desirable for the release of the Liens created
hereby on such Collateral. At the request and sole expense of the US Borrower, a
Subsidiary Guarantor shall be released from its obligations hereunder in the
event that all the Capital Stock of such Subsidiary Guarantor shall be sold,
transferred or otherwise disposed of in a transaction permitted by the Credit
Agreement.

                  8.17 Judgment Currency. (a) If, for the purpose of obtaining
or enforcing judgment against any Grantor in any court in any jurisdiction, it
becomes necessary to convert into any other currency (such other currency being
hereinafter in this subsection 8.17 referred to as the "Judgment Currency") an
amount due in a particular currency (the "Denominated Currency") under this
Agreement, the conversion shall be made at the rate of exchange prevailing on
the Business Day immediately preceding the date of actual payment of the amount
due, in the case of any proceeding in the courts of any jurisdiction that will
give effect to such conversion being made on such date, or the date on which the
judgment is given, in the case of any proceeding in the courts of any
jurisdiction (the applicable date as of which such conversion is made pursuant
to this subsection 8.17 being hereinafter in this subsection 8.17 referred to as
the "Judgment Conversion Date").

                  (b) If, in the case of any proceeding in the court of any
jurisdiction referred to in subsection 8.17(a), there is a change in the rate of
exchange prevailing between the Judgment Conversion Date and the time of actual
receipt of the amount due in immediately available funds, the applicable Grantor
shall pay such additional amount (if any, but in any event not a lesser amount)
as may be necessary to ensure that the amount actually received in the Judgment
Currency, when converted at the rate of exchange prevailing on the date of
payment, will produce the amount of Denominated Currency which could have been
purchased with the amount of the Judgment Currency stipulated in the judgment or
judicial order at the rate of exchange prevailing on the Judgment Conversion
Date.

                  (c) Any amount due from any Grantor under this subsection 8.17
shall be due as a separate debt and shall not be affected by judgment being
obtained for any other amounts due under or in respect of this Agreement.

<PAGE>   205
                                                                              29


                  (d) The term "rate of exchange" in this subsection 8.17 means
the spot rate of exchange at which the applicable Agent would, on the relevant
date at or about 12:00 noon, be prepared to sell Denominated Currency against
the Judgment Currency.



<PAGE>   206


                                                                              30



                  IN WITNESS WHEREOF, each of the undersigned has caused this
Guarantee and Collateral Agreement to be duly executed and delivered as of the
date first above written.


                                    VIASYSTEMS, INC., as a Grantor


                                    By:
                                       ----------------------------------------
                                       Title:


                                    VIASYSTEMS GROUP, INC., as a Grantor


                                    By:
                                       ----------------------------------------
                                       Title:


                                    VIASYSTEMS TECHNOLOGIES CORP., as a
                                    Subsidiary Guarantor and a Grantor


                                    By:
                                       ----------------------------------------
                                       Title:


                                    VIASYSTEMS INTERNATIONAL, INC., as a
                                    Subsidiary Guarantor and a Grantor


                                    By:
                                       ----------------------------------------
                                       Title:


                                    PAGG CORPORATION, as a  Subsidiary Guarantor
                                    and a Grantor


                                    By:
                                       ----------------------------------------
                                       Title:


<PAGE>   207



                                    VIASYSTEMS TECHNOLOGIES CORP., L.L.C., as
                                    a Subsidiary Guarantor and a Grantor


                                    By:
                                       ----------------------------------------
                                       Title:


                                    WIREKRAFT INDUSTRIES, INC., as a  Subsidiary
                                    Guarantor and a Grantor


                                    By:
                                       ----------------------------------------
                                       Title:


                                    WIRE HARNESS INDUSTRIES, INC., as a
                                    Subsidiary Guarantor and a Grantor


                                    By:
                                       ----------------------------------------
                                       Title:

                                    WIREKRAFT EMPLOYMENT COMPANY, as a
                                    Subsidiary Guarantor and a Grantor


                                    By:
                                       ----------------------------------------
                                       Title:


                                    ECM HOLDING COMPANY, as a  Subsidiary
                                    Guarantor and a Grantor


                                    By:
                                       ----------------------------------------
                                       Title:




<PAGE>   208
                          ACKNOWLEDGEMENT AND CONSENT(1)


         The undersigned hereby acknowledges receipt of a copy of the Guarantee
and Collateral Agreement dated as of March __, 2000 (the "Agreement"), made by
the Grantors parties thereto for the benefit of The Chase Manhattan Bank, as
Collateral Agent. The undersigned agrees for the benefit of the Collateral Agent
and the Secured Parties as follows:

         1. The undersigned will be bound by the terms of the Agreement and will
comply with such terms insofar as such terms are applicable to the undersigned.

         2. The undersigned will notify the Collateral Agent promptly in writing
of the occurrence of any of the events described in Section 5.7(a) of the
Agreement.

         3. The terms of Sections 6.3(c) and 6.7 of the Agreement shall apply to
it, mutatis mutandis, with respect to all actions that may be required of it
pursuant to Section 6.3(c) or 6.7 of the Agreement.

                                    [NAME OF ISSUER]



                                    By
                                      ------------------------------------------

                                    Title
                                         ---------------------------------------

                                    Address for Notices:

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

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

                                    Fax:
                                         ---------------------------------------

--------
         (1) This consent is necessary only with respect to any Issuer which is
not also a Grantor. This consent may be modified or eliminated with respect to
any Issuer that is not controlled by a Grantor. If a consent is required, its
execution and delivery should be included among the conditions to the initial
borrowing specified in the Credit Agreement.



<PAGE>   209




                                                                      Annex 1 to
                                              Guarantee and Collateral Agreement



                  ASSUMPTION AGREEMENT, dated as of ________________, ____, made
by ______________________________, a ______________ (the "Additional Grantor"),
in favor of The Chase Manhattan Bank, as collateral agent (in such capacity, the
"Collateral Agent"), for the Secured Parties (as defined below). All capitalized
terms not defined herein shall have the meaning ascribed to them in the Credit
Agreement referred to below.


                               W I T N E S E T H :


                  WHEREAS, pursuant to the Credit Agreement dated as of March
__, 2000 (as amended, modified, supplemented, restated and in effect from time
to time, the "Credit Agreement"), among Viasystems Group, Inc., a Delaware
corporation ("Holdings"), Viasystems, Inc., a Delaware corporation (the "US
Borrower"), Viasystems Canada, Inc., a Quebec corporation (the "Canadian
Borrower"), Print Service Holding N.V., a company organized under the laws of
the Netherlands ("Print Service"), any Future Foreign Subsidiary Borrowers which
may from time to time become parties thereto, the several banks and other
financial institutions from time to time parties thereto (the "Lenders"), The
Chase Manhattan Bank of Canada ("Chase Canada"), as Canadian administrative
agent (in such capacity, the "Canadian Administrative Agent"), Chase Manhattan
International Limited, as Multicurrency administrative agent (in such capacity,
the "Multicurrency Administrative Agent"), and The Chase Manhattan Bank
("Chase"), as administrative agent for the Lenders (in such capacity, the
"Administrative Agent"), the Lenders have severally agreed to make extensions of
credit to the Borrowers upon the terms and subject to the conditions set forth
therein;

                  WHEREAS, in connection with the Credit Agreement, Holdings,
the US Borrower and certain of their Subsidiaries (other than the Additional
Grantor) have entered into the Guarantee and Collateral Agreement, dated as of
March __, 2000 (as amended, supplemented or otherwise modified from time to
time, the "Guarantee and Collateral Agreement") in favor of the Collateral Agent
for the benefit of the Secured Parties;

                  WHEREAS, the Credit Agreement requires the Additional Grantor
to become a party to the Guarantee and Collateral Agreement; and

                  WHEREAS, the Additional Grantor has agreed to execute and
deliver this Assumption Agreement in order to become a party to the Guarantee
and Collateral Agreement;

                  NOW, THEREFORE, IT IS AGREED:



<PAGE>   210


                                                                               2



                  1. Guarantee and Collateral Agreement. By executing and
delivering this Assumption Agreement, the Additional Grantor, as provided in
Section 8.15 of the Guarantee and Collateral Agreement, hereby becomes a party
to the Guarantee and Collateral Agreement as a Grantor thereunder with the same
force and effect as if originally named therein as a Grantor and, without
limiting the generality of the foregoing, hereby (a) guarantees the Domestic
Obligations as set forth in Section 2 of the Guarantee and Collateral Agreement,
(b) grants to the Collateral Agent for the benefit of the Secured Parties a
security interest in the Collateral on the terms and conditions of the Guarantee
and Collateral Agreement and (c) expressly assumes all obligations and
liabilities of a Grantor thereunder. The information set forth in Annex 1-A
hereto is hereby added to the information set forth in Schedules ____________(2)
to the Guarantee and Collateral Agreement. The Additional Grantor hereby
represents and warrants that each of the representations and warranties
contained in Section 4 of the Guarantee and Collateral Agreement is true and
correct on and as the date hereof (after giving effect to this Assumption
Agreement) as if made on and as of such date.

                  2.  Governing Law.  THIS ASSUMPTION AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK.


                  IN WITNESS WHEREOF, the undersigned has caused this Assumption
Agreement to be duly executed and delivered as of the date first above written.

                                                [ADDITIONAL GRANTOR]



                                                By:
                                                   -----------------------------
                                                 Name:
                                                 Title:


--------
(2) Refer to each Schedule which needs to be supplemented.






<PAGE>   211
                                                                       EXHIBIT G
                                                             TO CREDIT AGREEMENT

                                SHARING AGREEMENT

     SHARING AGREEMENT dated as of March __, 2000 among THE CHASE MANHATTAN BANK
("Chase"), as administrative agent (in such capacity, the "Administrative
Agent"), THE CHASE MANHATTAN BANK OF CANADA ("Chase Canada"), as Canadian
administrative agent (in such capacity, the "Canadian Administrative Agent"),
CHASE MANHATTAN INTERNATIONAL ("Chase England"), as multicurrency administrative
agent (in such capacity, the "Multicurrency Administrative Agent" and, together
with the Administrative Agent and the Canadian Administrative Agent, the
"Agents"), and Chase, as collateral agent (the "Collateral Agent") for the
Secured Parties.

     A. (i) The US Revolving Credit Lenders and the Term Loan Lenders (the "US
Lenders") have agreed to extend credit to Viasystems, Inc., a Delaware
corporation (the "US Borrower"), (ii) the Multicurrency Revolving Credit Lenders
(in such capacity, the "Canadian Lenders") have agreed to extend credit in
Canadian Dollars to Viasystems Canada, Inc., a Quebec corporation (the "Canadian
Borrower") and (iii) the Multicurrency Revolving Credit Lenders (in such
capacity, the "Non-US/Canadian Lenders" and, together with the US Lenders and
the Canadian Lenders, the "Lenders") have also agreed to extend credit in
certain other currencies to the US Borrower, the Canadian Borrower, Print
Service Holding N.V. and certain other borrowers (collectively, the
"Borrowers"), in each case, pursuant to the Credit Agreement dated as of March
__, 2000 (as amended, modified, supplemented, restated and in effect from time
to time, the "Credit Agreement"), among Viasystems Group, Inc., a Delaware
corporation ("Holdings"), the Borrowers, the Lenders and the Agents. Capitalized
terms used but not defined in this introductory statement shall have the
meanings assigned to such terms in Section 1.01.

     B. Pursuant to the Loan Documents, (i) Holdings, the Borrowers and certain
Subsidiaries of the Borrowers have entered into, and certain other Subsidiaries
of the Borrowers in the future may enter into, mortgages, pledge agreements and
other security documents under which they have pledged and will pledge certain
property and (ii) Holdings, certain of the Borrowers and certain Subsidiaries of
the Borrowers have entered into, and certain other Subsidiaries of the Borrowers
in the future may enter into, Guarantees under which they have guaranteed and
will guarantee some or all of the Obligations.

     C. In continuing to extend credit to any of the Borrowers, each of the
Secured Parties is relying on the undertakings of each of the other Secured
Parties as set forth herein.

     D. Each of the Secured Parties desires to provide for its rights in respect
of the Collateral and certain collections from the Guarantees and to make
certain other commitments and undertakings in connection with the Credit
Agreement, the other Loan Documents, the obligations incurred by Holdings, the
Borrowers and Subsidiaries of the Borrowers under such agreements and the rights
of the Secured Parties under such agreements and, in furtherance thereof, has
authorized the applicable Agent of such Secured Party to enter into this
Agreement on its behalf.

     Accordingly, each of the Administrative Agent (on its own behalf and on
behalf of the US Lenders), the Canadian Administrative Agent (on its own behalf
and on behalf of the Canadian Lenders), the Multicurrency Administrative Agent
(on its own behalf and on behalf of the Non-US/Canadian Lenders), and the
Collateral Agent hereby agrees as follows:


<PAGE>   212
                                                                               2


                                    ARTICLE I

                                   Definitions

     SECTION 1.01. Definitions of Certain Terms. As used herein, terms defined
in the Credit Agreement shall have the meanings given therein and the following
terms shall have the meanings set forth below:

     "Acceleration" an acceleration of the Obligations of the Borrowers under
the Credit Agreement.

     "Act" as defined in Section 2.01.

     "Applicable Lenders" shall mean the Required Lenders or the Total Lenders,
as the case may be.

     "Canadian Collateral Account" shall have the meaning set forth in Section
4.01.

     "Collateral" shall mean any property (real or personal, tangible or
intangible) of any Credit Party on which a Lien is purported to be granted
pursuant to any Loan Document.

     "Collateral Accounts" shall have the meaning set forth in Section 4.01.

     "Domestic Collateral Account" shall have the meaning set forth in Section
4.01.

     "Guarantees" shall mean any guarantees of any of the Obligations given by
any Credit Party.

     "Non-US/Canadian Collateral Account" shall have the meaning set forth in
Section 4.01.

     "Sharing Participation" shall have the meaning set forth in Section 4.03.

     "Total Lenders" shall mean all of the Lenders.

     "Unfunded Letter of Credit Exposure" shall mean, at any time, the aggregate
undrawn or unpaid amount of all outstanding Letters of Credit at such time.

     SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall apply
equally to both 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". All references
herein to Articles and Sections shall be deemed references to Articles and
Sections of this Agreement unless the context shall otherwise require.


<PAGE>   213
                                                                               3


                                   ARTICLE II

                            Acts of Secured Parties;
                             Amounts of Obligations

     SECTION 2.01. Acts of Secured Parties. Any request, demand, authorization,
direction, notice, consent, waiver or other action permitted or required by this
Agreement to be given or taken by the Secured Parties or the Agents may be and,
at the request of the Collateral Agent, shall be embodied in and evidenced by
one or more instruments satisfactory in form and substance to the Collateral
Agent and signed by or on behalf of (including, in the case of the Secured
Parties, their respective Agents) such Persons and, except as otherwise
expressly provided in any such instrument, any such action shall become
effective when such instrument or instruments shall have been delivered to the
Collateral Agent. The instrument or instruments evidencing any action (and the
action embodied therein and evidenced thereby) are sometimes referred to herein
as an "Act" of the Persons signing such instrument or instruments. The
Collateral Agent shall be entitled to rely absolutely upon an Act of any Secured
Party or Agent if such Act purports to be taken by or on behalf of such Secured
Party or Agent, and nothing in this Section 2.01 or elsewhere in this Agreement
shall be construed to require any Secured Party or Agent to demonstrate that it
has been authorized to take any action that it purports to be taking, the
Collateral Agent being entitled to rely conclusively, and being fully protected
in so relying, on any Act of such Secured Party or Agent.

     SECTION 2.02. Determination of Amounts of Obligations. Whenever the
Collateral Agent is required to determine the existence or amount of any of the
Obligations or any portion thereof or the occurrence of any Acceleration for any
purposes of this Agreement, the Collateral Agent shall be entitled to make such
determination on the basis of one or more certificates of the Administrative
Agent (with respect to the Obligations owed to the Administrative Agent and the
US Lenders under the Loan Documents), the Canadian Administrative Agent (with
respect to the Obligations owed to the Canadian Administrative Agent and the
Canadian Lenders under the Loan Documents), the Multicurrency Administrative
Agent (with respect to the Obligations owed to the Multicurrency Administrative
Agent and the Non-US/Canadian Lenders under the Loan Documents), or any Lender
(with respect to the Obligations owed to such Lender under any Interest Rate
Agreement); provided, however, that if, notwithstanding the request of the
Collateral Agent, any Agent or Lender, as the case may be, shall fail or refuse
within five Business Days of such request to certify as to the existence or
amount of any Obligations or any portion thereof owed to it, the Collateral
Agent shall be entitled to determine such existence or amount by such method as
the Collateral Agent may, in its sole discretion, determine, including by
reliance upon a certificate of Holdings or the specified Borrower; provided
further, however, that, promptly following determination of any such amount, the
Collateral Agent shall notify such Agent or Lender, as the case may be, of such
determination and thereafter shall correct any error that such Agent or Lender,
as the case may be, brings to the attention of the Collateral Agent. Upon
request by the Collateral Agent, each Secured Party agrees to provide the
Collateral Agent with a general description of the Obligations held by it,
including the amount thereof and any other information reasonably required by
the Collateral Agent. The Collateral Agent may rely conclusively, and shall be
fully protected in so relying, on any determination made by it in accordance
with the provisions of the second preceding sentence (or as otherwise directed
by a court of competent jurisdiction) and shall have no liability to any Secured
Party or any other Person as a result of any action taken by the Collateral
Agent based upon such


<PAGE>   214
                                                                               4


determination. For all purposes of this Agreement, to the extent that any
outstanding Obligation has been taken into account for purposes of determining
the amount to which any Secured Party is entitled in any distribution hereunder,
any guaranty of such Obligation that is itself an Obligation shall not be taken
into account for such purpose.

     SECTION 2.03. Representatives of Secured Parties. In acting and making
determinations hereunder the Collateral Agent shall be entitled (but shall not
be required) to rely on any information or direction given to it by any Person
which the Collateral Agent reasonably believes is acting as agent, trustee or
other representative for any Agent or other Secured Party (including, in the
case of the Lenders, their applicable Agent) and shall incur no liability to any
Secured Party or any Affiliate of any thereof for so relying.

     SECTION 2.04. Calculation of Equivalent Amounts. On any date of
determination hereunder the amount of any of the Obligations denominated in a
currency other than Dollars shall be converted to the Equivalent Amount thereof
by the Collateral Agent, which determination shall be conclusive and binding on
all of the Secured Parties absent manifest error.


                                   ARTICLE III

                           Duties of Collateral Agent

     SECTION 3.01. Actions Under Support Documents. (a) The Collateral Agent
shall not be obligated to take any action under this Agreement or any of the
other Loan Documents except for the performance of such duties as are
specifically set forth herein or therein. Notwithstanding the foregoing, subject
to the provisions of Article V and Section 7.04, the Collateral Agent shall take
any action under or with respect to the Loan Documents that is requested by the
Applicable Lenders and which is not inconsistent with or contrary to the
provisions of this Agreement or the other Loan Documents. The Collateral Agent
may take, but shall have no obligation to take, any and all such actions under
the Loan Documents or any of them to which it is a party or otherwise as the
Collateral Agent shall deem to be in the best interests of the Secured Parties
in order to maintain the Collateral pledged to it and protect and preserve such
Collateral and the rights of the Secured Parties in respect thereof; provided,
however, that, except as provided in paragraph (b) below or the last sentence of
Section 5.03(d), in the absence of written instructions (which may relate to the
exercise of specific remedies or to the exercise of remedies in general) from
the Applicable Lenders, the Collateral Agent shall not foreclose any Lien on the
Collateral or exercise any other remedies available to the Collateral Agent
under any Loan Documents with respect to the Collateral or any part thereof.

     (b) If the Collateral Agent has requested instructions from the Applicable
Lenders at a time when an Acceleration shall have occurred and the Applicable
Lenders have not responded to such request within 30 days after such request is
made, the Collateral Agent may take, but shall have no obligation to take, any
and all actions under the Loan Documents or any of them or otherwise, including
foreclosure of any Lien or any other exercise of remedies, as the Collateral
Agent, in good faith, shall determine to be in the interests of the Secured
Parties; provided, however, that, if instructions are thereafter received from
the Secured Parties, then the actions of the Collateral Agent shall be subject
to paragraph (a) above.


<PAGE>   215
                                                                               5


                                   ARTICLE IV

                     Proceeds Received Under Loan Documents

     SECTION 4.01. Collateral Accounts. (a) The Collateral Agent shall establish
and maintain at its principal banking office in New York City separate accounts
into which it shall (except as otherwise explicitly provided in any Loan
Document) deposit all amounts received by it in its capacity as Collateral Agent
(and not in any other capacity) in respect of the Collateral or pursuant to
enforcement of any Guarantee, in either case, following an Acceleration,
including all monies received on account of any sale of or other realization
upon any of the Collateral; provided, however, that notwithstanding any other
provision of this Agreement, amounts that Chase shall receive on account of the
Obligations in its capacity as Administrative Agent (except for payment by the
US Borrower following an Acceleration which shall be applied as set forth
herein) or otherwise in its capacity as a Lender (including by voluntary or
mandatory prepayment), and not through enforcement of a Guarantee or through the
sale of or other realization upon any Collateral, shall be distributed by it in
accordance with the provisions of the Credit Agreement or any applicable
Interest Rate Agreement and shall not be deposited in the Collateral Accounts.
One of the accounts referred to in the preceding sentence shall be established
and maintained for the benefit of the Administrative Agent and the US Lenders in
respect of the Obligations owing to the US Lenders and the Administrative Agent
(the "Domestic Collateral Account"), a second account shall be established and
maintained for the benefit of the Canadian Administrative Agent and the Canadian
Lenders in respect of the Obligations owing to the Canadian Lenders and the
Canadian Administrative Agent (the "Canadian Collateral Account"), a third
account shall be established and maintained for the benefit of the Multicurrency
Administrative Agent and the Non-US/Canadian Lenders in respect of the
Obligations owing to the Non-US/Canadian Lenders and the Multicurrency
Administrative Agent (the "Non-US/Canadian Collateral Account" and, together
with the Domestic Collateral Account and the Canadian Collateral Account, the
"Collateral Accounts"). All amounts deposited in the respective Collateral
Accounts shall be held by the Collateral Agent subject to the terms hereof and
of the other Loan Documents, it being understood that any such amounts may be
released to the applicable Borrower to the extent required by the Loan Documents
(any amounts so released to be released from the Collateral Accounts pro rata in
accordance with the aggregate amounts deposited in such accounts during the term
of this Agreement) or upon payment in full of all Obligations and termination of
all Letters of Credit.

     (b) All amounts that the Collateral Agent is required at any time to
deposit in the respective Collateral Accounts pursuant to paragraph (a) above
shall be allocated between, and deposited in, the Collateral Accounts pro rata
in accordance with the aggregate amount of outstanding Obligations (including
Unfunded Letter of Credit Exposure) at such time. At any time following an
Acceleration, if the US Borrower shall make any payments to the Administrative
Agent in respect of the Domestic Obligations, the Administrative Agent shall
turn such payments over to the Collateral Agent for deposit in the Collateral
Accounts for application as provided herein.

     (c) The Collateral Agent shall have the right at any time and from time to
time to apply any amounts in the Collateral Accounts to the payment of the
out-of-pocket costs and expenses (including reasonable attorney fees and
disbursements) reasonably incurred by the Collateral Agent


<PAGE>   216
                                                                               6


in administering and carrying out its obligations under this Agreement or any of
the other Loan Documents, in exercising or attempting to exercise any right or
remedy hereunder or thereunder or in taking possession of, protecting,
preserving or disposing of any of the Collateral, and all amounts against or for
which the Collateral Agent is to be indemnified or reimbursed hereunder
(excluding any such costs, expenses or amounts that have theretofore been
reimbursed) until all of such costs, expenses and amounts have been paid in
full; provided, however, that any such application shall be allocated as among
the Collateral Accounts ratably in accordance with the aggregate amounts
deposited in such Collateral Accounts during the term of this Agreement. The
Collateral Agent shall reimburse any Secured Party, prior to applying any
amounts in the Collateral Accounts pursuant to Section 4.02, for any and all
losses with respect to any amounts expended with respect to any indemnity
provided in accordance with Section 5.03(e) by such Secured Party by application
of funds in the Collateral Accounts in the same manner as provided in the
proviso to the preceding sentence.

     (d) For purposes of determining allocations and deposits of funds pursuant
to this Section 4.01 and Section 4.02, any outstanding Obligations shall be
deemed to be reduced by the amount, if any (i) held by the Collateral Agent in
the Collateral Account from which distributions are to be paid in respect of
such outstanding Obligations and (ii) in the case of the Obligations owing to
the Canadian Administrative Agent, the Multicurrency Administrative Agent and
the applicable Lenders, (x) held by the Canadian Administrative Agent or the
Multicurrency Administrative Agent, as applicable, to secure such Obligations or
(y) reasonably likely to be recovered or realized within 30 days by the Canadian
Administrative Agent or the Multicurrency Administrative Agent, as applicable,
and the applicable Lenders under any Guarantee or applicable Loan Documents, as
agreed to by the Agents and the Collateral Agent.

     SECTION 4.02. Application of Proceeds. (a) Amounts deposited in the
Domestic Collateral Account shall, subject to Section 4.02(d) below, 30 days
(or, in the case of Sharing Participations purchased by the Canadian Lenders and
Non-US/Canadian Lenders pursuant to Section 4.03, promptly) after deposit
therein be paid over to the Administrative Agent for application in accordance
with subsection 9.4 of the Credit Agreement; provided that, if any Sharing
Participations in the Domestic Obligations are outstanding, the Collateral Agent
shall pay the ratable portion (after taking into account any United States
withholding taxes on such payment) of such deposit represented by the
outstanding Sharing Participation to the Canadian Administrative Agent or the
Multicurrency Administrative Agent, as applicable, for payment to the applicable
Lenders.

     (b) Amounts deposited in the Canadian Collateral Account shall, subject to
Section 4.02(d) below, 30 days (or, in the case of Sharing Participations
purchased by Non-US/Canadian Lenders pursuant to Section 4.03, promptly) after
deposit therein be paid over to the Canadian Administrative Agent for
application in accordance with subsection 9.4 of the Credit Agreement; provided
that, if any Sharing Participations in the Obligations of the Canadian Borrower
are outstanding, the Canadian Administrative Agent shall pay the ratable portion
(after taking into account any Canadian withholding taxes on such payment) of
such deposit represented by such outstanding Sharing Participations to the
Multicurrency Administrative Agent for payment to the applicable Lenders.

     (c) Amounts deposited in the Non-US/Canadian Account shall, subject to
Section 4.02(d) below, 30 days (or, in the case of Sharing Participations
purchased by the Canadian Lenders pursuant to Section 4.03, promptly) after
deposit therein be paid over to the Multicurrency Administrative


<PAGE>   217
                                                                               7


Agent for application in accordance with subsection 9.4 of the Credit Agreement;
provided that, if any Sharing Participations in the Obligations of the Foreign
Subsidiary Borrowers are outstanding, the Multicurrency Administrative Agent
shall pay the ratable portion (after taking into account any English withholding
taxes on such payment) of such deposit represented by such outstanding Sharing
Participations to the Canadian Administrative Agent for payment to the
applicable Lenders.

     (d) Prior to making any payment to the Administrative Agent, the Canadian
Administrative Agent or the Multicurrency Administrative Agent pursuant to
Section 4.02(a), (b) or (c) above, the Collateral Agent shall adjust the
balances in the Collateral Accounts to the extent necessary, by withdrawing from
one Collateral Account and depositing to the others, so that, after giving
effect thereto and all prior or contemporaneous distributions in respect of the
Obligations following an Acceleration, first, as nearly as possible, the ratio
of (x) the then outstanding Obligations owing to each class of applicable
Lenders to (y) the Obligations owing to such Lenders on the date of Acceleration
is equal and second, the need for the purchase of Sharing Participations is
reduced or eliminated.

     SECTION 4.03. Sharing Participations. (a) In the event that at any time
when the Canadian Administrative Agent or the Multicurrency Administrative
Agent, as applicable, is making a distribution to the applicable Lenders
following an Acceleration and, if after giving effect thereto, the ratio of (i)
(x) the then outstanding Obligations owing to any other class of Lenders to (y)
the Obligations owing to such Lenders on the date of Acceleration would be
greater than (ii) (x) the then outstanding Obligations owing to the applicable
Lenders to (y) the Obligations owing to such Lenders on the date of
Acceleration, such applicable Lenders shall jointly purchase from such other
class or classes of Lenders, and such other class or classes of Lenders shall
jointly sell to such applicable Lenders, an undivided participation in all of
the Obligations owing to such other class or classes of Lenders (a "Sharing
Participation") in an amount such that after giving effect thereto such ratios
shall be, as nearly as possible, equal.

     (b) Such Sharing Participations shall be purchased for each applicable
Lender by the Canadian Administrative Agent or the Multicurrency Administrative
Agent, as applicable, who shall, contemporaneously with the distribution
referred to in Section 4.03(a), pay the purchase price to the other applicable
Agents for the account of the applicable Lenders and distribution in accordance
with subsection 9.4 of the Credit Agreement. If any Canadian Lender or any
Non-US/Canadian Lender shall receive any amount which in accordance with the
terms of this Agreement should have been applied to purchase a Sharing
Participation, such Lender shall turn such amount over to the applicable Agent
for application in accordance with this Section 4.03.

     (c) Whenever, at any time after any Canadian Lenders or any Non-US/Canadian
Lenders have purchased a Sharing Participation, the applicable Agent or any
applicable Lender receives any payment on account of the participated
Obligations owing to it, the applicable Agent on behalf of the applicable
Lenders or such applicable Lender will pay (net of all applicable withholding
taxes) to the applicable Agent, for the account of the applicable Lenders, their
pro rata share thereof; provided, however, that in the event that any such
payment received by the applicable Agent or such applicable Lender shall be
required to be returned by the applicable Agent or such applicable Lender, such
applicable Lenders shall return to the Administrative Agent for the account of
the Lenders, the portion thereof previously distributed to them. If any Lender
shall receive any amount which in


<PAGE>   218
                                                                               8


accordance with the terms of this Agreement should have been applied to the
repayment of a Sharing Participation, such Lender shall turn such amount over to
the Administrative Agent for application in accordance with this Section
4.03(c).

     SECTION 4.04. Application of Amounts Not Distributable. If any Agent shall
inform the Collateral Agent that there is no provision under the applicable Loan
Documents, as the case may be, for the application of amounts that are to be
distributed to the parties to such Agreement pursuant to Section 4.02 (whether
by virtue of the applicable outstanding Obligations thereunder not being then
due and payable or otherwise) or for the holding of such amounts by or on behalf
of such parties pending application thereof, then the Collateral Agent shall
invest the amounts in the applicable Collateral Account in investments permitted
by Section 4.05 and shall hold such amounts and all proceeds of such investments
in such Collateral Account for the benefit of such Agent until such Agent shall
request the delivery thereof by the Collateral Agent for application against
such outstanding Obligations or shall notify the Collateral Agent that such
Obligations have been paid.

     SECTION 4.05. Investment of Amounts in Collateral Accounts. Pending the
disbursement thereof pursuant to the terms of this Agreement, all amounts in the
Collateral Accounts shall (to the extent the Collateral Agent deems practical)
be invested by the Collateral Agent in Cash Equivalents. The Collateral Agent
shall, to the extent that the timing of distributions to be made from any
Collateral Account is known or can be reasonably anticipated, select Cash
Equivalents for such Collateral Account that mature prior to the anticipated
date of any distribution to be made from such Collateral Account. The Collateral
Agent shall not discriminate between Collateral Accounts in the selection of
Cash Equivalents.


                                    ARTICLE V

                         Concerning the Collateral Agent

     SECTION 5.01. Appointment of Collateral Agent. Each of the Agents (on its
own behalf and on behalf of the Secured Parties for which it acts) appoints
Chase to act as Collateral Agent pursuant to the terms of the Loan Documents
(including this Agreement) and authorizes the Collateral Agent to execute and
perfect the Loan Documents to which it is a party in the name of and for the
benefit of the Secured Parties, and Chase agrees to act as Collateral Agent for
the Secured Parties, pursuant to the terms of the Loan Documents (including this
Agreement).

     SECTION 5.02. Limitations on Responsibility of Collateral Agent. The
Collateral Agent shall not be responsible in any manner whatsoever for the
correctness of any recitals, statements, representations or warranties contained
herein or in any other Loan Document, except for those expressly made by it
herein. The Collateral Agent makes no representation as to the value of the
Collateral or any part thereof, as to the title of the Credit Parties under the
Loan Documents to the Collateral, as to the security afforded by this Agreement
or any other Loan Document or, except as expressly set forth in Article VI, as
to the validity, execution, enforceability, legality or sufficiency of this
Agreement or any other Loan Document, and the Collateral Agent shall incur no
liability or responsibility in respect of any such matters. The Collateral Agent
shall not be responsible for insuring the Collateral, for the payment of taxes,
charges, assessments or liens upon the Collateral


<PAGE>   219
                                                                               9


or otherwise as to the maintenance of the Collateral, except as provided in the
immediately following sentence when the Collateral Agent has possession of the
Collateral. The Collateral Agent shall have no duty to the Secured Parties as to
any Collateral in its possession or control or in the possession or control of
any agent or nominee of the Collateral Agent or any income thereon or as to the
preservation of rights against prior parties or any other rights pertaining
thereto, except the duty to accord such of the Collateral as may be in its
possession substantially the same care as it accords its own assets and the duty
to account for monies received by it. The Collateral Agent shall not be required
to ascertain or inquire as to the performance by Holdings, any Borrower or any
of the other Credit Parties of any of the covenants or agreements contained in
the Loan Documents. Neither the Collateral Agent nor any officer, agent or
representative thereof shall be personally liable for any action taken or
omitted to be taken by any such Person in connection with this Agreement or any
other Loan Document except for its or such Person's own gross negligence or
wilful misconduct. Neither the Collateral Agent nor any officer, agent or
representative thereof shall be personally liable for any action taken by it or
any such Person in accordance with any notice given by or on behalf of the
Applicable Lenders, even if, at the time such action is taken by it or any such
Person, the Secured Parties that gave the notice to take such action are no
longer Secured Parties. The Collateral Agent may execute any of the powers
granted under this Agreement or any of the other Loan Documents and perform any
duty hereunder or thereunder either directly or by or through agents or
attorneys-in-fact, and shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it with reasonable care and
without gross negligence or wilful misconduct.

     SECTION 5.03. Reliance by Collateral Agent; Indemnity Against Liabilities;
etc. (a) Whenever in the performance of its duties under this Agreement the
Collateral Agent shall deem it necessary or desirable that a matter be proved or
established with respect to Holdings, any Borrower or the other Credit Parties
or any other Person in connection with the taking, suffering or omitting of any
action hereunder by the Collateral Agent, such matter may be conclusively deemed
to be proved or established by a certificate purporting to be executed by an
officer of such Person, and the Collateral Agent shall have no liability with
respect to any action taken, suffered or omitted in reliance thereon.

     (b) The Collateral Agent may consult with counsel and shall be fully
protected in taking any action hereunder and under the Loan Documents in
accordance with any advice of such counsel. The Collateral Agent shall have the
right but not the obligation at any time to seek instructions concerning the
administration of this Agreement, the duties created hereunder or the Collateral
from any court of competent jurisdiction.

     (c) The Collateral Agent shall be fully protected in relying upon any
resolution, statement, certificate, instrument, opinion, report, notice,
request, consent, order or other paper or document that it believes to be
genuine and to have been signed or presented by the proper party or parties. In
the absence of its gross negligence or wilful misconduct or actual notice to the
contrary, the Collateral Agent may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any
certificate or opinions furnished to the Collateral Agent in connection with
this Agreement.

     (d) The Collateral Agent shall not be deemed to have actual, constructive,
direct or indirect notice or knowledge of the occurrence of any Acceleration
unless and until the Collateral Agent shall


<PAGE>   220
                                                                              10


have received a written notice from any Secured Party to the Collateral Agent in
its capacity as Collateral Agent referring to this Agreement and indicating that
an Acceleration has occurred. The Collateral Agent shall have no obligation
whatsoever either prior to or after receiving such a notice to inquire whether
an Acceleration has, in fact, occurred and shall be entitled to rely
conclusively, and shall be fully protected in so relying, on any notice so
furnished to it. The Collateral Agent may (but shall not be obligated to) take
action hereunder on the basis of an Acceleration of the type specified in
subsection 14(f) of the Credit Agreement regardless of whether the Collateral
Agent has received any notice stating that such Acceleration has occurred,
provided that any such action taken by the Collateral Agent without direction
from the Applicable Lenders shall be limited to actions that the Collateral
Agent determines to be necessary to protect and preserve the Collateral pledged
to it and the rights of the Secured Parties.

     (e) If the Collateral Agent has been requested to take any specific action
pursuant to any provision of this Agreement, the Collateral Agent shall not be
under any obligation to exercise any of the rights or powers vested in it by
this Agreement in the manner so requested unless it shall have been provided
indemnity satisfactory to it against the costs, expenses and liabilities that
may be incurred by it in compliance with such request or direction.

     SECTION 5.04. Resignation of the Collateral Agent. The Collateral Agent may
at any time, by giving 30 days' prior written notice to each Agent, resign and
be discharged from the responsibilities hereby created, such resignation to
become effective upon the earlier of (a) the acceptance of the appointment of a
successor pursuant to the next sentence of this Section 5.04 and (b) the
appointment of a successor by the Required Lenders and the acceptance of such
appointment by such successor. If no successor shall be appointed and approved
pursuant to clause (b) above within 30 days after the date of any such
resignation, the Collateral Agent may apply to any court of competent
jurisdiction to appoint a successor to act until a successor shall have been
appointed by the Required Lenders as above provided or may, on behalf of the
Secured Parties, appoint a successor Collateral Agent. Any successor Collateral
Agent shall be a bank with an office in New York, New York, having a combined
capital and surplus of at least $500,000,000 that is authorized to perform the
functions of the Collateral Agent hereunder.

     SECTION 5.05. Expenses and Indemnification by Lenders. Each Lender agrees
(a) to reimburse the Collateral Agent, on demand, in the amount of its pro rata
share (based on the amount of its Obligations), for any expenses, including
reasonable counsel fees, other reasonable charges and disbursements and
compensation of agents, arising out of, in any way connected with, or as a
result of, the execution or delivery of this Agreement or any other Loan
Document or any agreement or instrument contemplated hereby or thereby or the
performance by the parties hereto or thereto of their respective obligations
hereunder or thereunder or in connection with the enforcement or protection of
the rights of the Collateral Agent and the Secured Parties under this Agreement
and the other Loan Documents that shall not have been reimbursed by the US
Borrower or paid from the proceeds of Collateral or Guarantees as provided
herein and (b) to indemnify and hold harmless the Collateral Agent and its
directors, officers, employees and agents, on demand, in the amount of such pro
rata share, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever which may be imposed on, incurred by or
asserted against the Collateral Agent in its capacity as the Collateral Agent or
any other indemnitee in any way relating to or arising out of this Agreement or
any Loan


<PAGE>   221
                                                                              11


Document or any action taken or omitted by them under this Agreement or any Loan
Document, to the extent the same shall not have been reimbursed by the US
Borrower or paid from the proceeds of Collateral or Guarantees as provided
herein, provided that no Lender shall be liable to the Collateral Agent for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements arising solely from the gross
negligence or wilful misconduct (including any wilful violation of law) of the
Collateral Agent or any of its directors, officers, employees or agents.


                                   ARTICLE VI

                         Representations and Warranties

     Each of the Collateral Agent and each Secured Party represents and warrants
to the other parties hereto that (a) the execution, delivery and performance of
this Agreement (i) have been duly authorized by all requisite action on its part
and (ii) will not contravene any provision of its organizational documents any
order of any court or other Governmental Authority having applicability to it or
any applicable law and (b) this Agreement has been duly executed and delivered
by or on behalf of it and constitutes its legal, valid and binding obligation.


                                   ARTICLE VII

                           Intercreditor Arrangements

     SECTION 7.01. Security Interests. The Collateral Agent and each of the
Secured Parties hereby agree that the Liens granted to the Collateral Agent
under the Loan Documents, and the Guarantees by Holdings and its Domestic
Subsidiaries, shall be treated, as among the Secured Parties, as having equal
priority and shall at all times be shared by the Secured Parties as provided
herein.

     SECTION 7.02. Turnover of Collateral and Certain Payments. If any Secured
Party (i) acquires custody, control or possession of any Collateral or proceeds
therefrom or (ii) receives any payment at any time that an Acceleration has
occurred pursuant to enforcement of any Guarantee, other than pursuant to the
terms of this Agreement, then such Secured Party shall promptly cause such
Collateral, proceeds or payments to be delivered to or put in the custody,
possession or control of the Collateral Agent (or, in the case of a Canadian
Lender or a Non-US/Canadian Lender, the applicable Agent) for disposition or
distribution in accordance with the provisions of Sections 4.01 and 4.02. Until
such time as the provisions of the immediately preceding sentence have been
complied with, such Secured Party shall be deemed to hold such Collateral,
proceeds or payments in trust for the parties entitled thereto hereunder.

     SECTION 7.03. Setoffs. If any Secured Party exercises any right of setoff
or similar right with respect to any assets (regardless of whether such assets
shall constitute Collateral) of any Borrower, or any other Credit Party for
payment of any Obligations, at any time that an Acceleration has occurred, the
amounts so set off shall constitute Collateral for purposes of this Agreement
and


<PAGE>   222
                                                                              12


such Secured Party shall promptly cause such amounts to be delivered to or put
in the custody, possession or control of the Collateral Agent (or, in the case
of a Canadian Lender or a Non-US/Canadian Lender, the applicable Agent) for
disposition or distribution in accordance with the provisions of Sections 4.01
and 4.02. Until such time as the provisions of the immediately preceding
sentence have been complied with, such Secured Party shall be deemed to hold
such Collateral in trust for the parties hereto entitled thereto hereunder.

     SECTION 7.04. Release of Collateral. (a) In connection with any sale,
transfer or disposition of any Collateral that is permitted by the Loan
Documents, or approved by the Applicable Lenders, the Secured Parties agree that
any Liens on such Collateral created pursuant to the Loan Documents will be
released upon the delivery of evidence satisfactory to the Collateral Agent that
such sale, transfer or disposition is in compliance with the requirements of
such agreements (or the terms of any such approval by the Applicable Lenders)
and the proceeds of such transaction have been or will be applied to the extent
required as set forth in Section 7.3 of the Credit Agreement (or any applicable
terms of any such approval).

     (b) Collateral may be released in connection with the exercise of any
rights, powers or remedies by the Collateral Agent pursuant to and in accordance
with Section 3.01 and such release shall not require any approval under this
Section 7.04.

     (c) The Secured Parties hereby authorize the Collateral Agent to execute
releases and other documents in form and substance satisfactory to the
Collateral Agent in respect of any release of Collateral permitted under this
Section 7.04.

     SECTION 7.05. Purchase of Collateral. Any Secured Party may purchase
Collateral at any public sale of such Collateral and may make payment on account
thereof by using any outstanding Obligation then due and payable to such Secured
Party from the Person that granted a security interest in such Collateral as a
credit against the purchase price to the extent, but only to the extent,
approved by the Required Lenders.

     SECTION 7.06. Further Assurances, etc. Each party hereto shall execute and
deliver such other documents and instruments, in form and substance reasonably
satisfactory to the other parties hereto, and shall take such other action, in
each case as any other party hereto may reasonably have requested, to effectuate
and carry out the provisions of this Agreement, including by recording or filing
in such places as the requesting party may deem desirable, this Agreement or
such other documents or instruments.


                                  ARTICLE VIII

                                  Miscellaneous

     SECTION 8.01. No Individual Action. No Secured Party may require the
Collateral Agent to take or refrain from taking any action hereunder or under
any of the other Documents or with respect to any of the Collateral except as
and to the extent expressly set forth in this Agreement.


<PAGE>   223
                                                                              13


     SECTION 8.02. Successors and Assigns. (a) This Agreement shall be binding
on and inure to the benefit of the Collateral Agent, each Secured Party and
their respective successors and permitted assigns (including any assignee of any
Lender in accordance with the Credit Agreement).

     SECTION 8.03. Notices. Notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier service,
mailed or sent by telecopy or other telephonic communications equipment of the
sending party, as follows:

          (a) if to any Agent or any Lender, to it as set forth in the Credit
Agreement; and

          (b) if to the Collateral Agent, to it as set forth after its signature
to this Agreement.

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 if delivered by hand or overnight courier service or sent by
telecopy, or on the date five Business Days after dispatch by certified or
registered mail if mailed, in each case delivered, sent or mailed (properly
addressed) to such party as provided in this Section 8.03 or in accordance with
the latest unrevoked direction from such party given in accordance with this
Section 8.03.

     SECTION 8.04. Termination. This Agreement shall terminate automatically
upon the indefeasible payment in full of the Obligations (and termination of the
commitments under the Credit Agreement).

     SECTION 8.05. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF NEW YORK.

     SECTION 8.06. Modification of Agreement. No modification or amendment of
any provision of this Agreement shall in any event be effective unless the same
shall be in writing and signed by or on behalf of the Applicable Lenders in
accordance with the Credit Agreement. No waiver of any provision of this
Agreement and no consent to any departure by any party hereto from the
provisions hereof shall be effective unless such waiver or consent shall be set
forth in a written instrument executed by the party against which it is sought
to be enforced, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. No notice to or demand on
any party hereto in any case shall entitle such party to any other or further
notice or demand in the same, similar or other circumstances.

     SECTION 8.07. Waiver of Rights. Neither any failure nor any delay on the
part of any party hereto in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, and a single or partial exercise thereof
shall not preclude any other or further exercise or the exercise of any other
right, power or privilege.

     SECTION 8.08. Severability. In case any one or more of the provisions
contained in this Agreement should be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby. The
parties shall endeavor in good faith negotiations to replace the invalid,
illegal


<PAGE>   224
                                                                              14


or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

     SECTION 8.09. Waiver of Jury Trial. EACH SECURED PARTY HEREBY AGREES TO
WAIVE ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM OR CAUSE
OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. The scope of this waiver
is intended to be all-encompassing of any and all disputes that may be filed in
any court and that relate to the subject matter of this Agreement, including
without limitation, contract claims, tort claims, breach of duty claims, and all
other common law and statutory claims. Each party acknowledges that this waiver
is a material inducement for each such party to enter into a business
relationship, that each party has already relied on the waiver in entering into
this Agreement and that each will continue to rely on the waiver in their
related future dealings. Each party further warrants and represents that each
has reviewed this waiver with its legal counsel and that each knowingly and
voluntarily waives its jury trial rights following consultation with legal
counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. In the event of
litigation, this Agreement may be filed as a written consent to a trial by the
court.

     SECTION 8.10 Jurisdiction; Consent to Service of Process . (a) Each Secured
Party hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the 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 shall affect any right that the
Collateral Agent or any Secured Party may otherwise have to bring any action or
proceeding relating to this Agreement or the other Loan Documents against any
Secured Party or its properties in the courts of any jurisdiction.

     (b) Each Secured Party hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection which 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 the other Loan
Documents in any New York State or Federal court. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.

     (c) Each party to this Agreement irrevocably consents to service of process
in the manner provided for notices in Section 8.03. Nothing in this Agreement
will affect the right of any party to this Agreement to serve process in any
other manner permitted by law.


<PAGE>   225
                                                                              15


     SECTION 8.11. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument.

     SECTION 8.12. Section Headings. The Article and Section headings used
herein are for convenience of reference only and are not to affect the
construction of or be taken into consideration in interpreting this Agreement.

     SECTION 8.13. Complete Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior representations, negotiations, writings, memoranda and
agreements. To the extent any provision of this Agreement conflicts with any
other Loan Document, the provisions of this Agreement shall be controlling.


<PAGE>   226


     IN WITNESS WHEREOF, the Collateral Agent, the Administrative Agent, the
Canadian Administrative Agent and the Multicurrency Administrative Agent have
caused this Agreement to be duly executed by or on their behalf, all as of the
day and year first above written.


                                      THE CHASE MANHATTAN BANK,
                                      as Administrative Agent and as
                                      Collateral Agent


                                      By:
                                           -------------------------------------
                                           Name:
                                           Title:

                                      Notice Address:

                                      270 Park Avenue
                                      New York, New York  10017

                                      Attention: Janet Belden
                                      Telecopy:  212-270-


                                      THE CHASE MANHATTAN BANK OF
                                      CANADA, as Canadian Administrative Agent


                                      By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                      CHASE MANHATTAN INTERNATIONAL
                                      LIMITED, as Multicurrency Administrative
                                      Agent


                                      By:
                                           -------------------------------------
                                           Name:
                                           Title:

<PAGE>   227
                                                                       EXHIBIT H
                                                             TO CREDIT AGREEMENT

                                FORM OF MORTGAGE

                                                             [Henrico, Virginia]

THIS IS A CREDIT LINE DEED OF TRUST within the meaning of Section 55-58.2 of the
Code of Virginia (1950), as amended. For purposes of and to the extent required
by such Section, (i) the name of the lenders secured by this Deed of Trust are
THE CHASE MANHATTAN BANK and the Secured Parties defined herein, (ii) the
address at which communications may be mailed or delivered to THE CHASE
MANHATTAN BANK on behalf of itself and the other such lenders is set forth on
the first page of this Deed of Trust and (iii) the maximum aggregate amount of
principal to be secured at any one time is $36,000,000 pursuant to Section 35
hereof.

                                 DEED OF TRUST
                                      from
                     VIASYSTEMS TECHNOLOGIES CORP., L.L.C.
             successor by merger to Viasystems Technologies Corp.,
                formerly known as Circo Craft Technologies, Inc.

                                    Grantor

                                       to

                       KEITH J. WILLNER, Trustee, Grantee
                                for the use and
                                   benefit of
           THE CHASE MANHATTAN BANK, as Collateral Agent, Beneficiary

                           DATED AS OF MARCH 29, 2000

                       After recording, please return to:

                           Simpson Thacher & Bartlett
                          a partnership which includes
                           professional corporations
                              425 Lexington Avenue
                            New York, New York 10017

                          ATTN: Dennis D. Kiely, Esq.

This instrument secures debt which is a refinancing of existing debt reflected
by a Deed of Trust previously admitted to record in the Henrico County,
Virginia, Circuit Court Clerk's Office securing a maximum amount of principal at
any one time is $36,000,000. This instrument does not increase the amount of
principal obligation secured thereby, on which recording tax has been previously
paid pursuant to Va. Code Ann. Section 58.1-803. Accordingly, pursuant to Va.
Code Ann. Section 58.1-803, no recording tax is due on the principal
indebtedness stated herein.

<PAGE>   228

                                                                    EXHIBIT I TO
                                                                CREDIT AGREEMENT

                                     FORM OF
                            PREPAYMENT OPTION NOTICE

Attention of [         ]
Telecopy No. [            ]

                                                                          [Date]

Ladies and Gentlemen:

          The undersigned, The Chase Manhattan Bank, as administrative agent (in
such capacity, the "Administrative Agent"), refers to the Credit Agreement,
dated as of March 29, 2000 (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among Viasystems Group, Inc.
("Holdings"), Viasystems, Inc. (the "US Borrower"), Viasystems Canada, Inc. (the
"Canadian Borrower"), Print Service Holding N.V. ("Print Service"), the Lenders
party thereto, The Chase Manhattan Bank of Canada, as Canadian administrative
agent (the "Canadian Administrative Agent"), Chase Manhattan International
Limited, as the multicurrency administrative agent (the "Multicurrency
Administrative Agent"), The Chase Manhattan Bank, as administrative agent (in
such capacity, the "Administrative Agent") and the Syndication Agents named
therein. Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.
The Administrative Agent hereby gives notice of an offer of prepayment made by
the US Borrower pursuant to subsection 7.3(e) of the Credit Agreement of the
Tranche B Prepayment Amount. Amounts applied to prepay the Tranche B Term Loans
and Tranche B Chips Term Loans shall be applied pro rata to the Tranche B Term
Loan and/or Tranche B Chips Term Loan held by you. The portion of the prepayment
amount to be allocated to the Tranche B Term Loan and/or Tranche B Chips Term
Loan held by you and the date on which such prepayment will be made to you
(should you elect to receive such prepayment) are set forth below:

(A)  Total Tranche B Term Loan Prepayment Amount
                                                            -------------
(B)  Total Tranche B Chips Term Loan Prepayment
     Amount
                                                            -------------
(C)  Portion of Tranche B Term Loan Prepayment
     Amount to be received by you
                                                            -------------
(D)  Portion of Tranche B Chips Term Loan
     Prepayment Amount to be received by you
                                                            -------------
(E)  Mandatory Prepayment Date (10 Business Days
     after the date of this Prepayment Option Notice)
                                                            -------------


<PAGE>   229


          IF YOU DO NOT WISH TO RECEIVE ALL OF THE TRANCHE B TERM LOAN
PREPAYMENT AMOUNT OR TRANCHE B CHIPS TERM LOAN PREPAYMENT AMOUNT TO BE ALLOCATED
TO YOU ON THE MANDATORY PREPAYMENT DATE INDICATED IN PARAGRAPH (E) ABOVE, please
sign this notice in the space provided below and indicate the percentage of the
Tranche B Term Loan Prepayment Amount and Tranche B Chips Term Loan Prepayment
Amount otherwise payable which you do not wish to receive. Please return this
notice as so completed via telecopy to the attention of [___________________] at
____________________, no later than 10:00 a.m., New York City time, on the
Mandatory Prepayment Date, at Telecopy No. [________________]. IF YOU DO NOT
RETURN THIS NOTICE, YOU WILL RECEIVE 100% OF THE TRANCHE B TERM LOAN PREPAYMENT
AND TRANCHE B CHIPS TERM LOAN PREPAYMENT ALLOCATED TO YOU ON THE MANDATORY
PREPAYMENT DATE.



                                        THE CHASE MANHATTAN BANK,
                                        as Administrative Agent

                                        By:
                                           -------------------------------------
                                           Title:




---------------------------------,
(Name of Lender)


By:
   ----------------------------
Title:

Percentage of Tranche B Term Loan
Prepayment Amount Declined:          %
                            ---------

Percentage of Tranche B Chips Loan
Prepayment Amount Declined:          %
                            ---------